EXHIBIT 10.1


 


AGREEMENT FOR PURCHASE AND SALE


 


IMPORTANT NOTE:


 


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


 


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


 





















 


TABLE
OF CONTENTS


 


	
  Section 1.

  	
  Definitions and Exhibits

  	
   

  
	
  1.1

  	
  Definitions

  	
   

  
	
  1.2

  	
  Exhibits

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.

  	
  Purchase and Sale

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.

  	
  Earnest Money

  	
   

  
	
  3.1

  	
  Earnest Money

  	
   

  
	
  3.2

  	
  Disbursement

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  Purchase Price

  	
   

  
	
  4.1

  	
  Purchase Price

  	
   

  
	
  4.2

  	
  Prorations

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  Title and Survey

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  Buyer’s Inspection

  	
   

  
	
  6.1

  	
  Document Inspection

  	
   

  
	
  6.2

  	
  Physical Inspection

  	
   

  
	
  6.3

  	
  Formal Inspection Period

  	
   

  
	
  6.4

  	
  Confidentiality

  	
   

  
	
  6.5

  	
  Non-Compete

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  Representations and
  Warranties

  	
   

  
	
  7.1

  	
  Representations

  	
   

  
	
  7.2

  	
  Buyer’s Representations

  	
   

  
	
  7.3

  	
  Miscellaneous

  	
   

  
	
  7.4

  	
  Reaffirmation

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  Operations Pending Closing

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.

  	
  Conditions to Closing

  	
   

  
	
  9.1

  	
  Buyer’s Conditions Precedent

  	
   

  
	
  9.2

  	
  Seller’s Conditions
  Precedent

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.

  	
  Closing

  	
   

  
	
  10.1

  	
  Time and Place

  	
   

  
	
  10.2

  	
  Seller Deliveries

  	
   

  
	
  10.3

  	
  Buyer Deliveries

  	
   

  
	
  10.4

  	
  Property Deliveries

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.

  	
  Default and Remedies

  	
   

  
	
  11.1

  	
  Buyer’s Default

  	
   

  
	
  11.2

  	
  Seller’s Default

  	
   

  
	
  11.3

  	
  Limitation on Liability

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12.

  	
  Condemnation or Destruction

  	
   

  



 


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  12.1

  	
  Condemnation

  	
   

  
	
  12.2

  	
  Damage or Destruction

  	
   

  
	
  12.3

  	
  Termination

  	
   

  
	
  12.4

  	
  Deletion

  	
   

  
	
  12.5

  	
  Awards and Proceeds

  	
   

  
	
  12.6

  	
  Definition of Material

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 13.

  	
  Assignment by Buyer

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 14.

  	
  Deletion Due to Environmental
  Conditions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 15.

  	
  Brokers and Brokers’ Commissions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 16.

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 17.

  	
  Disclaimer of Condition

  	
   

  
	
  17.1

  	
  Disclaimer

  	
   

  
	
  17.2

  	
  Effect and Survival of Disclaimer

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 18.

  	
  Miscellaneous

  	
   

  
	
  18.1

  	
  Governing Law; Headings; Rules of
  Construction

  	
   

  
	
  18.2

  	
  No Waiver

  	
   

  
	
  18.3

  	
  Entire Agreement

  	
   

  
	
  18.4

  	
  Binding Effect

  	
   

  
	
  18.5

  	
  Amendments

  	
   

  
	
  18.6

  	
  Date For Performance

  	
   

  
	
  18.7

  	
  Recording

  	
   

  
	
  18.8

  	
  Counterparts

  	
   

  
	
  18.9

  	
  Time of the Essence

  	
   

  
	
  18.10

  	
  Severability

  	
   

  
	
  18.11

  	
  Attorneys’ Fees

  	
   

  
	
  18.12

  	
  Like-Kind Exchange

  	
   

  
	
  18.13

  	
  Publicity

  	
   

  
	
  18.14

  	
  Waiver of Trial by Jury

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 19.

  	
  Miscellaneous Agreements

  	
   

  
	
  19.1

  	
  *** Annexation Agreement

  	
   

  
	
  19.2

  	
  *** Expansion Parcel

  	
   

  
	
  19.3

  	
  Form 8-K Filings

  	
   

  
	
  19.4

  	
  Pending Land Sale Property

  	
   

  
	
  19.5

  	
  *** Property

  	
   

  
	
  19.6

  	
  Right of First Refusals

  	
   

  
	
  19.7

  	
  Post Closing Tenant Finish

  	
   

  
	
  19.8

  	
  *** Condemnation

  	
   

  
	
  19.9

  	
  *** Tornado Damage

  	
   

  
	
  19.10

  	
  Tenants and Rights of First Offer

  	
   

  
	
  19.11

  	
  Easement Agreement

  	
   

  



 


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  19.12

  	
  Additional Consideration Owed by
  Seller to *** Investment Company

  	
   

  
	
  19.13

  	
  Potential Acquisition of Membership
  Interests

  	
   

  
	
  19.14

  	
  (). ***

  	
   

  



 


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AGREEMENT
FOR PURCHASE AND SALE


 


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


 


W I  T  N  E  S
S  E  T  H  T
H  A  T:


 


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


 


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


 


Section
1.         Definitions and Exhibits.


 


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


 


Additional Rent Expenditures.  As defined in Section 4.2.7.


 


Agreement.  This Agreement for Purchase and Sale.


 


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


 


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


 


Broker.  The brokers described in Section 15
hereof.


 


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


 





















 


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


 


Closing Date.  September 30, 2005.


 


Closing Statement.  As defined in Section 10.2(f).


 


Commission Agreement.  Each agreement for leasing
commissions for the Leases or executed or amended by Seller after the Effective
Date in compliance with the provisions of Section 8 of this Agreement.


 


Confidentiality Agreement.  That certain Confidentiality
Agreement dated April 28, 2005 executed by Buyer in favor of Seller concerning
the Property.


 


Effective Date.  The date upon which this Agreement shall be
deemed effective, which shall be the date first above written.


 


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


 


Delinquent Rents.  As defined in Section 4.2.1(ii).


 


Earnest Money.  TEN MILLION AND NO/100 DOLLARS
($10,000,000.00) together with any interest earned thereon.


 


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


 


Escrow Agreement.  That certain Escrow Agreement of even date
herewith among Seller, Buyer and Escrow Agent referred to in Section 3
hereof substantially in the form attached hereto as Exhibit B and
by this reference made a part hereof.


 


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


 


Guaranty or Guaranties.  Each guaranty presently in
effect of all or any of a Tenant’s duties and obligations under a Lease
(collectively, the “Guaranties”).


 


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


 


Inspection Date.  September 6, 2005.


 


2





















 


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


 


Lease; Leases.  Each lease of space within the Improvements
and any amendments thereto (a) in force and effect as of the Effective Date,
and/or (b) executed by Seller after the Effective Date in compliance with the
provisions of Section 8 of this Agreement.  Unless otherwise specifically provided
herein, the terms, conditions, representations, warranties and covenants of
this Agreement relating to the Leases shall be applied separately to the
portion of the Leases related to each Project.


 


Lease List.  The list of Leases attached hereto as Exhibit D
or any version thereof that is updated pursuant to Section 8 of this
Agreement.


 


Permitted Title Exceptions.  (i) The liens of unpaid taxes
and any owners’ association assessments not yet due and payable; (ii) matters
that are disclosed by the Surveys and to which Buyer does not object in accordance
with Section 5 of this Agreement; (iii) those matters disclosed on the
Title Commitment or that affect title to the Property and about which Buyer is
advised, in writing, prior to the Inspection Date, but about which Buyer does
not object, or to which objection Buyer waives, pursuant to Section 8 of
this Agreement; (iv) the rights of Tenants, as tenants only; and (v) any
matters created or caused by Buyer.


 


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


 


Project.  See definition of “Seller” below.  Unless otherwise specifically provided
herein, conditions, representations, warranties and covenants of this Agreement
relating to the Property shall be applied separately to each Project comprising
the Property.


 


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


 


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


 


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


 


3





















 


determined
before or after the expiration of the fiscal years under various Leases),
estimated payments of taxes and operating expenses and other amounts under the
Leases, but excluding real estate taxes required to be paid by Tenants pursuant
to the Leases (either directly or by reimbursement to the landlord), as opposed
to estimated amounts therefor payable to the landlord as additional rent.


 


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


 


Seller.  The Seller for each separately owned
component of the Property (each, a “Project”) shall
be the owner or owners listed for such Project in Exhibit A.  Any documents to be delivered by Seller or
any representations and covenants, or warranties made by Seller in this
Agreement shall apply to each Seller as it relates to the Project owned by that
Seller only.


 


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


 


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


 


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


 


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


 


Tenant or Tenants.  Each Tenant that has executed
a Lease.


 


Tenant Estoppel Certificate.  An estoppel certificate
executed by a Tenant substantially in the form attached hereto as Exhibit M
or the form required by the particular Tenant’s Lease.


 


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


 


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


 


4





















 


Vendor or Vendors.  Each vendor or broker with
whom Seller has executed a Service Contract or Commission Agreement.


 


1.2           Exhibits.  Attached hereto and forming an
integral part of this Agreement are the following exhibits, all of which are
incorporated into this Agreement as fully as if the contents thereof were set
out in full herein at each point of reference thereto:


 


	
  Exhibit A
  -

  	
   

  	
  Description
  of Buildings and Land

  
	
  Exhibit B
  -

  	
   

  	
  Escrow
  Agreement

  
	
  Exhibit C
  -

  	
   

  	
  Bill
  of Sale

  
	
  Exhibit D
  -

  	
   

  	
  Lease
  List

  
	
  Exhibit E
  -

  	
   

  	
  Disclosure
  Schedule

  
	
  Exhibit F
  -

  	
   

  	
  Form
  of Limited Warranty Deed

  
	
  Exhibit G
  -

  	
   

  	
  Non-Foreign
  Certificate

  
	
  Exhibit H
  -

  	
   

  	
  Notice
  to Tenants

  
	
  Exhibit I
  -

  	
   

  	
  Assignment
  and Assumption Agreement

  
	
  Exhibit J
  -

  	
   

  	
  List
  of Service Contracts

  
	
  Exhibit K
  -

  	
   

  	
  Officer’s
  Certificate

  
	
  Exhibit L
  -

  	
   

  	
  Notice
  to Vendors

  
	
  Exhibit M
  -

  	
   

  	
  Form
  of Tenant Estoppel Certificate

  
	
  Exhibit N
  -

  	
   

  	
  Form
  of Seller’s Estoppel Certificate

  
	
  Exhibit O
  -

  	
   

  	
  Seller’s
  Deliveries

  
	
  Exhibit P
  -

  	
   

  	
  Pending
  Land Sale Property

  
	
  Exhibit
  Q -

  	
   

  	
  Depiction
  of *** Land

  
	
  Exhibit
  R -

  	
   

  	
  ROFR
  Property

  
	
  Exhibit
  S -

  	
   

  	
  Market
  Rates of Leasing Commissions

  
	
  Exhibit
  T -

  	
   

  	
  Monthly
  Over The Term Leasing Commissions

  
	
  Exhibit
  U -

  	
   

  	
  Sample
  Rent Roll

  
	
  Exhibit
  V

  	
   

  	
  Phase
  II Property

  



 


Section
2.         Purchase and Sale.


 


Subject to and in accordance with the terms and provisions of this
Agreement, Seller agrees to sell and Buyer agrees to purchase the
Property.  In connection therewith and
subject to and in accordance with the terms and provisions of this Agreement,
Seller shall also (a) convey to Buyer the Personal Property pursuant to the
terms of the Bill of Sale, and (b) assign to Buyer, and Buyer shall assume, the
Leases, Guaranties, Service Contracts, Commission Agreements (as well as the
other property described in the Assignment), pursuant to the terms of the
Assignment, but subject to any rights provided to Buyer under this Agreement to
elect not to accept an assignment of, and to assume, any of the Service
Contracts described in this clause (b).


 


Section 3.         Earnest Money.


 


3.1           Earnest Money. 
Within three (3) business days after the execution of this Agreement by
both Seller and Buyer, Buyer shall
deposit with Escrow Agent the Earnest Money which, together with any interest
or other income earned thereon, shall be held, invested and disbursed pursuant
to the respective terms and provisions hereof and of the Escrow Agreement.


 


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


 


Section 4.         Purchase Price.


 


4.1           Purchase Price.  The
Purchase Price, as adjusted by the prorations provided in Section 4.2
hereof and less the Earnest Money shall be paid by Buyer to Seller at the
Closing in United States dollars, by Federal Reserve System wire transfer or
other immediately available funds acceptable to Seller to an account or
accounts designated in writing by Seller prior to the Closing.  Seller shall be solely responsible for the
apportionment and disbursement of the net proceeds of Closing among and between
the various entities comprising the Seller.


 


4.2           Prorations.  At the Closing, Buyer and
Seller shall prorate all items of income and expenses relating to the Property
based upon Buyer’s and Seller’s respective periods of ownership for the
calendar year in which the Closing occurs with Buyer treated as the owner of
the Property as of 12:01 a.m. on the Closing Date.  Such prorations shall include, without limitation:


 


4.2.1                Rents.


 


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


 


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


 


6





















 


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


 


4.2.2        Real Estate Taxes.  All
real estate taxes levied against the Property (collectively, “Taxes”) shall be
prorated between Buyer and Seller on a cash basis, (i.e. those Taxes for which
final bills are issued in the calendar year in which the Closing occurs and
that become due and payable in the year in which the Closing occurs will be
prorated between Buyer and Seller regardless of the tax, fiscal or calendar
year during which such Taxes accrued). 
If the actual amount of Taxes due and payable in the year of Closing is
not ascertainable as of the Closing Date, proration of Taxes shall be based
upon the most currently available bill for such Taxes, and shall be reprorated
when the actual final bill is available, in accordance with Section 4.2.7.  Such reproration obligation shall survive the
Closing and shall not merge into any documentation delivered at Closing.  Notwithstanding the foregoing, but subject to
the provisions of Section 4.2.7, there will be no proration for Taxes to
the extent a Project is leased to a single Tenant and such Tenant’s respective
Lease requires that Tenant to pay Taxes, whether directly or by reimbursement
to Seller, rather than paying estimated amounts therefor to Seller as
additional rent.  Buyer shall pay all
Taxes due and payable after Closing, and reconciliations with Tenants for Taxes
due and payable during calendar year 2005 shall be responsibility of Buyer
post-Closing, pursuant to, and in accordance with, Section 4.2.7
below.  In no event shall Seller be
charged with or responsible for any increase in the Taxes resulting from an
increase in the assessed valuation of any Project, which increase occurs as a
result of the sale of the Property or from any improvements first made or
Leases first entered into on or after the Closing Date; provided, however, that
Seller nevertheless acknowledges that Taxes may increase due to changes in
assessed valuation and/or in tax rates, without the change in assessed
valuation being attributable to the sale of a Project or any post-Closing leasing
or improvements thereon.


 


(i)            Delinquent Taxes. 
Seller shall pay to the applicable tax authorities at or prior to the
Closing all Taxes and assessments with respect to the Property which are
delinquent as of the Closing.


 


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


 


7





















 


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


 


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


 


(iv)          Installments. 
Seller’s prorated portion of any special assessments shall be determined
assuming payment over the longest period of time (without imposition of
interest or penalty) permitted by the applicable taxing authorities.


 


4.2.3                Utilities.  Prior to the Closing, Buyer
shall notify each of the utility companies which provide services to the
Property of the scheduled transfer of the Property on the Closing, and shall
make appropriate arrangements with the utility companies to bill Seller for
services provided before the Closing, and to bill Buyer for services provided
from and after the Closing.  If, despite
Buyer’s reasonable efforts, such arrangements cannot be made as of the Closing,
then Seller and Buyer shall mutually and reasonably cooperate with one another
to make the appropriate arrangements promptly after the Closing, and promptly
after such arrangements are made, and final utility bills are issued, Buyer
shall pay to Seller an amount equal to the cost of the services that were
billed to Seller for the period from and after Closing, and Seller shall pay
the same to the appropriate utility company. 
The provisions of this Section 4.2.3 shall survive the Closing.


 


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


 


8





















 


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


 


4.2.5                Tenant Security Deposits. 
Buyer shall receive a credit (or Seller shall pay to Buyer) at Closing
in an amount equal to the total amount of cash Security Deposits shown on the
Lease List, less portions thereof which were applied by Seller prior to the
Effective Date and in accordance with the applicable terms of the Leases.  Seller hereby covenants and agrees that it
shall deliver to Buyer, among the Seller Deliveries, a true and complete
schedule of all Security Deposits held by Seller as of the Effective Date.  Notwithstanding anything to the contrary set
forth in this Agreement, Seller may not apply any Security Deposits against any
Delinquent Rents after the Effective Date. 
At least five (5) days prior to the Inspection Date, Seller shall
provide Buyer with a schedule of the Security Deposits held by Seller in the
form of a letter of credit rather than cash, and Seller shall also provide
Buyer with true and complete copies of all such letters of credit.  Seller shall cause such transfers to be fully
effected (at Seller’s expense) as soon after Closing as possible, it being
understood and agreed that Seller shall either cause each such letter of credit
to be amended in order to name Buyer as the beneficiary thereunder or to cause
such letter of credit to be reissued in the same form and substance except to
name Buyer as its sole beneficiary. 
Prior to such amendment or reissuance of each and every letter of credit
constituting a portion of the Security Deposits, Seller hereby covenants and
agrees that, from and after the Closing Date, and if, as and when Buyer advises
Seller that Buyer desires that Seller present and draw upon any such letter of
credit (given that Seller, rather than Buyer, is its beneficiary), Seller shall
promptly and fully cooperate with Buyer (but at no out-of-pocket expense to
Seller) to make such presentation and draw upon any letter of credit requested
by Buyer and to immediately deliver the proceeds thereof to Buyer.  The provisions of this Section 4.2.5
(regarding letters of credit) shall survive the Closing and shall not merge
into any documentation delivered at Closing.


 


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


 


9





















 


and (B) if such charges were paid before the
Closing Date for a period from and after the Closing Date, Buyer shall pay to
Seller an amount equal to the amount of such charges reasonably allocated to
the period from, including and after the Closing prorated on a per diem basis.  At Closing, Seller shall resign its position
as officer(s) and/or as board member(s) of any owner’s association that Seller
held as owner of the Property.  If Seller
is the declarant under any owner’s association, or manages the owners’
association for any portion of the Property, and after the Closing Date, Seller
shall no longer retain at least a fifty-one percent (51%) interest in all of
the land that is subject to the owners’ association, then promptly after the
Closing Date, Seller shall reasonably cooperate with Buyer to transfer all such
management responsibilities for such owners’ association(s) to Buyer, subject
to any requirements that are imposed under the applicable agreements governing
the owners’ association.


 


4.2.7                Reconcile Post-Closing. 
Buyer and Seller shall work together after Closing to promptly
transition the invoices for the Property. 
The amount of payments by Seller or Buyer under this Section 4.2
may have been based on estimates of applicable amounts.  Except as otherwise expressly provided
herein, if any payments by Seller or Buyer at the Closing under this Section 4.2
are based on estimates, then, when the actual amounts are finally determined,
Seller and Buyer shall recalculate the amounts that would have been paid at the
Closing based on both (a) such actual amounts and (b) additional rent payments
actually received from Tenants (whether received by Seller or by Buyer), and
Seller or Buyer, as the case may be, shall make an appropriate payment to the
other based on such recalculation.  Each
of Seller and Buyer shall be responsible for preparing a reconciliation of all
those items that are subject to proration under this Section 4.2, and
each of their respective reconciliations shall be only for their respective
periods of ownership of the Property during calendar year 2005.  Seller has advised Buyer that Seller
currently anticipates that it shall complete its reconciliation (“Seller’s Reconciliation”) on or before December 31, 2005, at
which time Seller shall submit its billings for such reconciliation to the
Tenants whose Lease terms are in effect prior to the Closing Date.  The Tenant Notice Letters (defined below)
shall advise the Tenants that they shall receive separate and district 2005
reconciliation billings from each of Seller and Buyer.  Seller shall deliver to Buyer a true and
complete copy of Seller’s Reconciliation promptly upon completion thereof.  Additionally, simultaneously with Seller’s
delivery to Buyer of Seller’s Reconciliation, Seller shall also deliver to
Buyer copies of the back-up documentation (e.g. general ledger) upon which
Seller relied in its preparation of Seller’s Reconciliation.  If Buyer then receives from any of the
Tenants payments that are specifically marked as constituting such Tenants’
respective payment due to Seller pursuant to Seller’s Reconciliation, or if it
is otherwise reasonably apparent to Buyer that a payment received by Buyer from
a Tenant is intended to pay the sum that such Tenant then owes Seller, pursuant
to Seller’s Reconciliation, Buyer shall promptly deliver such payments to
Seller.   Seller shall both (i) make
appropriate representatives of Seller available, from time to time, upon Buyer’s
request, to respond to Tenant inquiries about Seller’s Reconciliation; and (ii)
promptly deliver to Buyer, upon Buyer’s request, true and complete copies of
any invoices required to evidence and support any charges made to a Tenant
pursuant to Seller’s Reconciliation if such Tenant challenges or contests the
reconciliation billing


 


10





















 


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


 


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


 


4.2.9                Leasing Costs.  At
or prior to Closing, Seller shall pay (a) any leasing commissions due and
payable on or before the Closing Date under the Leases and (b) any leasing
commissions due and payable over the original term of any Lease existing as of
July 25, 2005, but excluding those “monthly over the term” leasing commissions
due after the Closing Date with respect to those Leases with those Tenants
listed on Exhibit S attached hereto. 
Notwithstanding anything to the contrary in the previous sentence, Buyer
shall be responsible for (and shall reimburse Seller at Closing) for any
amounts expended by Seller relating to: 
(i) leasing commissions and tenant improvement costs in connection with
any extension or renewal of the term of a Lease (x) exercised after July 25,
2005 to the extent attributable to periods from and after the Closing Date and
(y) about which Seller advises Buyer, in writing, prior to the Inspection Date
(including without limitation, payment of the Seller Commission, as defined
below), (ii) leasing commissions and tenant improvement costs in connection
with any new lease or Lease amendment (if such amendment provides for a renewal
of the applicable Lease term or an expansion of the applicable Tenant’s leased
premises) executed by Seller or any Commission Agreement agreed to by Seller
(or amendments thereto) after July 25, 2005, but only if and to the extent that
such new lease, lease amendment or Commission Agreement is executed in compliance
with the provisions of Section 8 of this Agreement (including without
limitation, payment of the Seller Commission); and (iii) the Seller Commission
for both (x) new leases entered into within three (3) months after Closing with
tenants which Seller or its affiliates initially procured and actively pursued
as prospects for the subject Project during the three (3) month period
preceding the Closing, and then only if such new tenant is included on the
Protected Tenant List, as defined below, and (y) lease amendments providing for
either or both of renewals of any Leases that are in effect on the Effective
Date, and expansions of leased premises leased to


 


11





















 


Tenant under Leases in effect on the
Effective Date, if such lease amendments are entered into within three (3)
months after the Closing.  Seller shall
provide Buyer with a listing of all such tenant prospects at Closing (the “Protected Tenant List”). 
Any leasing commissions payable hereunder by Buyer to Seller or its
affiliates shall be paid at the rate set forth in the Commission Agreements;
provided, however, that if no Commission Agreement exists, the amount payable
to Seller shall be at the market rates set forth on Exhibit S attached
hereto and incorporated herein by this reference; provided, however, that if
there is an outside broker that is also due a commission in connection with the
applicable lease or lease amendment, then Seller shall be paid only fifty
percent (50%) of such amounts (collectively, “Seller
Commission”).  Notwithstanding
anything contained herein to the contrary, after the Closing Date, Buyer agrees
to assume the obligation to pay those “monthly over the term” leasing
commissions as set forth on Exhibit S or as otherwise specifically
identified to Buyer by Seller prior to the Closing in connection with any new
Lease executed after the Effective Date and pursuant to the requirements of Section
8.  Notwithstanding
anything contained herein to the contrary, in the event that any Lease or
written commission agreement to which Seller is a party provides that Seller is
obligated to pay a commission to a broker, at a future date, based upon the
applicable Tenant’s future expansion of its respective leased premises or upon
such Tenant’s renewal or extension of its Lease term, but (x) such broker is
not then actually involved in any such future expansion of leased premises or
future extension or renewal of such Lease term (“Uninvolved
Broker”) and (y) Buyer is obligated to pay a leasing commission to a
third party broker who is (aa) involved in that future expansion or extension
of such Lease and (bb) identified, in writing, by the applicable Tenant as such
Tenant’s exclusive broker, then Seller shall remain obligated to pay, and shall
promptly pay, the commission due the Uninvolved Broker.  This obligation imposed under this Section
4.2.9 shall survive Closing.


 


4.2.10              Closing Costs. 
Buyer shall pay the cost of an owner’s policy of title insurance, search
charges, costs for extended coverage and any endorsements to the title
insurance policy, costs for recording the Deed, the cost of any lender’s policy
of title insurance, the cost of the Survey, all escrow or closing agent
charges, all costs associated with any encumbrance Buyer places on the Property
at Closing, all costs of Buyer’s due diligence (except as otherwise
specifically provided in this Agreement), and any other costs not expressly
required to be paid by Seller pursuant to this Agreement.  Seller shall pay for state, county and municipal
transfer taxes and documentary stamps. 
Each of Seller and Buyer shall pay 50% of the third party costs incurred
in order to transfer to Buyer those warranties that shall be assigned to Buyer
pursuant to the Assignment (including, but not limited to, roof
warranties).  Each party shall pay its
own attorneys.  Brokerage commissions
shall be paid as set forth in Section 15.  The obligations of the parties to pay
applicable escrow or closing charges shall survive the termination of this
Agreement.


 


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


 


12





















 


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


 


Section
5.         Title and Survey.


 


Prior to the Inspection Date, Seller shall
identify (and advise Buyer, in writing, of) any easements or similar agreements
Seller shall need to record prior to, or at Closing, to retain any rights on
any of its property not being sold to Buyer. 
All such easements and similar agreements shall be subject to Buyer’s
prior written approval, which approval shall not be unreasonably withheld.  Buyer will have until 6:00 p.m. E.S.T. on the
date that is two (2) business days prior to the Inspection Date (“Title Objection Deadline”) to examine title to the Property
and the Survey and give written notice to Seller of any objections to the title
or the Survey which Buyer may have (“Title Objections”).  If Buyer fails to timely so advise Seller of
any Title Objections, Buyer shall be deemed to have waived such right to object
to any title exceptions or defects. 
Seller shall review any comments Buyer provides to Seller in writing
regarding its Title Objections.  On or
before the Inspection Date, Seller shall respond to any Title Objections that
are timely delivered to Seller by Buyer. 
If Seller’s response to any of Buyer’s Title Objections is not
acceptable to Buyer, then Buyer may elect, by written notice to Seller, on or
before 6:00 p.m. E.S.T. on the Inspection Date, either to (a) terminate this
Agreement, in which case the Earnest Money shall be returned to Buyer by Escrow
Agent, and the parties shall have no further rights or obligations hereunder,
except for those which expressly survive any such termination, or (b) waive its
objections hereunder and proceed with the transaction pursuant to the remaining
terms and conditions of this Agreement. 
If Buyer fails to timely advise Seller of its election, it shall be
deemed to have elected the option contained in subpart (b) above.  In the event that (i) Buyer advises
Seller of Title Objections on or before the Title Objection Deadline, and
(ii) some or all of the Title Objections remain outstanding and unresolved
to Buyer’s satisfaction (or uncured) on the Inspection Date (the “Outstanding Title Objections”), but Buyer does not elect to
terminate this Agreement pursuant to (a) above, then Seller hereby covenants
and agrees that, from and after the Inspection Date and continuing to the
Closing Date, Seller shall use reasonable and good faith efforts to address and
resolve (or cure) the Outstanding Title Objections.  Seller is not obligated to actually resolve
and cure those Outstanding Title Objections, but rather, to act reasonably and
in good faith in an effort to do so.  It shall,
however,


 


13





















 


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


 


Section
6.         Buyer’s Inspection.


 


6.1           Document Inspection.  Buyer and Seller acknowledge that Buyer shall
inspect the Property and shall examine, review and inspect the Seller
Deliveries.  Seller hereby covenants and
agrees that Seller shall deliver to Buyer or give Buyer access to all of the
Seller Deliveries.  Seller shall not
intentionally withhold from Buyer any or all of the Seller Deliveries.  Seller does not make any representation or
warranty with respect to the accuracy of any of the Seller Deliveries that have
been prepared by third parties, rather than by Seller.  Seller does represent and warrant, that to
the best of its knowledge, all of the Seller Deliveries prepared by Seller,
itself, are accurate, in all material respects.


 


6.2           Physical
Inspection. Subject to the Leases, any restrictions under any restrictions
of record and applicable laws, Buyer and its agents shall have the right, from
time to time prior to the Closing during normal business hours, to enter upon
the Property to examine the same and the condition thereof, and to conduct such
surveys and to make such engineering and other inspections, tests and studies
as Buyer shall determine to be reasonably necessary, all at Buyer’s sole cost
and expense, including, without limitation, a Phase I environmental report and
a roof survey and report.  Notwithstanding
the foregoing, Buyer shall not conduct or allow any physically intrusive
testing of, on or under the Property without Seller’s prior written consent,
which consent shall not be unreasonably withheld or delayed.  Buyer agrees to give Seller reasonable
advance notice of such examinations or surveys and to conduct such examinations
or surveys during normal business hours to the extent practicable.  Buyer agrees to conduct all


 


14





















 


examinations and surveys
of the Property in accordance with all applicable laws and in a manner that
will not interfere with the operations of Seller or Tenants thereon and will
not harm or damage the Property or cause any claim adverse to Seller or any
Tenant, and agrees to restore the Property to its condition prior to any such
examinations or surveys immediately after conducting the same.  Buyer shall not contact any Tenants or
governmental or quasi governmental authorities concerning the Property without
Seller’s prior written consent, which consent shall not be unreasonably
withheld or delayed, and Seller shall have the right to be present during any
such contacts.  Seller acknowledges that
Buyer intends to conduct Tenant interviews throughout the Property.  Buyer hereby indemnifies and holds Seller and
any agent, advisor, representative, affiliate, employee, director, partner,
member, beneficiary, investor, servant, shareholder, subsidiary, trustee or
other person or entity acting on Seller’s behalf or otherwise related to or
affiliated with Seller (collectively, “Seller Related Parties”)
harmless from and against any claims for injury or death to persons, damage to
property or other losses, damages (actual, but not consequential) or claims,
including, without limitation, claims of any tenant(s) then in possession, and
including, without limitation,, in each instance, attorneys’ fees and
litigation costs, actually suffered or incurred by any or all of the Seller
Related Parties and directly arising out of (i) any action of any person or
firm entering the Property on Buyer’s behalf as aforesaid or (ii) any breach by
Buyer of its obligations under this Section, which indemnity shall survive the
Closing and any termination of this Agreement. 
Prior to, and as a condition to any entry on the Property by Buyer or
its agents for the purposes set forth in this Section 6.3, Buyer
shall deliver to Seller a certificate of insurance evidencing comprehensive
general liability (including coverage for contractual indemnities) with a combined
single limit of at least $2,000,000.00, in a form reasonably acceptable to
Seller, covering any accident or damage arising in connection with Buyer or
agents of Buyer on the Property, and naming Seller as an additional insured.  Buyer will provide a copy of any written
inspection, test, report or summary to Seller upon Seller’s written request
therefor.


 


6.3           Formal
Inspection Period.  Buyer’s
obligation to close under this Agreement is subject to and conditioned upon Buyer’s investigation
and study of and satisfaction with the Property as set forth in this Section
6.  Buyer shall have until 6:00 p.m.
E.S.T. on the Inspection Date in which to make such investigations and studies
with respect to the Property as Buyer deems appropriate and to terminate this
Agreement, by written notice delivered to Seller and Escrow Agent if Buyer is
not, for any reason, satisfied with the Property in which case the Earnest
Money shall be returned by Escrow Agent to Buyer without any further action
(including, but not limited to, any consent of, or direction from, Seller), and
neither party shall have any further obligations hereunder except for those
obligations of Buyer set forth in Sections 6.3 and 6.5.  If Buyer fails to deliver written notice to
Seller of its election to terminate this Agreement on or before 6:00 p.m.
E.S.T. on the Inspection Date, then Buyer’s termination rights under this Section
6 shall be deemed to have been waived by Buyer, the Earnest Money shall be
non-refundable (unless Seller defaults as provided herein or unless any
conditions precedent to Buyer’s obligation to close, as such conditions
precedent are specifically provided under this Agreement, are not satisfied or
waived by Buyer), and the parties shall proceed with the transaction pursuant
to the remaining terms and conditions of this Agreement.


 


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


 


15





















 


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


 


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


 


Section
7.         Representations and Warranties.


 


7.1           Representations.  As
of the Effective Date, Seller hereby represents and warrants to Buyer that the
following statements are true, except as (a) may otherwise be disclosed on the “Disclosure
Schedule” attached hereto as Exhibit E and (b) expressly set forth
in any of the Seller Deliveries.


 


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


 


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


 


7.1.3                No Litigation. 
Seller has not been served with any summons and complaint with respect
to any pending, nor does Seller have any knowledge of receipt of written notice
of any threatened litigation or proceeding by any organization, person,
individual or governmental agency against Seller with respect to the Property
or against the Property as of the date of this Agreement except that
specifically disclosed to Buyer, in writing as part of Seller’s Deliveries.


 


7.1.4                Authority.  Seller is a duly organized and
validly formed limited partnership, limited liability company or general
partnership, as the case may be, under the laws of the State of its formation,
is qualified to do business in each state in which the Property it owns is
located and is not subject to any involuntary proceeding for dissolution or
liquidation thereof.


 


7.1.5                Non-Foreign Status. 
Seller is not a “foreign person” as that term is defined in the Internal
Revenue Code of 1986, as amended and the Regulations promulgated pursuant
thereto.


 


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


 


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7.1.7                Hazardous Materials. 
Except as (a) expressly and specifically set forth in any Seller
Deliveries (including without limitation, any environmental assessment
reports), (b) as otherwise expressly and specifically disclosed to Buyer in
writing prior to the Inspection Date or (c) as expressly and specifically set
forth in any report prepared by Buyer or its environmental engineers or
consultants,


 


(i)            Seller has not received any written notices
from any or all of any Governmental Authority, any Tenants or neighboring,
upgradient or downgradient property owners regarding any alleged noncompliance
with, or violation of, any environmental laws applicable to all or any portion
of the Property or the presence or release of hazardous substances on or from
any portion of the Property (except with respect to any hazardous substances
used or maintained by Tenants in the normal and ordinary course of their
respective business operations and in accordance with applicable environmental
laws); and


 


(ii)           Seller has no knowledge of any alleged noncompliance with, or violation
of, any environmental laws applicable to the Property or the presence or
release of hazardous substances on or from any portion of the Property (except
with respect to any hazardous substances used or maintained by Tenants in the
normal and ordinary course of their respective business operations and in
accordance with applicable environmental laws).


 


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


 


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


 


7.1.10              Other Agreements. 
Excepting this Agreement and the disclosures made herein and those set forth
in the Leases, Seller is not a party to any contract, agreement, or commitment
to sell, convey, assign, transfer provide rights of first refusal, or other
similar rights or otherwise dispose of any portion or portions of the Property.


 


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


 


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7.1.12              Condemnation. 
Seller has not received any written notice advising it of any pending or
threatened condemnation or other governmental taking proceedings affecting all
or any part of the Property except as disclosed to Buyer, in writing, prior to
the Inspection Date.


 


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


 


All
representations and warranties made by Seller in this Agreement shall survive
the Closing for a period of one (1) year and shall not merge into any
conveyancing documentation delivered at Closing.


 


7.2           Buyer’s Representations.  As
of the Effective Date, Buyer hereby represents and warrants Seller that that
the following statements are true:


 


7.2.1                Authority.  Buyer is a duly organized and
validly formed limited liability company under the laws of the State of
Delaware, is (or prior to Closing, shall be) qualified to do business in each
state in which the Property is located and is not subject to any involuntary
proceeding for dissolution or liquidation thereof.


 


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


 


7.3           Miscellaneous.  As
used herein, the phrase “Seller’s knowledge” or any derivation thereof shall
mean the actual knowledge of Nick Anthony, Vice President, Acquisitions/Dispositions
upon reasonable and good faith inquiry with parties who have knowledge of the
facts and circumstances set forth in this Section 7.1.  As used herein, “disclosed to Buyer in
writing” shall include those documents made available for Buyer’s review on the
Broker’s website set up specifically for this transaction.  It shall be a condition of Closing that the
representations and warranties contained in this Section 7.1 are true
and correct at Closing.  In the event
that Seller learns or determines, or Buyer actually learns or is otherwise
advised, in writing, that any of said representations or warranties that was
accurate as of the Effective Date becomes inaccurate between the Effective Date
and the Closing, Seller or Buyer, as applicable, shall immediately notify the
other party in writing (“Breach Notice”)
of such inaccuracy.  Seller shall have
the right, by so advising, in writing, within one (1) business day after Seller
or Buyer, as the case may be, delivers the Breach Notice, to extend the Closing
for up to thirty (30) days in order to allow Seller to cure the inaccuracy(ies)
noted in the Breach Notice.


 


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If
Seller so elects to extend the Closing, then Seller shall use its diligent and
good faith efforts to cure the inaccuracies noted in the Breach Notice.  In the event Seller so cures such
inaccuracy(ies), in full, this Agreement shall remain in full force and effect.  If Seller fails to timely exercise its right
to extend the Closing, or if Seller does so extend the Closing, but then fails
to cure, in full, the inaccuracies set forth in the Breach Notice, Buyer may
either (a) terminate this Agreement by written notice to Seller, in which case
the Earnest Money, together with interest earned thereon, shall be immediately
returned to Buyer and the parties shall have no further rights or obligations
hereunder, except for those which expressly survive such termination, or (b)
waive such right to terminate (but only with respect to the then-uncured
inaccuracies set forth in the Breach Notice) by proceeding with the transaction
pursuant to the remaining terms and conditions of this Agreement.  In the event Buyer elects option (b) in the
preceding sentence the representations and warranties shall be deemed to be
automatically amended to reflect the inaccuracies set forth in the Breach
Notice.  Notwithstanding and without
limiting the foregoing, (i) if any of the representations or warranties of
Seller contained in this Agreement or in any document or instrument delivered
in connection herewith are materially false or inaccurate, or Seller is in
material breach or default of any of its obligations under this Agreement that
survive Closing, and Buyer nonetheless closes the transactions hereunder and purchases
the Property, then, subject to (x) and (y) below, Seller shall have no
liability or obligation respecting such false or inaccurate representations or
warranties or other breach or default (and any cause of action resulting
therefrom shall terminate upon the Closing) in the event that either (x) on or
prior to Closing, Buyer shall have had knowledge of the false or inaccurate
representations or warranties or other breach or default, or (y) the accurate
state of facts pertinent to such false or inaccurate representations or
warranties or other breach or default was contained, in any of the Seller
Deliveries or other written information furnished or made available to or
otherwise directly obtained by Buyer, and (ii) to the extent the copies of the
Leases, the Guaranties the Service Contracts, the Commission Agreements or any
other information actually furnished or made available to or otherwise directly
obtained by Buyer with respect to the Property prior to the Closing Date
contain provisions or information that are inconsistent with the foregoing
representations and warranties, and Buyer nevertheless elects to proceed to
close under this Agreement, Seller shall have no liability or obligation
respecting such inconsistent representations or warranties (and Buyer shall
have no cause of action with respect thereto), and such representations and
warranties shall be deemed modified to the extent necessary to eliminate such
inconsistency and to conform such representations and warranties to such
Leases, Guaranties, Service Contracts, Commission Agreement and other written
information.


 


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


 


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


 


20





















 


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


 


Section
8.         Operations Pending Closing.


 


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


 


Section
9.         Conditions to Closing.


 


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


 


(a)                                  Seller shall have performed and satisfied
each and all of Seller’s obligations under this Agreement; and


 


21





















 


(b)                                 Each and all of Seller’s representations and
warranties set forth in this Agreement shall be true and correct at the
Effective Date and at the Closing Date.


 


(c)                                  Seller shall have delivered to Buyer the
Tenant Estoppel Certificates from (i) Tenants representing at least *** of the
Tenants who lease ***  or more square
feet of the leased rentable square feet of the Property, (ii) Tenants
representing at least *** of the Tenants who lease *** square feet of the
leased rentable square feet of the Property, and (iii) Tenants representing at
least *** of the Tenants who lease less than *** of the leased rentable square
feet of the Property, provided that Seller shall be deemed to have delivered
satisfactory Tenant Estoppel Certificates so long as the tenant estoppel
certificate executed by the Tenant satisfies Tenant’s estoppel certificate
requirement under its Lease. 
Nevertheless, Seller shall make reasonable efforts to procure an
Estoppel Certificate from all Tenants. 
Further, any qualification of “to Tenant’s knowledge” (or similar
qualification) with respect to any assertion in the Tenant Estoppel Certificate
regarding the status of the performance of any of landlord’s obligations under
the Lease shall be acceptable. 
Notwithstanding anything contained in this Agreement to the contrary, in
the event that, despite Seller’s good faith and reasonable efforts, Seller is
unable to obtain a Tenant Estoppel Certificate from any particular Tenant,
Seller shall have the right (but not the obligation) to deliver to Buyer on the
Closing Date a certificate (a “Seller’s Estoppel
Certificate”) in the form attached hereto and made a part hereof as Exhibit N
and in such event, Seller shall be deemed to have delivered a Tenant Estoppel
Certificate with respect to such Tenant for purposes of satisfying the
condition under this Section 9.1. 
In addition, Seller shall be released from any liability with respect to
such Seller’s Estoppel Certificate upon the sooner to occur of (i) one (1) year
following the Closing Date and (ii) the date of delivery to Buyer of a Tenant
Estoppel Certificate executed by the Tenant for which Seller has delivered such
Seller’s Estoppel Certificate.  Seller
shall be required to deliver to Buyer, promptly upon Seller’s receipt thereof,
true and complete copies of all Estoppel Certificates delivered by any and all
Tenants.


 


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


 


(e)                                  All Leases for space equal to or greater than
*** square feet that are in effect on the Inspection Date with respect to a
given Project shall be in full


 


22





















 


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


 


In the event any of the foregoing conditions are not satisfied prior to
or at the Closing, then subject to Section 7.3 hereof and to the
provisions of Section 9.1(e), Buyer may terminate this Agreement by
written notice to Seller on the Closing Date and thereafter shall have no
obligation to proceed with the Closing, the Earnest Money shall be immediately
returned and paid to Buyer, and neither party shall have any further obligation
hereunder, except those which expressly survive the termination of this
Agreement.  Notwithstanding the
foregoing, nothing contained herein shall waive or diminish any right or remedy
Buyer may have for Seller’s default or breach of this Agreement as set forth in
this Agreement.


 


9.2           Seller’s Conditions Precedent. 
Seller’s obligation to proceed to Closing under this Agreement is
subject to the following conditions precedent:


 


(a)                                  Seller receiving all corporate and
partnership approvals to complete this transaction on or before the Inspection
Date.  In the event this condition is not
satisfied on or prior to the Inspection Date, Seller may deliver written notice
thereof to Buyer on or before the Inspection Date whereupon this Agreement
shall cease and terminate, the Earnest Money shall be returned and paid to
Buyer, and neither party shall have any further obligation hereunder except
those which expressly survive the termination of this Agreement; provided,
however, that Seller shall also be required to reimburse Buyer in accordance
with the provisions of that certain Access and Indemnification Agreement, dated
as of July 27, 2005, by and between Seller and Buyer (the “AIA”).  Notwithstanding anything to the contrary set
forth above, in the event that *** does not receive its partnership approval to
sell the undeveloped Property owned by ***, as identified on Exhibit A
(“*** Property”), on or before*** , 2005
Seller shall so advise Buyer, in writing, on or before*** , 2005, whereupon the
*** Property shall be excluded from the Property, and the Purchase Price for
the undeveloped Property shall be reduced by $***  for the *** 
acre parcel and $***  for the
***  acre parcel. If Seller fails to so
notify Buyer on or before the Inspection Date, this condition shall be deemed
waived.  If the *** Property is excluded
from the Property, then Seller shall reimburse Buyer, within ten (10) days of
written demand therefor, for all out-of-pocket costs and expenses actually
incurred by Buyer with respect to its due diligence investigation of and about
the *** Property in an amount not to exceed *** 
per each parcel comprising the *** Property.


 


23





















 


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


 


Notwithstanding the foregoing, nothing contained herein shall waive or
diminish any right or remedy Seller may have for Buyer’s default or breach of
this Agreement.


 


Section 10.                                               Closing.


 


10.1         Time and Place. 
Provided that all of the conditions set forth in this Agreement are
theretofore fully satisfied or performed, the Closing shall be held in escrow
through Escrow Agent, on the Closing Date or such other date that is mutually
agreeable to Buyer and Seller unless the Closing Date is postponed pursuant to
the express terms of this Agreement.


 


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


 


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


 


(b)           A Non-Foreign Certificate, substantially in
the form attached as Exhibit G hereto.


 


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


 


(d)           The Assignment.


 


(e)           The Bill of Sale.


 


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


 


(g)           An affidavit of title or other affidavit
customarily required of sellers by the Title Insurer to remove the standard
mechanics’ liens and parties in possession exceptions from an owner’s title
insurance policy which are capable of being removed by such an affidavit.


 


(h)           Such transfer tax, certificate of value or
other similar documents customarily required of sellers in the county in which
the Property is located.  To the extent
that the parties are required to allocate the Purchase Price among Projects for
purposes of calculating transfer taxes, the parties shall utilize the allocated
values determined by Buyer, except as otherwise


 


24





















 


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


 


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


 


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


 


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


 


(l)            All Tenant Estoppel Certificates received
from Tenants.


 


(m)          The Seller Estoppel Certificate, if
applicable.


 


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


 


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


 


(a)           The Purchase Price in immediately available
funds, subject to the prorations provided for in this Agreement.


 


(b)           Counterpart originals duly executed (and
witnessed and/or notarized as necessary) by Buyer of the Assignment and the
Closing Statement.


 


(c)           Such transfer tax, certificate of value or
other similar documents customarily required of purchasers in the county in
which the Property is located.


 


(d)           Such other documents or instruments that are
reasonably necessary to consummate the Closing.


 


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


 


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Section 11.                                               Default and Remedies.


 


11.1         Buyer’s Default.  In
the event of a default by Buyer under the terms of this Agreement, the Escrow
Agent shall disburse the Earnest Money to Seller, and Seller shall, as its sole
and exclusive remedy, have the right to retain the Earnest Money for such
default of Buyer, whereupon this Agreement shall terminate and the parties
shall have no further rights or obligations hereunder, except for those which
expressly survive any such termination.  It
is hereby agreed that Seller’s damages in the event of a default by Buyer
hereunder are uncertain and difficult to ascertain, and that the Earnest Money
constitutes a reasonable liquidation of such damages and is intended not as a
penalty, but as liquidated damages.  This
provision shall expressly survive the termination of this Agreement.


 


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


 


11.3         Limitation on Liability. 
Notwithstanding anything to the contrary contained in this Agreement or
any documents executed in connection herewith, if, following the Closing, Buyer
first learns that any representations or warranties made by Seller (as may be
amended pursuant to Section 7.3) were materially inaccurate as of
the Effective Date or the Closing Date or that Seller failed to satisfy any of
its covenants or breached any of its indemnification or other obligations
(whether express or implied) of Seller under this Agreement (or any document or
certificate executed or delivered in connection herewith), then Seller shall
reimburse Buyer for all damages (actual, but not consequential) actually
incurred by Buyer as a result thereof, up to a maximum aggregate amount for all
such failures and breaches of Ten Million Dollars ($10,000,000.00), provided
that (i) Buyer notifies Seller in writing within twelve (12) months from the
Closing Date of such breach or inaccuracy and Buyer’s damages suffered in
connection therewith, and (ii) Seller shall in no event be responsible for
any consequential or punitive damages resulting from such inaccuracy.  Notwithstanding anything to the contrary
contained in this Agreement, Buyer shall have no right to recover from, or
proceed against, Seller by reason of any of the representations, warranties,
indemnifications, covenants or other obligations (whether express or implied)
of Seller under this Agreement (or any document or certificate executed or
delivered in connection herewith) upon the expiration of such twelve (12) month
period except to the extent Buyer has so notified Seller in accordance with the
terms of this Agreement within such twelve (12) month
period.  No shareholder or agent of
Seller, nor any Seller Related Parties, shall have any personal liability,
directly or indirectly, under or in connection with this Agreement or any
agreement made or entered into under or pursuant to the provisions of this
Agreement, or any amendment or amendments to any of the foregoing made at


 


26





















 


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


 


Section 12.                                               Condemnation or Destruction.


 


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


 


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


 


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


 


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


 


12.5         Awards and Proceeds.  If
Buyer does not elect, or is not entitled to, to terminate this Agreement or to
exclude the affected portion of the Property from this Agreement following any
notice of a Condemnation or notice of Damage to the Property, as provided
above, this Agreement shall remain in full force and effect and the conveyance
of the Property contemplated herein, less any interest taken by Condemnation,
or sale in lieu thereof, shall be effected with no further adjustments, except
as set forth in the succeeding sentence. 
At the Closing, Seller shall assign, transfer and set over to Buyer all
of Seller’s right, title and interest in and to any awards, payments or
insurance proceeds available to Seller or in which Seller has an interest for
the damage to, or diminution in value of, the Property that is the subject of
Condemnation or


 


27





















 


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


 


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


 


Section 13.                                               Assignment by Buyer.


 


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


 


28





















 


Agreement, are incorporated
herein or relate to the conveyance in question, including, without limitation,
all guaranties and indemnities specifically granted to Buyer hereunder or in
connection herewith.  Notwithstanding any
transfer, Buyer shall remain fully liable under this Agreement.


 


Section 14.                                               Deletion Due to Environmental Conditions.


 


Seller acknowledges that
Buyer shall perform so-called “Phase II” environmental assessments (“Phase II Assessment”) at those *** Projects and parcels of
undeveloped Property listed on Exhibit “V” attached hereto on or before
September 27, 2005, and if the results of any Phase II Assessment indicate or
evidence any or all of (x) a Release (as defined below) having occurred at any
Project; (y) a Hazardous Condition (as defined below) existing at any Project;
or (z) any violation of environmental law existing at any Project (in each
instance, an “Environmental Condition”), then
the Seller and Buyer shall thereafter negotiate, promptly and in good faith,
during any period remaining up to and including the Closing Date for a mutually
satisfactory resolution that shall address all Environmental Conditions.  Buyer acknowledges that, if Seller and Buyer
reach agreement upon a resolution to address an Environmental Condition at one
or more Projects, such agreement may involve a delay of the closing on the
applicable Project so as to enable Seller to perform, or cause to be performed,
any necessary remediation.  If, despite
their respective reasonable efforts, Seller and Buyer fail to agree upon a
resolution to address all Environmental Conditions on or before the Inspection
Date, then Buyer shall have the right, on or before the Inspection Date, to
either (a) proceed to close its acquisition of the Property pursuant to the
terms of this Agreement; or (b) elect to exclude from this Agreement those
Projects with respect to which there are unresolved Environmental Conditions
(the “Environmental Deleted Property”), in
which event the Purchase Price shall be reduced by the allocable portion
thereof, attributable to the Environmental Deleted Property on Exhibit “V”,
and Buyer shall otherwise proceed to close hereunder with respect to all of the
Property except the Environmental Deleted Property.  Notwithstanding the foregoing deletion right,
however, in no event may there be more than *** Projects that constitute
Environmental Deleted Property.  Each of
Seller and Buyer shall pay 50% of the actual, third party costs that Buyer
incurs to perform the Phase II Assessments at all *** properties identified on Exhibit
“V.”  Seller shall reimburse Buyer
for Seller’s 50% of such costs within ten (10) days after Buyer delivers to
Seller reasonable written evidence of the costs for which Buyer is seeking
reimbursement.  The foregoing
reimbursement obligation shall survive the Closing.


 


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


 


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


 


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


 


29





















 


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


 


(iii)          “Release” means any discharge, emission,
escape, injection, leak, migration, spill, dumping or other release of any
Hazardous Material into the environment, whether or not notification or
reporting to any governmental agency was or is required in violation of any
Environmental Laws and which requires clean-up or remediation.


 


Section 15.                                               Brokers and Brokers’ Commissions.


 


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


 


Section 16.                                               Notices.


 


Wherever any notice or other communication is required or permitted
hereunder, such notice or other communication shall be in writing and shall be
delivered by hand, by nationally-recognized overnight express delivery service,
by U.S. registered or certified mail, return receipt requested, postage
prepaid, or by facsimile with confirmation to the addresses set out below or at
such other addresses as are specified by written notice delivered in accordance
herewith:


 


SELLER:                                 Duke Realty Limited Partnership

Attn: Nick Anthony

600 E 96th Street, Suite 100

Indianapolis, IN 46240

Fax:  (317) 808-6794


 


with copy to:                         Duke Realty Limited Partnership

Attn:  Ann C. Dee, Esq.

4225 Naperville Road, Suite 150

Lisle, IL 60532

Fax:  (630) 577-7978


 


BUYER:                                  c/o First Industrial Realty Trust, Inc.

Attn:  Johannson Yap

311 South Wacker Drive, Suite 4000


 


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Chicago, IL 
60606


Fax:  (312)
895-9322


 


with copy to:                         CB Richard Ellis Investors

Attn:  Vic Bucchere

800 Boylston Street, Suite 1475

Boston, MA  02199

Fax:  (617) 425-2801


 


and with a copy to:              Barack Ferrazzano Kirschbaum Perlman &
Nagelberg LLP

Attn:  Suzanne Bessette-Smith, Esq.

333 West Wacker Drive, Suite 2700

Chicago, IL  60606

Fax:  (312) 984-3150


 


Such notices shall be deemed received (a) on
the date of delivery, if delivered by hand or overnight express delivery
service; (b) on the date indicated on the return receipt if mailed; or (c) on
the date of facsimile, if sent by facsimile and confirmed.


 


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Section 17.                                               Disclaimer of Condition.


 


17.1         Disclaimer.  Subject to the express
representations and warranties made by Seller in this Agreement, and any
express representations and warranties made by Seller in any of the
documentation delivered to Buyer by Seller at Closing and pursuant to Section
10.2, it is understood and agreed that Seller is not making and has not at
any time made any warranties or representations of any kind or character,
expressed or implied, with respect to the Property, including, but not limited
to, any warranties or representations as to habitability, merchantability,
fitness for a particular purpose, title (other than Seller’s limited warranty
of title to be set forth in the Deed), zoning, tax consequences, latent or
patent physical or environmental condition, utilities, operating history or
projections, valuation, governmental approvals, the compliance of the Property
with governmental laws, the truth, accuracy or completeness of the Property
documents or any other information provided by or on behalf of Seller to Buyer,
or any other matter or thing regarding the Property.  Subject to the express representations and
warranties made by Seller in this Agreement, and any express representations
and warranties made by Seller in any of the documentation delivered to Buyer by
Seller at Closing and pursuant to Section 10.2, Buyer acknowledges and
agrees that, upon Closing, Seller shall sell and convey to Buyer and Buyer
shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS,” except to the
extent otherwise expressly provided in this Agreement.  Except with respect to, and subject to, the
express representations and warranties made by Seller in this Agreement, and
any express representations and warranties made by Seller in any of the
documentation delivered to Buyer by Seller at Closing and pursuant to Section
10.2, Buyer has not relied and will not rely on, and Seller is not liable
for or bound by, any expressed or implied warranties, guaranties, statements,
representations or information pertaining to the Property or relating thereto
(including specifically, without limitation, Property information packages
distributed with respect to the Property) made or furnished by Seller, the
manager of the Property, or any real estate broker or agent representing or
purporting to represent Seller, to whomever made or given, directly or
indirectly, orally or in writing.  Seller
acknowledges that Buyer is relying upon the information set forth in the
Seller’s Deliveries.  Buyer represents to
Seller that Buyer has conducted, or will conduct prior to Closing, such
investigations of the Property, including but not limited to, the physical and
environmental conditions thereof, as Buyer deems necessary to satisfy itself as
to the condition of the Property and the existence or nonexistence or curative
action to be taken with respect to any hazardous or toxic substances on or
discharged from the Property, and will rely upon same (in addition to its
reliance upon Seller’s express representations and warranties made in this
Agreement) and not upon any information provided by or on behalf of Seller or
its agents or employees with respect thereto, other than such representations,
warranties and covenants of Seller as are expressly set forth in this Agreement
or in any of the documentation that Seller delivers to Buyer at Closing and
pursuant to Section 10.2.  Subject
to (and in reliance upon) the express representations and warranties made by
Seller in this Agreement, and any express representations and warranties made
by Seller in any of the documentation delivered to Buyer by Seller at Closing
and pursuant to Section 10.2, upon Closing, (a) Buyer shall assume the
risk that adverse matters, including but not limited to, construction defects
and adverse physical and environmental conditions, may not have been revealed
by Buyer’s investigations, and (b) Buyer shall be deemed to have waived,
relinquished and released Seller (and Seller’s officers, directors,
shareholders, employees and agents) from and against any and all claims,
demands, causes of action (including, without limitation, causes of action in
tort), losses, damages, liabilities, costs and expenses (including, without
limitation, attorneys’ fees and court costs) of any and every kind or
character, known or unknown, which Buyer might have asserted


 


32





















 


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


 


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


 


Section
18.                                               Miscellaneous.


 


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


 


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


 


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


 


18.4         Binding Effect.  This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, legal
representatives, successors and assigns (subject to Section 13 above).


 


18.5         Amendments.  No amendment to this Agreement
shall be binding on any of the parties hereto unless such amendment is in
writing and is executed by the party against whom enforcement of such amendment
is sought.


 


18.6         Date For Performance.  If
the time period by which any right, option or election provided under this
Agreement must be exercised, or by which any act required hereunder must be
performed, or by which the Closing must be held, expires on a Saturday, Sunday
or legal or


 


33





















 


bank
holiday, then such time period shall be automatically extended through the
close of business on the next regularly scheduled business day.


 


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


 


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


 


18.9         Time of the Essence.  Time
shall be of the essence of this Agreement and each and every term and condition
hereof.


 


18.10       Severability.  This Agreement is intended to be performed in
accordance with, and only to the extent permitted by, all applicable laws,
ordinances, rules and regulations.  If
any term or provision of this Agreement or the application thereof to any
person or circumstance shall for any reason and to any extent be held to be
invalid or unenforceable, then such term or provision shall be ignored, and to
the maximum extent possible, this Agreement shall continue in full force and
effect, but without giving effect to such term or provision.


 


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


 


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


 


18.13       Publicity.  Between the Effective Date and the Closing,
Seller and Buyer shall discuss and coordinate with respect to any public filing
or announcement concerning the purchase and sale as contemplated hereunder.


 


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


 


34





















 


Section
19.                                               Miscellaneous Agreements.


 


19.1         *** Annexation Agreement. 
Buyer acknowledges that Seller has advised Buyer that, as of the
Effective Date, Seller is negotiating with the City of *** for the annexation
of multiple parcels of property that Seller owns, and among the parcels that
may be annexed to the *** are those commonly known as ***  and*** . 
Seller has further advised Buyer that the annexation process will not be
completed by Closing.  Prior to the
Closing Date, Seller agrees to make available to Buyer true, complete and
correct copies of any and all documentation, of any nature (e.g. drafts of
annexation agreement, City resolution or ordinance, correspondence, minutes of
meetings) relating to such pending annexation in Seller’s possession.  If Buyer does not terminate this Agreement on
or before the Inspection Date, Buyer agrees to reasonably cooperate with Seller
(but without any out-of-pocket cost to Buyer) with respect to the consummation
of the annexation and to allow the Property known as ***  and *** to be annexed into the*** .  Seller shall be solely responsible for any
and all costs and expenses incurred in connection with such annexation
process.  Seller hereby agrees to use
good faith and diligent efforts to complete the annexation process as
expeditiously as possible.  Seller shall
keep Buyer fully and currently informed and advised with respect to the status
of such annexation.  The provisions of
this Section 19.1 shall survive the Closing and shall not merge into any
conveyancing documents delivered at Closing.


 


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


 


35





















 


and
all necessary documents to satisfy the Subdivision Conditions.  Seller may not, however, legally subdivide
the *** Land from *** Drive except on a conditional basis such that the formal
subdivision is not effective until the date on which Buyer conveys the *** Land
to Seller.  Buyer shall have the rights
to reasonably approve any plat of subdivision or comparable documentation
required to satisfy the Subdivision Condition. 
Seller shall have thirty (30) days after providing notice of its desire
to exercise the Purchase Option to Buyer to complete its due diligence on the
***  Land and, in such case, Seller’s due
diligence investigations shall be conducted pursuant to the same standards and
obligations (including, but not limited to, insurance coverage and indemnification)
as are imposed under this Agreement with respect to Buyer’s due diligence
investigations of and about the Property. 
*** Seller shall have the right to terminate the exercise of its
Purchase Option at any time and for any reason during its thirty (30) day due
diligence period.  If Seller does not
terminate its exercise of its Purchase Option to purchase prior to the
expiration of its due diligence period, then Buyer and Seller shall close on
the *** Land within ten (10) days after the expiration of the due diligence
period.  Seller shall acquire the ***
Land on a strictly “as-is, where-is” basis, without any representation or
warranty, of any nature whatsoever, from Buyer except those normal and
customary representations and warranties contained in any of the closing
documents.  Buyer shall  not be required to provide Seller with any
title insurance or any survey of the *** Land.  
Buyer shall deliver at closing a limited warranty deed conveying the ***
Land to Seller, subject to all of the same Permitted Title Exceptions that Buyer
accepted when it acquired the *** Land from Seller, along with such other
closing documents as are customary for similar type closings (but without any
requirement that Buyer provide any representation or warranty, of any nature,
or undertake any liability to or for the benefit of, Seller except those
customarily given and similar to those provided in this Agreement), and Seller
shall deliver the purchase price for the *** Land to Buyer via federal wire
transfer and subject to a real estate tax proration based on land values only
for the *** Land, calculated in accordance with the same method pursuant to
which the real estate taxes were prorated under this Agreement.  Seller shall also be responsible, at Seller’s
sole cost, to cause a real estate tax division to occur, as quickly as is
possible following the closing of the conveyance of the *** Land to Seller,
between the *** Land and *** , so as to cause each of the *** Land and *** to
have a separate and distinct tax identification number.  The provisions of this Section 19.2 shall
survive the Closing and shall not merge into any conveyancing documents
delivered at Closing.


 


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


 


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


 


36





















 


perform
its due diligence investigations at, to, in and about the Pending Land Sale
Property that has been excluded from this Agreement in an amount*** .  Such reimbursement obligation shall survive
the Closing.  If Seller fails to timely
so notify Buyer of any exclusion of the Pending Land Sale Property, then Seller
shall convey the Pending Land Sale Property to Buyer at Closing.


 


19.5         *** Property.  Seller has
advised Buyer that *** (“*** “), a Tenant at the portion of the Property
commonly known as *** (“*** Property”),
has, under the terms of its respective Lease, an option to acquire the ***
Property.  *** has advised Seller that
*** has exercised its purchase option and, therefore, *** and Seller are
currently negotiating the terms and provisions of a purchase and sale
contract.  In the event that, prior to
Closing, Seller and *** enter into a binding contract, free of contingencies,
for the sale of the *** Property (the “*** Contract”),
then Seller may exclude the *** Property from this Agreement, by so advising
Buyer, in writing, prior to the Closing Date whereupon:  (a) the Purchase Price shall be reduced by
$*** , and (b) Seller shall reimburse Buyer, within ten (10) days after written
demand therefor, for all of the reasonable, documented third party costs and
expenses that Buyer incurred in order to perform its due diligence
investigations at, to, in and about the *** Property in an amount*** .  Such reimbursement obligation shall survive
the Closing.  If Seller and *** fail to
enter into the *** Contract prior to Closing, then, at Closing, Seller shall
convey the *** Property to Buyer.


 


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


 


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


 


37





















 


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


 


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


 


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


 


Seller
and Buyer have agreed to delay the Closing of Buyer’s acquisition of the ***
Project so as to provide Seller with an opportunity to satisfy*** ‘s
Conditions, and to consummate Seller’s acquisition of the Parking Parcel.  Seller shall use its reasonable, diligent and
good faith efforts to satisfy*** ‘s Conditions and to consummate its acquisition
of the Parking Parcel within *** days after the Closing Date.  Seller shall keep Buyer regularly apprised,
in writing, of the status of Seller’s efforts to satisfy*** ‘s conditions and
to acquire the Parking Parcel.  Seller
shall not execute any such Lease amendment with *** unless and until the Lease
amendment is approved by Buyer, which approval shall not be unreasonably
withheld or delayed.  Seller shall be
solely responsible for the payment of any and all costs and expenses incurred
to satisfy*** ‘s Conditions and to consummate its acquisition of the Parking
Parcel.  Seller may relocate *** to any
other property that Seller desires and need not seek Buyer’s approval of the
replacement leased premises.


 


It
shall be a condition precedent to Buyer’s obligation to acquire the *** Project
that all of the following are satisfied:


 


38





















 


(i)            Seller and *** have executed and delivered to
one another an amendment to*** ‘s existing Lease pursuant to which, among other
things, *** leases the entire *** Project and such amendment is approved by
Buyer, as provided above;


 


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


 


(iii)          Seller has consummated its acquisition of the
Parking Parcel;


 


(iv)          Seller has improved the Parking Parcel by
constructing and installing thereon (in a location, design and configuration
reasonably approved by Buyer) a surface parking lot, striped to accommodate
vehicular parking and providing sufficient parking to satisfy any parking
requirements imposed under*** ‘s Lease amendment (the “Parking Lot”).  Seller shall construct the Parking Lot at
Seller’s sole expense and in accordance with all applicable requirements of all
Governmental Authorities.


 


(v)           Seller procures and delivers to Buyer a
Tenant Estoppel from*** , confirming with specificity, that the *** Lease
amendment is in full force and effect and that*** ‘s Conditions have been
satisfied;


 


(vi)          Seller procures and delivers to Buyer a
Survey of the aggregate parcel created by combining the *** Project and the
Parking Parcel (the “Combined Project”);
and


 


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


 


The
items described in (i) through (vii) are collectively referred to as the “*** Closing Conditions.” 
When Seller has satisfied the *** Closing Conditions, Seller shall so
advise Buyer, in writing (“*** Satisfaction Notice”),
and within ten (10) business days after Seller delivers the *** Satisfaction
Notice, but on a date mutually and reasonably acceptable to Seller and Buyer,
Seller and Buyer shall proceed to consummate the sale and conveyance to Buyer
of the Combined Project for the allocated value assigned to the *** Project, as
mutually and reasonably determined by Seller and Buyer, and pursuant to, and
subject to, all of the same terms, conditions, requirements and procedures
imposed under this Agreement with respect to the remainder of the Property.  The provisions of this Section 19.8
shall survive the Closing (with respect to the remainder of the Property) and
shall not merge into any conveyancing documents delivered at that Closing.


 


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


 


39





















 


the Leases for the *** Project have been terminated or
rendered terminable as a result of the tornado damage.  Seller further covenants and agrees that
Seller shall deliver to Buyer Tenant Estoppels from the Tenants at the *** Project that include a specific
confirmation that Seller has completed the *** Repairs for which Seller, as landlord, is responsible
pursuant to each Tenant’s respective Lease requirements.


 


19.10       Tenants and Rights of
First Offer.  Seller has advised
Buyer that *** Tenants have
rights of first offer (“ROFO”) to
acquire the Building in which their respective leased premises are
located.  Those Tenants are:  *** ,
leasing space at the Project commonly known as*** (“*** “);*** , leasing space at the Project
commonly known as*** (“*** “);*** , leasing space in the ***
Property; and *** (“*** “), leasing space at the Project
commonly known as ***.  Of these Tenants, *** did exercise its ROFO and, as provided in Section 19.5,
Seller and *** are currently
negotiating the terms of the *** Contract.  Seller has delivered to Buyer letters from *** and*** , confirming that each of them waives its ROFO.  Seller has advised Buyer that *** failed to timely respond to the
ROFO notice that Seller delivered to ***
and, therefore, *** has
automatically waived its ROFO; however, Seller shall make reasonable efforts to
procure from *** a written
confirmation of*** ‘s waiver of
its ROFO.


 


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


 


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


 


40





















 


in the Easement
Agreement, and (c) such owners’ association may levy assessments against the
owners of those properties encumbered by the Easement Agreement.  Seller has advised Buyer that, to Seller’s knowledge,
no owners’ association has been formed and Seller has never received a billing
statement for any assessments due in connection with the maintenance and repair
of common areas under the Easement Agreement. 
Seller has further advised Buyer that (i) to Seller’s knowledge,
there are no common areas within the real properties that are encumbered by the
Easement Agreement that would be maintained by an owners’ association;
(ii) there are no shared roads used in common by Seller’s Projects and
those of the other properties encumbered by the Easement Agreement; and
(iii) to Seller’s knowledge, Enterprise Drive is a publicly dedicated
road, as reflected in Plat Book 348, Page 64.


 


19.12       Additional Consideration
Owed by Seller to *** Investment Company. 
Seller has advised Buyer that, when Seller acquired the land upon which
certain of the Projects located in *** were
constructed (Assets Nos. 202 and 204) from *** Investment Company (““), Seller agreed to pay to *** certain
additional future consideration for such land (the “Land”),
based upon Seller’s development of the ***
Land and the extent to which those buildings that Seller constructs and
develops on the *** Land are
built out and improved as office space. 
Seller has further advised Buyer that such obligation to pay additional
consideration to *** is purely a
contractual obligation between Seller and ***; the obligation does not encumber
or run with the *** Land; and the obligation shall not be binding upon Buyer,
its successors and assigns.  The parties
acknowledge, however, that those buildings constructed on the *** Land are not
yet entirely improved, built out and finished; as a result, additional
office-based tenant improvements and finishes may be constructed and installed,
by Buyer, on a post-Closing basis.  Buyer
hereby covenants and agrees that Buyer shall use reasonable, good faith efforts
to promptly advise Seller, in writing, from time to time after Closing, when
and as Buyer completes the installation and construction of tenant improvements
and finishes that constitute office space in either or both of Assets Nos.*** . 
Seller is and shall remain solely and exclusively responsible for the
timely payment, in full, of any and all additional consideration owed to *** as
a result of, or due to, the construction and installation, in either or both of
Assets Nos.*** , of tenant
improvements and build out designed to create office space (“Office Improvements Consideration”), whether such
construction and installation of office improvements occurs prior to, or
subsequent to, Closing.  Seller hereby
indemnifies, defends and holds Buyer, its members, and the successors and
assigns of Buyer and its members (collectively, “*** Indemnified Parties”),
harmless from and against any and all claims, damages (actual, but not
consequential), losses, causes of action, judgments, costs and expenses
(including, but not limited to, court costs and attorneys’ reasonable fees)
actually suffered or incurred by any or all of the *** Indemnified Parties as a direct result of Seller’s failure
to timely pay to*** , at any
time or from time to time, any or all of the Office Improvements
Consideration.  The foregoing indemnity
shall not apply with respect to any Office Improvements Consideration due and
owing to *** solely and directly
as a result of, or in connection with, improvements about which Buyer fails to
notify Seller, as contemplated above. 
The provisions of this Section 19.2 shall survive the Closing and
shall not be subject to, or included within, the monetary limitation imposed
under Section 11.3.


 


19.13       Potential Acquisition of
Membership Interests.  Seller and
Buyer acknowledge and agree that, prior to Closing and upon Buyer’s request and
cost, Seller shall transfer and convey those of the Projects located in Ohio to
a newly created Delaware limited liability


 


41





















 


company (“Newco”) in which the initial member(s) shall be that Seller
entity that currently holds fee simple title to the Ohio Projects.  In that event, then at Closing, Buyer shall
acquire the Ohio projects by an assignment of one hundred percent (100%) of the
membership interests in Newco.  The form
and substance of the document by which such membership interests are transferred
and conveyed to Buyer shall be mutually and reasonably acceptable to Seller and
Buyer and shall, among other things, include an indemnity from Newco’s
member(s) for the benefit of Buyer, with respect to any liabilities and
obligations that Newco incurs or for which it becomes responsible due to the
actions of Seller’s Newco members prior to the Closing Date and an indemnity
from Newco’s transferee member(s) for the benefit of Seller with respect to any
liabilities and obligations that Newco incurs or for which it becomes
responsible after the Closing Date.  In
light of the parties’ agreement, as set forth in this Agreement, that Seller
shall pay all transfer taxes imposed in connection with the fee simple transfer
of the Property to Buyer, Seller hereby covenants and agrees that it shall
remain liable for the payment of any transfer taxes (in the amount it would
have paid under this Agreement absent a transfer to Newco), that may ultimately
be imposed in connection with Buyer’s acquisition of the Ohio Projects in the
event that, following the Closing, any governmental authority having
jurisdiction over any or all of the Ohio Projects successfully challenges the
means by which Buyer acquires the Ohio Projects without having paid transfer
taxes; provided, however, that if Buyer wishes to contest any such challenge by
the governmental authority, Buyer shall be solely responsible for any costs and
expenses incurred by Seller in connection with such contest (although Seller
shall reasonably cooperate with Buyer in its pursuit of such contest, but
without any out-of-pocket expense to Seller). 
The provisions of the preceding sentence shall survive the Closing and
shall not merge into the conveying documents delivered at Closing.


 


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


 


42





















 


Parking Owner with
evidence of insurance naming the Parking Owner as an additional insured on
liability insurance covering the use of the parking Improvements.  The Parking Owner shall not have any
responsibility to maintain or repair the parking Improvements.


 


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


 


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43





















 


IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be executed by its duly authorized signatory,
effective as of the day and year first above written.


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  DUKE REALTY LIMITED PARTNERSHIP,

  an Indiana general partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Duke Realty Corporation,

  its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Howard L. Feinsand

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  	
   

  
	
   

  	
   

  	
   

  	
  General Counsel and Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DUKE REALTY OHIO,

  an Indiana general partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Duke Realty Limited Partnership,

  a general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Duke Realty Corporation, its

  general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Howard L. Feinsand

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  	
   

  
	
   

  	
   

  	
   

  	
  General Counsel and Secretary

  	
   

  
										



 


S-1





















 


	
   

  	
  EDENVALE EXECUTIVE CENTER, L.L.C.,

  an Indiana general partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Duke Realty Limited Partnership,

  a general partner, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Duke Realty Corporation,

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Howard L. Feinsand

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  	
   

  
	
   

  	
   

  	
   

  	
  General Counsel and Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
  MV MINNEAPOLIS LUNAR POINTE I, LLC

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Duke Realty Limited Partnership, an

  Indiana limited partnership, sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Duke Realty Corporation,

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Howard L. Feinsand

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  	
   

  
	
   

  	
   

  	
   

  	
  General Counsel and Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DUGAN REALTY, L.L.C.,

  an Indiana limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Duke Realty Limited Partnership,

  an Indiana limited partnership, its member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Duke Realty Corporation, an Indiana

  corporation, its general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Howard L. Feinsand

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  	
   

  
	
   

  	
   

  	
   

  	
  General Counsel and Secretary

  	
   

  
												



 


S-2





















 


	
   

  	
  WEEKS DEVELOPMENT PARTNERSHIP,

  a Georgia general partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Weeks Realty Services, Inc., a Georgia

  corporation, Managing General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Howard L. Feinsand

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  	
   

  
	
   

  	
   

  	
   

  	
  General Counsel and Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DUKE CONSTRUCTION LIMITED

  PARTNERSHIP,

  an Indiana limited partnership

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Duke Business Centers Corporation,

  an Indiana corporation, its general

  partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Howard L. Feinsand

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Howard L. Feinsand

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  	
   

  
	
   

  	
   

  	
   

  	
  General Counsel and Secretary

  	
   

  
															



 


S-3





















 


	
   

  	
  BUYER:

  
	
   

  	
   

  
	
   

  	
  FIRSTCAL INDUSTRIAL 2 ACQUISITION,

  LLC, a Delaware limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  FIRSTCAL INDUSTRIAL 2, LLC, a

  Delaware limited liability company and its

  sole member, by its two (2) members:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  FR FirstCal 2, LLC, a Delaware

  limited liability company and its

  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  First Industrial Development

  Services, Inc., a Maryland

  corporation and its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Johannson Yap

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
    Johannson Yap, Executive

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
    Vice President

  



 


S-4





















 


EXHIBIT A


 


DESCRIPTION
OF BUILDINGS AND LAND


 


ATLANTA,
GA


Asset
Nos. 101-188


 


	
  ASSET

  #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  101

  	
   

  	
  805 Franklin Court

  	
   

  	
  Marietta, GA

  	
   

  	
  Cobb

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  102

  	
   

  	
  810 Franklin Court

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  103

  	
   

  	
  811 Livingston Court

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  104

  	
   

  	
  825 Franklin Court

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  105

  	
   

  	
  830 Franklin Court

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  106

  	
   

  	
  835 Franklin Court

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  107

  	
   

  	
  840 Franklin Court

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  108

  	
   

  	
  821 Livingston Court

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  109

  	
   

  	
  841 Livingston Court

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  110

  	
   

  	
  993 Mansell Road

  	
   

  	
  Roswell, GA

  	
   

  	
  Fulton

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  111

  	
   

  	
  995 Mansell Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  112

  	
   

  	
  997 Mansell Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  113

  	
   

  	
  999 Mansell Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  114

  	
   

  	
  1003 Mansell Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  115

  	
   

  	
  1005 Mansell Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  116

  	
   

  	
  1007 Mansell Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  117

  	
   

  	
  1009 Mansell Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  118

  	
   

  	
  1011 Mansell Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  119

  	
   

  	
  11415 Old Roswell Rd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  120

  	
   

  	
  11545 Wills Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  121

  	
   

  	
  1750 Founders Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  



 


A-1





















 


	
  ASSET

  #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  122

  	
   

  	
  1735 Founders Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  123

  	
   

  	
  105 Hembree Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  124

  	
   

  	
  150 Hembree Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  125

  	
   

  	
  200 Hembree Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  126

  	
   

  	
  645 Hembree Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  127

  	
   

  	
  655 Hembree Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  128

  	
   

  	
  250 Hembree Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  129

  	
   

  	
  660 Hembree Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  130

  	
   

  	
  245 Hembree Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  131

  	
   

  	
  1100 Northmeadow Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  132

  	
   

  	
  1150 Northmeadow Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  133

  	
   

  	
  1125 Northmeadow Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  134

  	
   

  	
  1175 Northmeadow Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  135

  	
   

  	
  1250 Northmeadow Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  136

  	
   

  	
  1225 Northmeadow Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  137

  	
   

  	
  1325 Northmeadow Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  138

  	
   

  	
  1350 Northmeadow Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  139

  	
   

  	
  1335 Northmeadow Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  140

  	
   

  	
  11835 Alpharetta Hwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  141

  	
   

  	
  11390 Old Roswell Rd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  142

  	
   

  	
  1400 Hembree Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  143

  	
   

  	
  235 Hembree Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  144

  	
   

  	
  1115 Northmeadow Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  145

  	
   

  	
  1200 Northmeadow Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  146

  	
   

  	
  1335 Capital Cr.

  	
   

  	
  Marietta, GA

  	
   

  	
  Cobb

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  147

  	
   

  	
  1337-41-51 Capital Cr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  



 


A-2





















 


	
  ASSET

  #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  148

  	
   

  	
  2260 Northwest Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  149

  	
   

  	
  2252 Northwest Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  150

  	
   

  	
  2242 Northwest Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  151

  	
   

  	
  2256 Northwest Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  152

  	
   

  	
  2244 Northwest Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  153

  	
   

  	
  2150 Northwest Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  154

  	
   

  	
  2152 Northwest Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  155

  	
   

  	
  2130 Northwest Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  156

  	
   

  	
  2270 Northwest Pkwy.

  	
   

  	
  “

  	
   

  	
   

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  157

  	
   

  	
  2275 Northwest Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  158

  	
   

  	
  2915 Courtyards Drive

  	
   

  	
  Norcross, GA

  	
   

  	
  Gwinnett

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  159

  	
   

  	
  2925 Courtyards Drive

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  160

  	
   

  	
  2975 Courtyards Drive

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  161

  	
   

  	
  2995 Courtyards Drive

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  162

  	
   

  	
  2725 Northwoods Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  163

  	
   

  	
  2755 Northwoods Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  164

  	
   

  	
  2775 Northwoods Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  165

  	
   

  	
  2850 Colonnades Ct.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  166

  	
   

  	
  3040 Northwoods Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  167

  	
   

  	
  3055 Northwoods Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  168

  	
   

  	
  3075 Northwoods Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  169

  	
   

  	
  3100 Northwoods Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  170

  	
   

  	
  3155 Northwoods Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  171

  	
   

  	
  3175 Northwoods Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  172

  	
   

  	
  2825 Breckinridge Blvd.

  	
   

  	
  Duluth, GA

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  173

  	
   

  	
  2875 Breckinridge Blvd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  



 


A-3





















 


	
  ASSET

  #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  174

  	
   

  	
  2885 Breckinridge Blvd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  175

  	
   

  	
  3170 Reps Miller Road

  	
   

  	
  Norcross, GA

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  176

  	
   

  	
  3180 Reps Miller Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  177

  	
   

  	
  3190 Reps Miller Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  178

  	
   

  	
  11800 Wills Road

  	
   

  	
  Roswell, GA

  	
   

  	
  Fulton

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  179

  	
   

  	
  11810 Wills Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  180

  	
   

  	
  11820 Wills Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  181

  	
   

  	
  560 Old Peachtree Rd.

  	
   

  	
  Suwanee, GA

  	
   

  	
  Gwinnett

  	
   

  	
  DDRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  182

  	
   

  	
  5755 Peachtree Ind. Blvd.

  	
   

  	
  Norcross, GA

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  183

  	
   

  	
  5765 Peachtree Ind. Blvd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  184

  	
   

  	
  5775 Peachtree Ind. Blvd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  185

  	
   

  	
  Northbrook – Dugan Land

  	
   

  	
  Suwanee, GA

  	
   

  	
  “

  	
   

  	
  Dugan Realty, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  186

  	
   

  	
  Northbrook - DRLP Land

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  187

  	
   

  	
  Northbrook - WDP Land

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  Weeks Development
  Partnership

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  188

  	
   

  	
  Franklin Forest Flood Plain

  	
   

  	
  Marietta, GA

  	
   

  	
  Cobb

  	
   

  	
  DRLP

  	
   

  



 


ORLANDO,
FLORIDA


Asset
Nos. 201 - 209


 


	
  ASSET #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  201

  	
   

  	
  7101 TPC Drive

  	
   

  	
  Orlando, FL

  	
   

  	
  Orange

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  202

  	
   

  	
  7022 TPC Drive

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  203

  	
   

  	
  6200 Lee Vista Blvd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  204

  	
   

  	
  7100 TPC Drive

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  205

  	
   

  	
  100 Technology Pkwy.

  	
   

  	
  Lake Mary, FL

  	
   

  	
  Seminole

  	
   

  	
  DRLP

  	
   

  



 


A-4





















 


	
  ASSET #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  206

  	
   

  	
  525 Technology Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  207

  	
   

  	
  255 Technology Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  208

  	
   

  	
  200 Technology Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  209

  	
   

  	
  250 Technology Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  



 


CINCINNATI,
OHIO


Asset
Nos. 301 - 319


 


	
  ASSET #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  301

  	
   

  	
  4514-4548 Cornell Rd. &

  11253-11277 Williamson Rd.

  	
   

  	
  Cincinnati, OH

  	
   

  	
  Hamilton

  	
   

  	
  Duke Realty Ohio
  (“DRO”)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  302

  	
   

  	
  6465 Creek Rd.

  	
   

  	
  Blue Ash, OH

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  303

  	
   

  	
  6245 Creek Rd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  304

  	
   

  	
  2702-2758 East Kemper Rd.

  	
   

  	
  Cincinnati, OH

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  305

  	
   

  	
  2800-2888 East Kemper Rd.

  	
   

  	
  Sharonville, OH

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  306

  	
   

  	
  2931-2961 East Kemper Rd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  307

  	
   

  	
  11490-11550 Enterprise Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  308

  	
   

  	
  2831 East Kemper Rd. & 11473-11493 Enterprise
  Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  309

  	
   

  	
  11785 Highway Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  310

  	
   

  	
  11815 Highway Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  311

  	
   

  	
  6900 - 6918 Fairfield Business Dr.

  	
   

  	
  Fairfield, OH

  	
   

  	
  Butler

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  312

  	
   

  	
  6820 - 6838 Fairfield Business Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  313

  	
   

  	
  10150 - 10188 International Blvd.

  	
   

  	
  Cincinnati, OH

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  314

  	
   

  	
  5549 - 5585 Spellmire Rd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  



 


A-5





















 


	
  ASSET #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  315

  	
   

  	
  5616 Spellmire Rd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  316

  	
   

  	
  9021 - 9035 Meridian Way

  	
   

  	
  W.Chester,OH

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  317

  	
   

  	
  4700 Duke Dr.

  	
   

  	
  Mason, OH

  	
   

  	
  Warren

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  318

  	
   

  	
  4690 Parkway Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  319

  	
   

  	
  4900 Parkway Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  



 


CLEVELAND,
OHIO


Asset
Nos. 401 - 420


 


	
  ASSET #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  401

  	
   

  	
  6230 Cochran

  	
   

  	
  Solon, OH

  	
   

  	
  Cuyahoga

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  402

  	
   

  	
  5821 Harper

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  403

  	
   

  	
  6161 Cochran

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  404

  	
   

  	
  5901 Harper

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  405

  	
   

  	
  6661 Cochran

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  406

  	
   

  	
  6521 Davis

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  407

  	
   

  	
  30301 Carter Street

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  408

  	
   

  	
  12200 Alameda Dr.

  	
   

  	
  Strongsville, OH

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  409

  	
   

  	
  13325 Darice Parkway

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  410

  	
   

  	
  13675 Darice Parkway

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  411

  	
   

  	
  13500 Darice Parkway

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  412

  	
   

  	
  12850 Darice Parkway

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  413

  	
   

  	
  12930 Darice Parkway

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  414

  	
   

  	
  Intentionally Omitted

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  415

  	
   

  	
  1864 Enterprise Pkwy + Land

  	
   

  	
  Twinsburg, OH

  	
   

  	
  Summit

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  416

  	
   

  	
  1842 Enterprise Parkway

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  



 


A-6





















 


	
  ASSET #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  417

  	
   

  	
  28900 Fountain Parkway

  	
   

  	
  Solon, OH

  	
   

  	
  Cuyahoga

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  418

  	
   

  	
  5335 Avion Park Dr. + Land

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  419

  	
   

  	
  8220 Mohawk Dr. + Land

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  420

  	
   

  	
  Park 82 Land

  	
   

  	
  Strongsville, OH

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  



 


COLUMBUS,
OHIO


Asset
Nos. 501 - 513


 


	
  ASSET #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  501

  	
   

  	
  7719 Graphics Way

  	
   

  	
  Lewis Center, OH

  	
   

  	
  Delaware

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  502

  	
   

  	
  459 Orange Point Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  503

  	
   

  	
  3940 Gantz Road

  	
   

  	
  Grove City, OH

  	
   

  	
  Franklin

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  504

  	
   

  	
  4000 Gantz Road

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  505

  	
   

  	
  2190-2200 Westbelt Dr.

  	
   

  	
  Columbus, OH

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  506

  	
   

  	
  2787-2805 Charter St.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  507

  	
   

  	
  2829-2843 Charter St.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  508

  	
   

  	
  3800 Zane Trace Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  509

  	
   

  	
  3635 Zane Trace Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  510

  	
   

  	
  Orange Pointe Land (4.35 acres)

  	
   

  	
  “

  	
   

  	
  Delaware

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  511

  	
   

  	
  Westbelt 3 Land (12.36 acres)

  	
   

  	
  “

  	
   

  	
  Franklin

  	
   

  	
  DRO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  512

  	
   

  	
  Westbelt 5 Land (11.18 acres)

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DCLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  513

  	
   

  	
  Orange Point Detention Pond

  	
   

  	
  Lewis Center, OH

  	
   

  	
  Delaware

  	
   

  	
  DRO & DRLP

  	
   

  



 


A-7





















 


MINNEAPOLIS,
MINNESOTA


Asset
Nos. 601 - 633


 


	
  ASSET

  #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  601

  	
   

  	
  640 Taft St.

  	
   

  	
  Minneapolis, MN

  	
   

  	
  Hennepin

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  602

  	
   

  	
  2505 Kennedy St.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  603

  	
   

  	
  650 Taft St.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  604

  	
   

  	
  2425 Kennedy St., N.E.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  605

  	
   

  	
  1351-1365 Park Rd.

  	
   

  	
  Chanhassen, MN

  	
   

  	
  Carver

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  606

  	
   

  	
  1250-1290 Park Rd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  607

  	
   

  	
  1020 Discovery Rd.

  	
   

  	
  Eagan, MN

  	
   

  	
  Dakota

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  608

  	
   

  	
  1303 Corporate Center Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  609

  	
   

  	
  7600-7688 Executive Dr.

  	
   

  	
  Eden Prairie, MN

  	
   

  	
  Hennepin

  	
   

  	
  Edenvale Executive
  Center, LLC (“EEC”)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  610

  	
   

  	
  7905 Golden Triangle Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  611

  	
   

  	
  10900 Hampshire Ave. So.

  	
   

  	
  Bloomington, MN

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  612

  	
   

  	
  801-815 West 106th St.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  613

  	
   

  	
  10640 Lyndale Ave. So.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  614

  	
   

  	
  5249-5251 W. 73rd St.

  	
   

  	
  Edina, MN

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  615

  	
   

  	
  5230 W. 73rd St.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  616

  	
   

  	
  7200 Ohms Lane

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  617

  	
   

  	
  5900 Golden Hills Dr.

  	
   

  	
  Golden Valley, MN

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  618

  	
   

  	
  6100-6190 Golden Hills Dr

  	
   

  	
   

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  619

  	
   

  	
  6105 Golden Hills Dr.

  	
   

  	
   

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  



 


A-8





















 


	
  ASSET

  #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  620

  	
   

  	
  2415-2495 Xenium Lane No.

  	
   

  	
  Plymouth, MN

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  621

  	
   

  	
  2200 University Ave. W.

  	
   

  	
  St. Paul, MN

  	
   

  	
  Ramsey

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  622

  	
   

  	
  10025 Valley View Rd.

  	
   

  	
  Eden Prairie, MN

  	
   

  	
  Hennepin

  	
   

  	
  EEC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  623

  	
   

  	
  13895 Industrial Park Blvd.

  	
   

  	
  Plymouth, MN

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  624

  	
   

  	
  1840-1888 Berkshire; 13801-13844 Industrial Park

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  625

  	
   

  	
  13820-13884 Industrial Park Blvd.; 1945-2001
  Annepolis Lane

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  626

  	
   

  	
  5201/5155 E. River Rd.

  	
   

  	
  Fridley, MN

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  627

  	
   

  	
  Intentionally Omitted

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  628

  	
   

  	
  2000 W. 94th St.

  	
   

  	
  Bloomington, MN

  	
   

  	
  Hennepin

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  629

  	
   

  	
  5120 Cedar Lake Rd.

  	
   

  	
  Cedar Lake, MN

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  630

  	
   

  	
  7300 32nd Ave. No.

  	
   

  	
  Crystal, MN

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  631

  	
   

  	
  800 So. Fifth St.

  	
   

  	
  Hopkins, MN

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  632

  	
   

  	
  Intentionally Omitted

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  633

  	
   

  	
  3025 Lunar Lane

  	
   

  	
  Eagan, MN

  	
   

  	
  Dakota

  	
   

  	
  MV Minneapolis Lunar
  Pointe I, LLC

  	
   

  



 


NASHVILLE,
TENNESSEE


Asset
Nos. 701 - 734


 


	
  ASSET #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  701

  	
   

  	
  1420 Donelson Pike

  	
   

  	
  Nashville, TN

  	
   

  	
  Davidson

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  702

  	
   

  	
  1410 Donelson Pike

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  703

  	
   

  	
  1400 Donelson Pike

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  



 


A-9





















 


	
  ASSET #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  704

  	
   

  	
  400 Airpark Center Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  705

  	
   

  	
  500 Airpark Center Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  706

  	
   

  	
  600 Airpark Center Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  707

  	
   

  	
  700 Airpark Center Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  708

  	
   

  	
  800 Airpark Center Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  709

  	
   

  	
  900 Airpark Center Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  710

  	
   

  	
  1000 Airpark Center Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  711

  	
   

  	
  5233 Harding Place

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  712

  	
   

  	
  2525 Perimeter Place Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  713

  	
   

  	
  621 Mainstream Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  714

  	
   

  	
  566 Mainstream Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  715

  	
   

  	
  811 Royal Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  716

  	
   

  	
  2957 Elm Hill Pike

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  717

  	
   

  	
  533 Mainstream Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  718

  	
   

  	
  501 Mainstream Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  719

  	
   

  	
  2515 Perimeter Place Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  720

  	
   

  	
  500 Royal Pkwy.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  721

  	
   

  	
  5215 Linbar Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  722

  	
   

  	
  5217 Linbar Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  723

  	
   

  	
  5213 Linbar Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  724

  	
   

  	
  5211 Linbar Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  725

  	
   

  	
  5209 Linbar Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  726

  	
   

  	
  5207 Linbar Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  727

  	
   

  	
  3800 Ezell Rd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  728

  	
   

  	
  601 Bakertown Rd. + Land

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  729

  	
   

  	
  5270 Harding Place

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  



 


A-10





















 


	
  ASSET #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  730

  	
   

  	
  1415 Donelson Pike

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  731

  	
   

  	
  1413 Donelson Pike

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  732

  	
   

  	
  431 Great Circle Rd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  733

  	
   

  	
  Haywood East Land

  (5.05 acres)

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  734

  	
   

  	
  Linbar Land (1.665 acres)

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  



 


RALEIGH,
NORTH CAROLINA


Asset
Nos. 801 - 814


 


	
  ASSET #

  	
   

  	
  ADDRESS

  	
   

  	
  CITY, STATE

  	
   

  	
  COUNTY

  	
   

  	
  RECORD

  OWNER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  801

  	
   

  	
  100 Perimeter Park Dr.

  	
   

  	
  Morrisville, NC

  	
   

  	
  Wake

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  802

  	
   

  	
  200 Perimeter Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  803

  	
   

  	
  300 Perimeter Park Dr.

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  804

  	
   

  	
  400 Perimeter Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  805

  	
   

  	
  500 Perimeter Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  806

  	
   

  	
  800 Perimeter Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  807

  	
   

  	
  900 Perimeter Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  808

  	
   

  	
  1000 Perimeter Park Dr.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  809

  	
   

  	
  409 Airport Blvd. - Bldg A

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  810

  	
   

  	
  409 Airport Blvd. - Bldg B

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  811

  	
   

  	
  409 Airport Blvd. - Bldg C

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  812

  	
   

  	
  3200 Spring Forest Rd.

  	
   

  	
  Raleigh, NC

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  813

  	
   

  	
  3100 Spring Forest Rd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  814

  	
   

  	
  3150 Spring Forest Rd.

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  DRLP

  	
   

  



 


A-11





















 


EXHIBIT B


 


ESCROW
AGREEMENT


 


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


 


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


 


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


 


NOW, THEREFORE, in
consideration of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency whereof are hereby acknowledged, the
parties hereto hereby covenant and agree as follows:


 


1.             Within three (3) business days after the
Effective Date, as defined in the Purchase Agreement, Buyer will deliver and
deposit with Escrow Agent the amount of Ten Million and No/100 DOLLARS
($10,000,000.00) as required by Section 3
of the Purchase Agreement (the “Earnest Money”)
..  The Escrow Agent agrees to immediately
deposit the Earnest Money in an interest-bearing account in a national banking
association and to hold and disburse the same, together with any interest
earned thereon, as required by the Purchase Agreement.


 


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


 


3.             Within fifteen (15) days after written
notification from both Buyer and Seller that the sale contemplated by the
Purchase Agreement shall not take place, Escrow Agent shall deliver the Earnest
Money as required by the Purchase Agreement.


 


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


 


B-1





















 


damages, liabilities and
expenses, including reasonable costs of investigation and reasonable attorneys’
fees and disbursements actually incurred, which may be imposed upon and
incurred by Escrow Agent in connection with its serving as Escrow Agent
hereunder.  In the event of a dispute
between Buyer and Seller, Escrow Agent shall be entitled to tender unto the
registry or custody of any court of competent jurisdiction in the county in
which Escrow Agent’s address for notice is located all money or property in
Escrow Agent’s hands held under the terms of this Agreement and the Purchase
Agreement, together with such legal pleadings as it deems appropriate, and
thereupon shall be discharged of its obligations hereunder and under the
Purchase Agreement.


 


5.             Any notice required hereunder shall be
delivered to the parties and in the manner as required by the Purchase
Agreement.  Escrow Agent’s address for
notice purposes is as follows:


 


First American Title Insurance Company


30 North LaSalle Street


Suite 310


Chicago, IL 
60602


 


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


 


7.             This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, legal representatives, successors and assigns.


 


B-2





















 


IN WITNESS WHEREOF, the
undersigned have caused this Escrow Agreement to be duly executed as of the
date first written above.


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  DUKE REALTY LIMITED
  PARTNERSHIP,

  an Indiana general
  partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Duke Realty Corporation,

  its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DUKE REALTY OHIO,

  an Indiana general partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Duke Realty Limited Partnership,

  a general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Duke Realty Corporation, its

  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
													



 


B-3





















 


	
   

  	
  EDENVALE EXECUTIVE CENTER, L.L.C.,

  an Indiana general partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Duke Realty Limited Partnership,

  a general partner, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Duke Realty Corporation,

  its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MV MINNEAPOLIS LUNAR POINTE I, LLC

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Duke Realty Limited Partnership, an

  Indiana limited partnership, sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Duke Realty Corporation,

  its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DUGAN REALTY, L.L.C.,

  an Indiana limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Duke Realty Limited Partnership,

  an Indiana limited partnership, its member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Duke Realty Corporation, an Indiana

  corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Printed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
									



 


B-4





















 


	
   

  	
  WEEKS DEVELOPMENT PARTNERSHIP,

  a Georgia general partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Weeks Realty Services, Inc., a Georgia

  corporation, Managing General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Printed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DUKE CONSTRUCTION LIMITED

  PARTNERSHIP,

  an Indiana limited partnership

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Duke Business Centers Corporation,

  an Indiana corporation, its general

  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Printed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


B-5





















 


	
   

  	
  BUYER:

  
	
   

  	
   

  
	
   

  	
  FIRSTCAL INDUSTRIAL 2 ACQUISITION,

  LLC, a Delaware limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By

  	
  FIRSTCAL INDUSTRIAL 2, LLC, a

   Delaware limited liability company and its

   sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  FR FirstCal 2, LLC, a Delaware

  limited liability company and its

  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  First Industrial Development

  Services, Inc., a Maryland

  corporation and its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Johannson Yap, Executive

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  CSJV FirstCal 2, LLC,

  a Delaware limited liability
company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  California State Teachers’

  Retirement System, a public
entity

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  
									



 


B-6





















 


	
   

  	
  ESCROW AGENT:

  
	
   

  	
   

  
	
   

  	
  FIRST AMERICAN TITLE INSURANCE

  COMPANY, a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Printed:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


B-7





















 


EXHIBIT C


 


BILL
OF SALE


 


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


 


W I  T  N  E  S
S  E  T  H:


 


WHEREAS, Seller has sold and
conveyed to Buyer the real property (the “Property”)
described in that certain Deed executed by Seller in favor of Buyer dated as of
the date hereof; and


 


WHEREAS, in connection with
such conveyance of the Property, Seller has agreed to sell to Buyer and Buyer
has agreed to purchase from Seller all right, title and interest of Seller in
and to the tangible personal property located on the Property and used in
connection with operation and maintenance of the Improvements including, but
not limited to the following:  None (the
“Personal Property”);


 


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


 


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


 


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


 


3.             Governing Law.  This
Bill of Sale shall be governed by and construed in accordance with the internal
laws of the state in which the Property is located, without reference to the
conflicts of laws or choice of law provisions thereof.


 


4.             Binding Effect.  This
Bill of Sale shall be binding upon and shall inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, legal
representatives, successors and assigns.


 


C-1





















 


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


 


	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


C-2





















 


EXHIBIT D


 


LEASE
LIST


 


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


 


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


 


D-1





















 


EXHIBIT E


 


DISCLOSURE
SCHEDULE


 


Leases


 


1.             Asset
#177 (Atlanta)


 


•              A
tenant alleges that an adjacent tenant’s activities are disturbing its quiet
enjoyment.  We do not believe that their
quiet enjoyment is disturbed but we are working with both tenants to resolve
the dispute.


 


•


 


2.             Assets
#725 and 726 (Nashville)


 


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


 


•


 


3.             Asset
#730 (Nashville)


 


•              Express
Media filed for Chapter 11 bankruptcy on August 9, 2005.  The tenant is still in the space and has not
paid rent since filing for bankruptcy.


 


Agreements


 


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


 


•              XO
Communications is serving tenants in the buildings noted above without a
contract.  They are not paying any
revenue.


 


•


 


2.             Assets
# 202 and 204 (Orlando)


 


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


 


E-1





















 


Government Violations and
Compliance


 


1.             Asset
#319 (Cincinnati)


 


•              A
tenant (California Closets) erected a sign in violation of the zoning
code.  We have discussed the issue with
the zoning administrator for Deerfield Township and it is doubtful whether a
variance would be received.  To date we
have not received any written notice requiring us or the tenant to remove the
sign.  The sign has been in place for
over two (2) years.


 


E-2





















 


EXHIBIT F


 


FORM
OF DEED


 


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


 


F-1





















 


EXHIBIT G


 


NON-FOREIGN
CERTIFICATE


 


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


 


1.             Transferor is not a foreign corporation,
foreign partnership, foreign trust or foreign estate (as those terms are
defined in the Code and the Income Tax Regulations promulgated thereunder);


 


2.             Transferor’s U.S. employer identification
number is                                  ;
and


 


3.             Transferor’s address is                                                    .


 


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


 


Under penalty of perjury I
declare that I have examined this Certification and to the best of my knowledge
and belief it is true, correct and complete, and I further declare that I have
authority to sign this document on behalf of Transferor.


 


	
  Dated as of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 


G-1





















 


EXHIBIT H


 


NOTICE
TO TENANTS


 


[TO
BE REVISED TO ADDRESS POST-CLOSING RECONCILIATION ARRANGEMENTS]


 


[DATE],
200      


 


VIA CERTIFIED MAIL


RETURN RECEIPT REQUESTED


 


[NAME AND ADDRESS OF TENANT


PER LEASE NOTICE PROVISION]


 


Re:          Sale of [NAME OF PROPERTY]


 


Dear Tenant:


 


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


 


[FILL IN APPLICABLE REGIONAL


LOCK BOX INFORMATION]


 


or if sent by Federal Express or overnight
courier:


 


[FILL IN APPLICABLE REGIONAL


OVERNIGHT DELIVERY ADDRESS]


 


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


 


First Industrial, L.P.


[FILL IN ADDRESS OF
APPLICABLE


LOCAL REGIONAL OFFICE]


 


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


 


H-1





















 


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


 


	
  at:

  	
  First Industrial, L.P.

  311 South Wacker Drive,
  Suite 4000

  Chicago, Illinois  60606

  Attn: Executive Vice
  President-Operations

  
	
   

  	
   

  
	
  w/copy to:

  	
  Barack
  Ferrazzano Kirschbaum Perlman &

  Nagelberg
  LLP

  333 West Wacker Drive

  27th Floor

  Chicago, Illinois  60606

  Attn:  Suzanne Bessette-Smith

  



 


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


 


	
  [SELLER
  ENTITY],  By: Its:

  	
  [BUYER ENTITY, a

  	
   

  	
   

  
	
  , a

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
												



 


H-2





















 


EXHIBIT I


 


ASSIGNMENT
AND ASSUMPTION AGREEMENT


 


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


 


RECITALS:


 


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


 


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


 


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


 


I-1





















 


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


 


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


 


3.             Assignee’s Indemnification.  Assignee hereby indemnifies, protects, defends
and holds Assignor, Assignor’s members, partners, affiliates and shareholders,
the partners, officers, directors and shareholders of Assignor’s members,
partners, affiliates and shareholders, and their respective successors, and
assigns, harmless from any and all claims, damages, losses, suits, proceedings,
costs and expenses, including, without limitation, reasonable attorneys’ fees
(collectively, “Losses”), both known or unknown,
present and future, at law or in equity, arising out of, by virtue of or in any
way related to the breach by Assignee of (or Assignee’s failure to timely
perform) any or all of the obligations imposed on the lessor or the landlord
under any or all of the Leases and the Guaranties, which obligations accrue
from and  after the date of the Closing.


 


4.             Assignor’s
Indemnification.  Assignor hereby indemnifies,
protects, defends and holds Assignee, Assignee’s members, partners and
affiliates, the partners, officers, directors and shareholders of Assignee’s
members, partners and affiliates, and all of their respective successors and
assigns harmless from any and all Losses, both known and unknown, present and
future, at law or in equity and arising out of, by virtue of, or in any way
related to, the breach by Assignor of (or Assignor’s failure to timely perform)
any or all of the obligations imposed on the lessor or the landlord under any or
all of the Leases and the Guaranties, which obligations accrue on or prior to
the date of the Closing.


 


5.             Governing Law.  This
instrument shall be governed by and construed in accordance with the internal
laws of the state in which the Property is located, without reference to the
conflicts of laws or choice of law provisions thereof.


 


6.             Binding Effect.  This
instrument shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, legal representatives,
successors and assigns.


 


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


 


I-2





















 


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


 


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 


I-3





















 


Exhibit A – Lease List


 


I-1





















 


Exhibit B – Guaranty List


 


I-1





















 


Exhibit C –Service Contracts


 


I-1





















 


EXHIBIT J


 


LIST OF SERVICE CONTRACTS


 


See Attached List


 


J-1





















 


	
  City

  	
   

  	
  Park

  	
   

  	
  Item

  	
   

  	
  Comments

  
	
  Atlanta

  	
   

  	
  Breckinridge

  	
   

  	
  Future Security, Inc.

  Allgood Services

  Cen-Signal

  BMS Cleaning

  	
   

  	
  Roving Patrol Security

  Pest Control

  Fire Alarm Monitoring

  Full Service Tenant Janitorial

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Franklin Forest

  	
   

  	
  This Ole Mop

  Allgood Services

  Barton Protective Services

  Certified Fire Protection

  	
   

  	
  Window Cleaning

  Pest Control

  Roving Security Patrol

  Fire Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Hembree Crest; Hembree
  Park, and Northmeadow

  	
   

  	
  Allgood Services

  Can-Signal

  	
   

  	
  Pest Control

  Fire Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Founders Park

  	
   

  	
  Abernathy’s Cleaning
  Services

  BMS Cleaning 

  Allgood Services

  Can-Signal

  This Ole Mop

  	
   

  	
  Full Service Tenant
  Janitorial

  Full Service Tenant Janitorial

  Pest Control

  Fire Alarm Monitoring

  Full Service Tenant Window Cleaning

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Mansell Commons

  	
   

  	
  Allgood Services

  Cen-Signal

  	
   

  	
  Pest Control

  Fire Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Northbrook

  	
   

  	
  Future Security, Inc.

  Allgood Services

  Cen-Signal

  Coast & Valley

  	
   

  	
  Roving Patrol Security

  Pest Control

  Fire Alarm Monitoring

  Exterior Sweep (as needed)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Northwest Business
  Center

  	
   

  	
  Barton Protective
  Services

  This Ole Mop

  Source Cleaning

  Allgood Services

  Cen-Signal

  	
   

  	
  Roving Security Patrol

  Window Cleaning

  Full Service Tenant Janitorial

  Pest Control

  Fire Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Northwoods

  	
   

  	
  Aquascape Environmental

  Allgood Services

  Valcourt Building Services of Georgia 

  	
   

  	
  Pond Maintenance

  Pest Control

  Window Washing

  



 


J-2





















 


	
  City

  	
   

  	
  Park

  	
   

  	
  Item

  	
   

  	
  Comments

  
	
   

  	
   

  	
   

  	
   

  	
  Alliance Fire
  Protection

  	
   

  	
  Fire Alarm Monitoring
  Contracts

  
	
   

  	
   

  	
   

  	
   

  	
  Barton Protective
  Services

  	
   

  	
  Roving Security Patrol

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Reps Miller

  	
   

  	
  Allgood services

  	
   

  	
  Pest Control

  
	
   

  	
   

  	
   

  	
   

  	
  Valcount Building
  Services of Georgia

  	
   

  	
  Window Washing

  
	
   

  	
   

  	
   

  	
   

  	
  ADT &
  Cen-Signal

  	
   

  	
  Fire Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
  Barton Protective
  Services

  	
   

  	
  Roving Security Patrol

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Peachtree Corners

  	
   

  	
  Allgood Services

  	
   

  	
  Pest Control Contracts

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati

  	
   

  	
  Cornell Commerce Center

  	
   

  	
  Dangel
  Electronics, Inc.

  	
   

  	
  Testing and Monitoring
  Contract dated 11/10/95

  
	
   

  	
   

  	
   

  	
   

  	
  Braco Window Cleaning
  Service

  	
   

  	
  Window Cleaning
  Contract dated 10/28/04

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati

  	
   

  	
  Creek Road

  	
   

  	
  Detect-All (Creek 1)

  	
   

  	
  Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati

  	
   

  	
  Enterprise Park

  	
   

  	
  Orkin Exterminating Company

  	
   

  	
  Pest Control contract
  dated 6/5/01 and 3/21/01

  
	
   

  	
   

  	
   

  	
   

  	
  ADT Security Services

  	
   

  	
  Security Control
  Contract dated 1/8/02

  
	
   

  	
   

  	
   

  	
   

  	
  Winalco Inc.

  	
   

  	
  Sewage System
  Maintenance Agreement dated 5/19/92

  
	
   

  	
   

  	
   

  	
   

  	
  Merchants
  Security, Inc.

  	
   

  	
  Security Services
  Contract dated 4/26/96

  
	
   

  	
   

  	
   

  	
   

  	
  Braco Window Cleaning
  Service

  	
   

  	
  Window Cleaning
  Contract dated 10/28/04

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati

  	
   

  	
  Fairfield Business
  Center

  	
   

  	
  Orkin Exterminating Company

  	
   

  	
  Pest Control Contract
  dated 5/2/02

  
	
   

  	
   

  	
   

  	
   

  	
  The Quick Response

  	
   

  	
  Alarm Monitoring
  Service Agreement dated 2/12/02

  
	
   

  	
   

  	
   

  	
   

  	
  Braco Window Cleaning
  Service

  	
   

  	
  Window Cleaning
  Contract dated 10/28/04

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati

  	
   

  	
  Governor’s Points

  	
   

  	
  Tri-State Pest
  Management

  	
   

  	
  Pest Control Contract
  dated 11/11/04

  
	
   

  	
   

  	
   

  	
   

  	
  The Quick Response

  	
   

  	
  Alarm Monitoring
  Service Agreement dated 11/5/02

  
	
   

  	
   

  	
   

  	
   

  	
  Jancoa Janitorial
  Services

  	
   

  	
  Janitorial Services
  Contract dated 6/4/04

  
	
   

  	
   

  	
   

  	
   

  	
  Strategic Energy

  	
   

  	
  Power Supply
  Coordination Service Agreement dated 12/30/04

  
	
   

  	
   

  	
   

  	
   

  	
  DeBro-Kuempel

  	
   

  	
  HVAC Preventive
  Maintenance Program Contract dated 1/8/04

  
	
   

  	
   

  	
   

  	
   

  	
  Braco Window Cleaning
  Service

  	
   

  	
  Window Cleaning
  Contract dated 10/28/04

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati

  	
   

  	
  Perimeter Park

  	
   

  	
  Orkin Exterminating
  Company

  	
   

  	
  Pest Control Contract
  dated 7/29/02

  
	
   

  	
   

  	
   

  	
   

  	
  ADT Security Systems

  	
   

  	
  Security Contract dated
  11/26/96 and 12/5/98

  
	
   

  	
   

  	
   

  	
   

  	
  Braco Window Cleaning
  Service

  	
   

  	
  Window Cleaning
  Contract dated 10/28/04

  



 


J-3





















 


	
  City

  	
   

  	
  Park

  	
   

  	
  Item

  	
   

  	
  Comments

  
	
  Cincinnati

  	
   

  	
  World Park

  	
   

  	
  Meter Reading and
  Billing Services

  	
   

  	
  Electric Meter Reading
  Contract dated 9/8/04

  
	
   

  	
   

  	
   

  	
   

  	
  Braco Window Cleaning
  Service

  	
   

  	
  Window Cleaning
  Contract dated 10/28/04

  
	
   

  	
   

  	
   

  	
   

  	
  Detect-All (Building
  5 & 6)

  	
   

  	
  Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati

  	
   

  	
  World Park Union Centre

  	
   

  	
  Tri-State Pest
  Management

  	
   

  	
  Pest Control Contract
  dated 11/11/04

  
	
   

  	
   

  	
   

  	
   

  	
  Braco Window Cleaning
  Service

  	
   

  	
  Window Cleaning
  Contract dated 10/28/04

  
	
   

  	
   

  	
   

  	
   

  	
  Detect-All

  	
   

  	
  Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cleveland

  	
   

  	
  Alameda Drive

  	
   

  	
  Edwards Systems
  Distributors

  	
   

  	
  Fire Alarm Testing
  Contract dated 2/11/05

  
	
   

  	
   

  	
   

  	
   

  	
  Reliable Snow Plowing

  	
   

  	
  Snow Removal / Landscaping
  Contract dated 11/19/04

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cleveland

  	
   

  	
  5335 Avion Park Drive

  	
   

  	
  Reliable Snow Plowing

  	
   

  	
  Snow Removal / Landscaping
  Contract dated 11/19/04

  
	
   

  	
   

  	
   

  	
   

  	
  ADT

  	
   

  	
  Fire Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cleveland

  	
   

  	
  Enterprise Parkway

  	
   

  	
  Turiscape, Inc.

  	
   

  	
  Snow Removal /
  Landscaping Contract dated 11/19/04

  
	
   

  	
   

  	
   

  	
   

  	
  Slate Alarm

  	
   

  	
  Fire Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cleveland

  	
   

  	
  Fountain Parkway

  	
   

  	
  Edwards Systems
  Distributors

  	
   

  	
  Fire Alarm Testing
  Contract dated 2/11/05

  
	
   

  	
   

  	
   

  	
   

  	
  Turiscape, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cleveland

  	
   

  	
  Park 82

  	
   

  	
  Edwards Systems
  Distributors

  	
   

  	
  Fire Alarm Testing
  Contract dated 2/11/05

  
	
   

  	
   

  	
   

  	
   

  	
  Reliable Snow Plowing

  	
   

  	
  Snow Removal / Landscaping
  Contract dated 11/19/04

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cleveland

  	
   

  	
  Solon

  	
   

  	
  Edwards Systems
  Distributors

  	
   

  	
  Fire Alarm Testing
  Contract dated 2/11/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Columbus

  	
   

  	
  Orange Point Commerce
  Park

  	
   

  	
  Pest Control

  	
   

  	
  Contract with Terminix
  Commercial dated 2/4/04

  
	
   

  	
   

  	
   

  	
   

  	
  ADT

  	
   

  	
  Fire alarm monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Columbus

  	
   

  	
  South Pointe

  	
   

  	
  ADT

  	
   

  	
  Fire alarm monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Columbus

  	
   

  	
  Westbelt Drive

  	
   

  	
  PDS Systems, LLC

  	
   

  	
  Fire alarm monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Columbus

  	
   

  	
  Westbelt West

  	
   

  	
  PDS Systems, LLC

  	
   

  	
  Fire alarm monitoring

  



 


J-4





















 


	
  City

  	
   

  	
  Park

  	
   

  	
  Item

  	
   

  	
  Comments

  
	
  Columbus

  	
   

  	
  Zene Trace

  	
   

  	
  PDS Systems, LLC

  	
   

  	
  Fire alarm monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Bloomington Industrial
  Center

  	
   

  	
  Alarm Monitoring

  	
   

  	
  Electro Watchman Inc.
  contract dated 6/10/99

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Broadway Business
  Center

  	
   

  	
  Security System

  Pest Control

  	
   

  	
  Honeywell contract
  dated 6/25/98 (bldgs III, IV, VI Plunkett’s Inc. contract dated 3/6/91

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Cedar Lake Business
  Center

  	
   

  	
  Alarm Monitoring
  Service

  Pest Control

  	
   

  	
  Electro Watchman, Inc.
  contract dated 5/1/98 Plunkett’s Inc. contract dated 3/6/91

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Chanhassen Lakes 

  	
   

  	
  Alarm System

  	
   

  	
  Honeywell contract
  dated 5/25/98 (bldgs I & II)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Crystal Industrial
  Center 

  	
   

  	
  Security Monitoring

  	
   

  	
  Sentry Systems, Inc.
  contract dated 4/1/98

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Eagandale Crossing

  	
   

  	
  Alarm Monitoring
  Service

  	
   

  	
  Electro Watchman, Inc.
  contract dated 11/17/98

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Edenvale Tech Center 

  	
   

  	
  Alarm Monitoring 

  	
   

  	
  Electro Watchman, Inc.
  contract dated 2/12/02

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Edenvale Executive
  Center

  	
   

  	
  Alarm System

  	
   

  	
  Trans-Alarm, Inc.
  contract dated 10/21/99

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Edina Interchange

  	
   

  	
  Pest Control

  Alarm System

  	
   

  	
  Plunkett’s Pest Control
  contract dated 5/6/05 Trans-Alarm, Inc. contract dated 7/25/00; The International
  Dispa

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Golden Hills 

  	
   

  	
  Pest Control

  Alarm Monitoring

  	
   

  	
  Plunkett’s Pest Control
  contraqct dated 1/17/01 The International Dispatch, Communication Center
  contract dated

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Golden Triangle Tech
  Center 

  	
   

  	
  Alarm Monitoring

  	
   

  	
  Criticom monitoring
  dated 8/07/01

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Hampshire Tech Center

  	
   

  	
  Alarm Monitoring

  	
   

  	
  Silent Knight Security

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Alarm Net dated 3/10/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Lunar Points

  	
   

  	
  Alarm Monitoring

  	
   

  	
  Electro Watchman, Inc.
  contract dated 10/23/01; AlarmNet contri

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Lyndale Commons

  	
   

  	
  Alarm System

  	
   

  	
  Electro Watchman, Inc.
  contract dated 7/27/01 (bldgs I & II)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Plymouth Office/Tech
  Center

  	
   

  	
  Alarm System

  	
   

  	
  ADT Security Services
  contract dated 12/30/98

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  River Road

  	
   

  	
  Pest Control Security

  System

  	
   

  	
  Adams Pest Control,
  Inc. contract dated 3/23/99 ADT Security Services contract dated 1/14/05

  



 


J-5





















 


	
  City

  	
   

  	
  Park

  	
   

  	
  Item

  	
   

  	
  Comments

  
	
  Minneapolis

  	
   

  	
  University Crossing

  	
   

  	
  Alarm Monitoring

  	
   

  	
  Protection One contract
  dated 5/16/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Valley Gate/Green

  	
   

  	
  Security System

  	
   

  	
  ADT Security Services
  contract dated 12/23/99

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Westpoint Buildings

  	
   

  	
  Alarm Systems

  	
   

  	
  National Guardian contract
  dated 3/19/93; SecurityLink contract

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Westside Business Park 

  	
   

  	
  Pest Control

  Alarm System

  	
   

  	
  ADT Security Services
  contract dated 12/23/99 Electro Watchman, Inc. contract dated 3/25/03

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Airpark Business Center

  	
   

  	
  Cooks Pest Control

  	
   

  	
  Contract for Pest
  Control dated 3/28/02

  
	
   

  	
   

  	
   

  	
   

  	
  National Guardian

  	
   

  	
  Alarm Services
  Agreement

  
	
   

  	
   

  	
   

  	
   

  	
  SecurityLink 

  	
   

  	
  Alarm Services
  Agreement

  
	
   

  	
   

  	
   

  	
   

  	
  Terminix

  	
   

  	
  Pest Control Contract

  
	
   

  	
   

  	
   

  	
   

  	
  Professional Window
  Washing Services, Inc.

  	
   

  	
  Window washing Contract

  
	
   

  	
   

  	
   

  	
   

  	
  International Fire
  Protection

  	
   

  	
  Fire Sprinkler
  Inspection Contract

  
	
   

  	
   

  	
   

  	
   

  	
  Initial Security.

  	
   

  	
  Patrol Service
  Agreement dated 5/5/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Cumberland Business
  Center

  	
   

  	
  Cooks Pest Control

  	
   

  	
  Contract for Pest
  Contract dated 3/28/02

  
	
   

  	
   

  	
   

  	
   

  	
  SecurityLink

  	
   

  	
  Alarm Services
  Agreement dated 10/22/89

  
	
   

  	
   

  	
   

  	
   

  	
  Professional Window
  Washing Services, Inc.

  	
   

  	
  Window washing contract

  
	
   

  	
   

  	
   

  	
   

  	
  International Fire
  Protection

  	
   

  	
  Fire Sprinkler
  Inspection Contract

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Greenbriar

  	
   

  	
  Global Supply and
  Service Company

  	
   

  	
  Contract for Janitorial
  Services dated 4/4/01

  
	
   

  	
   

  	
   

  	
   

  	
  Cooks Pest Control

  	
   

  	
  Contract for Pest
  Control dated 3/28/02

  
	
   

  	
   

  	
   

  	
   

  	
  Simplex

  	
   

  	
  Monitoring Service
  Agreement dated 3/4/99

  
	
   

  	
   

  	
   

  	
   

  	
  Professional Window
  Washing Services, Inc.

  	
   

  	
  Window washing contract

  
	
   

  	
   

  	
   

  	
   

  	
  International Fire
  Protection

  	
   

  	
  Fire Sprinkler
  Inspection contract

  
	
   

  	
   

  	
   

  	
   

  	
  Initial Security

  	
   

  	
  Petrol Service
  Agreement dated 5/5/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Haywood Oaks

  	
   

  	
  Cooks Pest Contract

  	
   

  	
  Contract for Pest
  Control dated 3/28/02

  
	
   

  	
   

  	
   

  	
   

  	
  Access Control
  Technologies

  	
   

  	
  Monitoring Contract
  dated 8/18/97

  
	
   

  	
   

  	
   

  	
   

  	
  Security Link

  	
   

  	
  Alarm Services
  Agreement dated 3/1/98

  
	
   

  	
   

  	
   

  	
   

  	
  Simplex

  	
   

  	
  Monitoring Contract
  dated 5/12/00

  
	
   

  	
   

  	
   

  	
   

  	
  Termix

  	
   

  	
  Pest Control Contract

  
	
   

  	
   

  	
   

  	
   

  	
  Professional Window
  Washing Services, Inc.

  	
   

  	
  Window washing contract

  
	
   

  	
   

  	
   

  	
   

  	
  International Fire
  Protection 

  	
   

  	
  Fire Sprinkler
  Inspection Contract

  
	
   

  	
   

  	
   

  	
   

  	
  Initial Security

  	
   

  	
  Patrol service
  Agreement dated 8/5/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Haywood Oaks East

  	
   

  	
  Cooks Pest Control

  	
   

  	
  Contract for Pest
  Control dated 3/28/02

  
	
   

  	
   

  	
   

  	
   

  	
  Professional Window
  Washing Services, Inc.

  	
   

  	
  Window washing contract

  



 


J-6





















 


	
  City

  	
   

  	
  Park

  	
   

  	
  Item

  	
   

  	
  Comments

  
	
   

  	
   

  	
   

  	
   

  	
  International Fire
  Protection

  	
   

  	
  Fire Sprinkler
  Inspection Contract

  
	
   

  	
   

  	
   

  	
   

  	
  Initial Security

  	
   

  	
  Patrol Service
  Agreement dated 5/5/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Metro Center

  	
   

  	
  Professional Window
  Washing Services, Inc.

  	
   

  	
  Window washing contract

  
	
   

  	
   

  	
   

  	
   

  	
  Initial Security

  	
   

  	
  Patrol Service
  Agreement dated 5/5/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Metropolitan Airport
  Center

  	
   

  	
  Global Supply and
  Service Company

  	
   

  	
  Contract for Janitorial
  Services dated 3/3/00

  
	
   

  	
   

  	
   

  	
   

  	
  Cooks Pest Control

  	
   

  	
  Contract for Past
  Control dated 3/28/02

  
	
   

  	
   

  	
   

  	
   

  	
  Simplex

  	
   

  	
  Monitoring Service
  Agreement

  
	
   

  	
   

  	
   

  	
   

  	
  Professional Window
  Washing Services, Inc.

  	
   

  	
  Window washing contract

  
	
   

  	
   

  	
   

  	
   

  	
  International Fire
  Protection

  	
   

  	
  Fire Sprinkler
  Inspection Contract

  
	
   

  	
   

  	
   

  	
   

  	
  Initial Security

  	
   

  	
  Patrol Service
  Agreement dated 5/5/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Riverview Business
  Center

  	
   

  	
  Cooks Pest Control

  	
   

  	
  Contract for Pest
  Control dated 3/28/02

  
	
   

  	
   

  	
   

  	
   

  	
  ADS Security and
  Control

  	
   

  	
  Contract for Security
  dated 4/15/98

  
	
   

  	
   

  	
   

  	
   

  	
  Simplex

  	
   

  	
  Fire Alarm and Security
  Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
  Professional Window
  Washing Services, Inc.

  	
   

  	
  Window washing contract

  
	
   

  	
   

  	
   

  	
   

  	
  International Fire
  Protection

  	
   

  	
  Fire Sprinkler
  Inspection Contract

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Royal Parkway Center

  	
   

  	
  Global Supply and
  Service Company

  	
   

  	
  Contract for Janitorial
  Services dated 3/3/00

  
	
   

  	
   

  	
   

  	
   

  	
  Cooks Pest Control

  	
   

  	
  Contract for Pest
  Control dated 3/25/02; Termite Control Agreement

  
	
   

  	
   

  	
   

  	
   

  	
  Simplex

  	
   

  	
  Monitoring Service
  Agreement

  
	
   

  	
   

  	
   

  	
   

  	
  Terminix

  	
   

  	
  Pest Control Contract

  
	
   

  	
   

  	
   

  	
   

  	
  Professional Window
  Washing Services, Inc.

  	
   

  	
  Window Washing contract

  
	
   

  	
   

  	
   

  	
   

  	
  International Fire
  Protection

  	
   

  	
  Fire Sprinkler
  Inspection Contract

  
	
   

  	
   

  	
   

  	
   

  	
  Initial Security

  	
   

  	
  Patrol Service
  Agreement dated 5/5/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Orlando

  	
   

  	
  Technology Park

  	
   

  	
  Water Management - All
  Bldgs

  	
   

  	
  The Lake Doctors
  contract dated 3/29/04

  
	
   

  	
   

  	
   

  	
   

  	
  Pest Control

  	
   

  	
  Orkin Pest Control
  contract dated 3/2/04 (100 Tech); 17 Orkin Pest

  
	
   

  	
   

  	
   

  	
   

  	
  Window Cleaning - All
  Bldgs

  	
   

  	
  Bay Area Window
  Cleaning, Inc. contract dated 8/15/02

  
	
   

  	
   

  	
   

  	
   

  	
  Sweeping - All Bldgs

  	
   

  	
  Skyline Maintenance Sweeping
  Services Agreement dated 3/30/01

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Orlando

  	
   

  	
  Lee Vista

  	
   

  	
  Pest Control

  	
   

  	
  Orkin Pest Control
  contract dated 4/27/04

  
	
   

  	
   

  	
   

  	
   

  	
  Life Safety System Test

  	
   

  	
  Siemens Building
  Technologies, Inc. contract dated 9/18/03

  
	
   

  	
   

  	
  Lee
  Vista 1

  	
   

  	
  Fire Safety Monitoring

  	
   

  	
  Siemens Building
  Technologies, Inc. contract dated 9/18/03

  
	
   

  	
   

  	
   

  	
   

  	
  Window Cleaning

  	
   

  	
  A-1 Orange Cleaning
  Service Co, Inc. contract dated 3/8/02

  
	
   

  	
   

  	
   

  	
   

  	
  Fire Sprinkler Testing

  	
   

  	
  Southeast Fire
  Sprinklers, Inc. contract dated 8/7/01

  
	
   

  	
   

  	
   

  	
   

  	
  Sweeping Services

  	
   

  	
  Skyline Maintenance
  Sweeping Service contract dated 3/30/01

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Pest Control

  	
   

  	
  Orkin Pest contract
  dated 11/1/04

  



 


J-7





















 


	
  City

  	
   

  	
  Park

  	
   

  	
  Item

  	
   

  	
  Comments

  
	
   

  	
   

  	
   

  	
   

  	
  Life Safety System Teat

  	
   

  	
  Siemens Building
  Technologies, Inc. contract dated 9/18/03

  
	
   

  	
   

  	
  Lee
  Vista #

  	
   

  	
  Fire Safety Monitoring

  	
   

  	
  Siemens Building
  Technologies, Inc. contract dated 9/18/03

  
	
   

  	
   

  	
   

  	
   

  	
  Window Cleaning

  	
   

  	
  A-1 Orange Cleaning
  Service Co, Inc. contract dated 3/8/02

  
	
   

  	
   

  	
   

  	
   

  	
  Fire Sprinkler Testing

  	
   

  	
  Southeast Fire Sprinklers,
  Inc. contract dated 8/7/01

  
	
   

  	
   

  	
   

  	
   

  	
  Sweeping Services

  	
   

  	
  Skyline Maintenance
  Sweeping Service contract dated 3/30/01

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lee
  Vista #

  	
   

  	
  Pest Control

  	
   

  	
  Orkin Pest Control
  contract dated 4/27/04

  
	
   

  	
   

  	
   

  	
   

  	
  Window Cleaning

  	
   

  	
  A-1 Orange Cleaning
  Service Co, Inc. contract dated 3/8/02

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Fire Sprinkler Testing

  	
   

  	
  Southeast Fire
  Sprinklers, Inc. contract dated 8/7/01

  
	
   

  	
   

  	
  Service
  Center at Lee Vista

  	
   

  	
  Fire Safety Monitoring

  	
   

  	
  Simplex Monitoring
  Agreement dated 5/8/01

  
	
   

  	
   

  	
   

  	
   

  	
  Window Cleaning

  	
   

  	
  A-1 Orange Cleaning Service
  Co, Inc. contract dated 3/8/02

  
	
   

  	
   

  	
   

  	
   

  	
  Sweeping Services

  	
   

  	
  Skyline Maintenance
  Sweeping Service contract dated 3/30/01

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Raleigh

  	
   

  	
  Perimeter Park

  	
   

  	
  Pest Control

  	
   

  	
  Orkin Pest Control
  contract dated 11/13/03 (all bldgs)

  
	
   

  	
   

  	
   

  	
   

  	
  Building Maintenance

  	
   

  	
  Alarms Plus contract
  dated 1/3/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Research Triangle
  Industrial Center

  	
   

  	
  Pest Control

  	
   

  	
  Orkin Pest Control
  contract dated 11/13/03 (all bldgs)

  
	
   

  	
   

  	
   

  	
   

  	
  Building Maintenance

  	
   

  	
  Alarms Plus contract
  dated 1/3/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Spring Forest Business
  Center

  	
   

  	
  Building Maintenance

  	
   

  	
  Young Building
  Maintenance contract dated 12/16/04 (SF III)

  
	
   

  	
   

  	
   

  	
   

  	
  Pest Control

  	
   

  	
  Orkin Pest Control
  contract dated 11/13/03 (all bldgs)

  
	
   

  	
   

  	
   

  	
   

  	
  Building Maintenance

  	
   

  	
  Alarms Plus contract
  dated 1/3/05

  



 


J-8





















 


EXHIBIT K


 


OFFICER’S CERTIFICATE


 


The undersigned,                                            ,
hereby certifies that:


 


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


 


(2)           he is also a member of the Investment Committee of the Corporation,
which has the authority to determine whether the Corporation, as general
partner of the Partnership, should sell any building owned by the Partnership
and to authorize individuals at the Corporation to enter into agreements to
effectuate such disposition;


 


(3)           at a meeting of the Investment Committee at which all members were
present, it was unanimously resolved that the Partnership is authorized to sell
the real estate and improvements thereto located at
                                                        ,
and more particularly described on Exhibit A attached hereto, for a
sales price of                                and
No/100 Dollars ($                                      )
and upon such other terms and conditions as may be deemed appropriate or
necessary by Dennis D. Oklak, Robert D. Fessler, Robert M. Chapman, Donald J.
Hunter, Matthew A. Cohoat, James B. Connor, Steven R. Kennedy, Chris Seger,
Howard L. Feinsand or any of them;


 


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


 


Executed the          
day of                                ,
2005.


 


K-1





















 


EXHIBIT L


 


NOTICE TO VENDORS


 


(Date)


 


Vendors of [Property Name]


 


Dear Vendors:


 


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


 


 


 


 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


L-1





















 


EXHIBIT M


 


FORM OF TENANT ESTOPPEL CERTIFICATE


 


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


 


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


 


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


 


3.             The
term of the Lease expires as set forth in the Lease Abstract. Tenant has no
renewal rights other than those set forth in the Lease Abstract. Tenant has
given Landlord a security deposit in the amount shown in the Lease Abstract.


 


4.             Rent
under the Lease is as set forth in the Lease Abstract. No rent due has been
paid more than one (1) month in advance. Tenant has no defenses or offsets
which could be alleged in any action brought for rent accruing subsequent to
the date of this Tenant Estoppel Certificate.


 


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


 


6.             Tenant
has not executed any lease or sublease with respect to the Leased Premises
other than the Lease, and Tenant has not assigned or encumbered its interest in
the Lease.


 


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


 


8.             Tenant
has not defaulted and is not currently in default in its obligations under the
Lease and, to Tenant’s knowledge, Landlord has not defaulted and is not
currently in default in any of its obligations under the Lease. Neither Tenant
nor, to Tenant’s knowledge, Landlord has committed any breach under the Lease
which, alone or with the passage of time, the giving of notice, or both, would
constitute a default thereunder.


 


M-1





















 


9.             Tenant
agrees that, upon Buyer’s acquisition of the Leased Premises, Tenant will
attorn to and recognize Buyer as the Landlord under the Lease, with the same
force and effect as if there were a direct lease between Tenant and Buyer.


 


10.           Tenant
is not insolvent and is able to pay its debts as they mature. There are no actions,
whether voluntary or otherwise, pending against Tenant under the bankruptcy
laws of the United States or any other state thereof.


 


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


 


Executed this          
day of                        ,
2005.


 


 


TENANT:


 


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


M-2





















 


EXHIBIT N


 


FORM OF SELLER’S ESTOPPEL CERTIFICATE


 


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


 


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


 


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


 


3.             The
term of the Lease expires as set forth in the Lease Abstract. Tenant has no
renewal rights other than those set forth in the Lease Abstract. Tenant has
given Landlord a security deposit in the amount shown in the Lease Abstract.


 


4.             Rent
under the Lease is as set forth in the Lease Abstract. No rent due has been
paid more than one (1) month in advance. Tenant has no defenses or offsets
which could be alleged in any action brought for rent accruing subsequent to
the date of this Tenant Estoppel Certificate.


 


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


 


6.             Tenant
has not executed any lease or sublease with respect to the Leased Premises
other than the Lease, and Tenant has not assigned or encumbered its interest in
the Lease.


 


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


 


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


 


N-1





















 


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


 


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


 


Executed this         
day of                      ,
2005.


 


LANDLORD:


 


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


N-2





















 


EXHIBIT O


 


SELLER’S DELIVERIES


 


1.             Copies of any and all leases relating to the
Property.


 


2.             Copies of the most currently available rent
roll, schedule of security deposits held by Seller and delinquency or aged
tenant receivable reports maintained by Seller or Seller’s management agent in
the normal course of the ownership and operation of the Property.


 


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


 


4.             Copies of income and expense statements,
year-end financial and monthly and annual operating statements of the Property
for the current year and one (1) year immediately preceding the date of
the Agreement.


 


5.             Copies of any bills and other notices
pertaining to any real estate taxes or personal property taxes applicable to
the Property for the current year and the three (3) years immediately
preceding the date of the Agreement.


 


6.             Copies of all tenant ledgers showing all
billings, payments and credits applied against the billings for the current
year and one (1) year immediately preceding the date of this Agreement.


 


7.             Copies of all real estate tax, insurance,
common area maintenance and other operating expense reconciliations prepared by
Seller or Seller’s management agent in connection with the Property for one (1) year
immediately preceding the date of the Agreement.


 


8.             Copies of all operating budgets prepared by
Seller or Seller’s management agent in connection with the Property for the
current year and one (1) year immediately preceding the date of the
Agreement.


 


9.             Copies of all Service Contracts and
Commission Agreements.


 


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


 


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


 


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


 


13.           Copies of all of Seller’s records for the two
(2) year period preceding Closing pertaining to the repair, replacement
and maintenance of the mechanical systems at the Property, inventory analysis
of existing HVAC units and roof condition reports for each Property.


 


O-1





















 


14.           A schedule of the historical capital
expenses for one (1) year prior to the Execution Date.


 


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


 


16.           A list of all Personal Property, if any.


 


O-2





















 


EXHIBIT P


 


PENDING LAND SALE PROPERTY


 


	
  Location

  	
   

  	
  Acres

  	
   

  	
  Release Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.     ***

  	
   

  	
  3.48 acres

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.     ***

  	
   

  	
  5.15 acres

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.     ***

  	
   

  	
  5.6 acres

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.     ***

  	
   

  	
  0.71 acres

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.     ***

  	
   

  	
  4.65 acres

  	
   

  	
  ***

  



 


P-1





















 


EXHIBIT Q


 


DEPICTION OF *** LAND


 


***



 


Q-1





















 


EXHIBIT R


 


ROFR PROPERTY


 


	
  Asset #

  	
   

  	
  Tenant

  	
   

  	
  Location

  	
   

  	
  Release Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  182,
  183, 184

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  *** and

  ***

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  509

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  719

  	
   

  	
  ***

  	
   

  	
  (i)

  *** and

  (ii)***

  	
   

  	
  ***

  



 


R-1





















 


EXHIBIT S


 


MARKET LEASING COMMISSIONS


 


***


 


S-1





















 


EXHIBIT T


 


OVER THE TERM COMMISSIONS


 


TENANT


 


	
  ***

  
	
   

  
	
  ***

  
	
   

  
	
  ***

  
	
   

  
	
  ***

  
	
   

  
	
  ***

  
	
   

  
	
  ***

  
	
   

  
	
  ***

  
	
   

  
	
  ***

  
	
   

  
	
  ***

  
	
   

  
	
  ***

  
	
   

  
	
  ***

  
	
   

  
	
  ***

  
	
   

  
	
  ***

  
	
   

  
	
  ***

  



 










 


(1)           Tenant executed early renewal and did not list
a broker.  Original lease calls for OTC
at least until 2/28/06.  It is likely due
for the term of the lease.


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


 


T-1





















 


EXHIBIT U


 


SAMPLE TENANT RENT ROLL


 


	
  SPACE
  HISTORY

  	
   

  	
  CHARGE
  SUMMARY

  	
   

  
	
  Lease
  Name/Leased Premises Address

  	
   

  	
  Unit

  ID

  	
   

  	
  Space

  ID

  	
   

  	
  Trans

  Type

  	
   

  	
  Space

  Start

  Date

  	
   

  	
  Space

  End

  Date

  	
   

  	
  Term

  	
   

  	
  Space

  Area

  	
   

  	
  Charge

  Area

  	
   

  	
  Tax

  Base

  	
   

  	
  Ins

  Base

  	
   

  	
  $Stop

  	
   

  	
  Rent

  Start

  Date

  	
   

  	
  Rent

  End

  Date

  	
   

  	
  Monthly
  Gross

  Rent

  	
   

  	
  Annual
  Gross

  Rent

  	
   

  	
  Gross
  Rent

  PSF

  	
   

  	
  Net Rent
  PSF

  	
   

  
																																				



 


U-1





















 


EXHIBIT V


 


PHASE II PROPERTY


 


See Attached Schedule


 


V-1





















 


EXHIBIT V


PHASE II PROPERTY


 


	
  ADDRESS

  	
   

  	
  DUKE /
  FR

  	
   

  	
  Allocation

  	
   

  	
  ISSUES

  	
   

  	
  RECOMMENDATIONS

  	
   

  	
  COSTS

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Phase II Investigation

  	
   

  	
  $10,000 - $15,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Phase II Investigation

  	
   

  	
  $10,000 - $15,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Phase II Investigation

  	
   

  	
  $7,000 - $10,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Phase II Investigation

  	
   

  	
  $7,000 - $10,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Phase II Investigation

  	
   

  	
  $7,000 - $10,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Phase II Investigation

  	
   

  	
  $6,000 - $8,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Phase II Investigation Agency file review/research

  	
   

  	
  $6,000 - $8,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Phase II Investigation

  	
   

  	
  $12,000 - $18,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Agency file review/research

  	
   

  	
  $3,000 - $4,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Agency file review/research

  	
   

  	
  $3,000 - $4,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Formal wetlands assessment

  	
   

  	
  $6,000 - $8,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Formal wetlands assessment

  	
   

  	
  $6,000 - $8,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Formal wetlands assessment

  	
   

  	
  $6,000 - $8,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Formal wetlands assessment

  	
   

  	
  $6,000 - $8,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Formal wetlands assessment

  	
   

  	
  $6,000 - $8,000

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
   

  	
  Formal wetlands assessment

  	
   

  	
  $6,000 - $8,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  TOTAL COSTS

  	
   

  	
  $107,000 - $150,000

  	
   

  



 


V-2