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.


 





















 


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.


 


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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


 


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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.


 


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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


 


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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


 


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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


 


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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,


 


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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


 


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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


 


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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,


 


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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


 


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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


 


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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


 


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(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.


 


25





















 


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,


 


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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

  
	
   

  	
  Chicago, IL 60606

  
	
   

  	
  Fax: (312) 895-9322

  



 


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  with copy to:

  	
  CB Richard Ellis Investors

  
	
   

  	
  Attn: Vic Bucchere

  
	
   

  	
  800 Boylston Street, Suite 1475

  
	
   

  	
  Boston, MA 02199

  
	
   

  	
  Fax: (617) 425-2801

  
	
   

  	
   

  
	
  and with a copy to:

  	
  Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP

  
	
   

  	
  Attn: Suzanne Bessette-Smith, Esq.

  
	
   

  	
  333 West Wacker Drive, Suite 2700

  
	
   

  	
  Chicago, IL 60606

  
	
   

  	
  Fax: (312) 984-3150

  



 


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


 


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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.


 


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK]


 


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],

  	
  [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





















 


List of Service Contracts


 


	
  City

  	
   

  	
  Park

  	
   

  	
  Item

  	
   

  	
  Comments

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Breckinridge

  	
   

  	
  Future
  Security, Inc.

  Allgood Services

  Cen-Signal

  BMS Cleaning

  	
   

  	
  Roving
  Patrol Security

  Pest Control

  Fire Alarm Monitoring

  Full Service Tenant Janitorial

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Franklin
  Forest

  	
   

  	
  This Ole Mop

  Allgood Services

  Barton Protective Services

  Certified Fire Protection

  	
   

  	
  Window
  Cleaning

  Pest Control

  Roving Security Patrol

  Fire Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Hembree
  Crest; Hembree Park, and Northmeadow

  	
   

  	
  Allgood
  Services

  Cen-Signal

  	
   

  	
  Pest Control

  Fire Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Founders
  Park

  	
   

  	
  Abernathy’s
  Cleaning Services

  BMS Cleaning

  Allgood Services

  Cen-Signal

  This Ole Mop

  	
   

  	
  Full Service
  Tenant Janitorial

  Full Service Tenant Janitorial

  Pest Control

  Fire Alarm Monitoring

  Full Service Tenant Window Cleaning

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Mansell
  Commons

  	
   

  	
  Allgood
  Services

  Cen-Signal

  	
   

  	
  Pest Control

  Fire Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Northbrook

  	
   

  	
  Future
  Security, Inc.

  Allgood Services

  Cen-Signal

  Coast & Valley

  	
   

  	
  Roving
  Patrol Security

  Pest Control

  Fire Alarm Monitoring

  Exterior Sweep (as needed)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Northwest
  Business Center

  	
   

  	
  Barton
  Protective Services

  This Ole Mop

  One Source Cleaning

  Allgood Services

  Cen-Signal

  	
   

  	
  Roving
  Security Patrol

  Window Cleaning

  Full Service Tenant Janitorial

  Pest Control

  Fire Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Northwoods

  	
   

  	
  Aquascape
  Environmental

  Allgood Services

  Valcourt Building Services of Georgia

  	
   

  	
  Pond
  Maintenance

  Pest Control

  Window Washing

  



 





















 


	
   

  	
   

  	
   

  	
   

  	
  Alliance
  Fire Protection

  Barton Protective Services

  	
   

  	
  Fire Alarm
  Monitoring Contracts

  Roving Security Patrol

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Reps Miller

  	
   

  	
  Allgood
  Services

  Valcourt Building Services of Georgia

  ADT & Cen-Signal

  Barton Protective Services

  	
   

  	
  Pest Control

  Window Washing

  Fire Alarm Monitoring

  Roving Security Patrol

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Atlanta

  	
   

  	
  Peachtree
  Corners

  	
   

  	
  Allgood
  Services

  	
   

  	
  Pest Control
  Contracts

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati

  	
   

  	
  Cornell
  Commerce Center

  	
   

  	
  Dangel
  Electronics, Inc.

  Braco Window Cleaning Service

  	
   

  	
  Testing and
  Monitoring Contract dated 11/10/95

  Window Cleaning Contract dated 10/28/04

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati

  	
   

  	
  Creek Road

  	
   

  	
  Detect-All
  (Creek 1)

  	
   

  	
  Alarm
  Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati

  	
   

  	
  Enterprise
  Park

  	
   

  	
  Orkin
  Exterminating Company

  ADT Security Services

  Winelco Inc.

  Merchants Security, Inc.

  Braco Window Cleaning Service

  	
   

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

  Security Control Contract dated 1/8/02

  Sewage System Maintenance Agreement dated 5/19/92

  Security Services Contract dated 4/26/95

  Window Cleaning Contract dated 10/28/04

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati

  	
   

  	
  Fairfield
  Business Center

  	
   

  	
  Orkin
  Exterminating Company

  The Quick Response

  Braco Window Cleaning Service

  	
   

  	
  Pest Control
  Contract dated 5/2/02

  Alarm Monitoring Service Agreement dated 2/12/02

  Window Cleaning Contract dated 10/28/04

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati

  	
   

  	
  Governor’s
  Points

  	
   

  	
  Tri-State
  Pest Management

  The Quick Response

  Jancoa Janitorial Services

  Strategic Energy

  DeBra-Kuempel

  Braco Window Cleaning Service

  	
   

  	
  Pest Control
  Contract dated 11/11/04

  Alarm Monitoring Service Agreement dated 11/5/02

  Janitorial Services Contract dated 6/4/04

  Power Supply Coordination Service Agreement dated 12/30/04

  HVAC Preventive Maintenance Program Contract dated 1/8/04

  Window Cleaning Contract dated 10/28/04

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati

  	
   

  	
  Perimeter
  Park

  	
   

  	
  Orkin
  Exterminating Company

  ADT Security Systems

  Braco Window Cleaning Service

  	
   

  	
  Pest Control
  Contract dated 7/29/02

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

  Window Cleaning Contract dated 10/28/04

  



 





















 


	
  Cincinnati

  	
   

  	
  World Park

  	
   

  	
  Meter
  Reading and Billing Services

  Braco Window Cleaning Service

  Detect-All (Building 5 & 6)

  	
   

  	
  Electric
  Meter Reading Contract dated 9/8/04

  Window Cleaning Contract dated 10/28/04

  Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati

  	
   

  	
  World Park
  Union Centre

  	
   

  	
  Tri-State
  Pest Management

  Braco Window Cleaning Service

  Detect-All

  	
   

  	
  Pest Control
  Contract dated 11/11/04

  Window Cleaning Contract dated 10/28/04

  Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cleveland

  	
   

  	
  Alameda
  Drive

  	
   

  	
  Edwards
  Systems Distributors

  Reliable Snow Plowing

  	
   

  	
  Fire Alarm
  Testing Contract dated 2/11/05

  Snow Removal / Landscaping Contract dated 11/19/04

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cleveland

  	
   

  	
  6335 Avion
  Park Drive

  	
   

  	
  Reliable
  Snow Plowing

  ADT

  	
   

  	
  Snow Removal
  / Landscaping Contract dated 11/19/04

  Fire Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cleveland

  	
   

  	
  Enterprise
  Parkway

  	
   

  	
  Turiscape, Inc.

  State Alarm

  	
   

  	
  Snow Removal
  / Landscaping Contract dated 11/19/04

  Fire Alarm Monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cleveland

  	
   

  	
  Fountain
  Parkway

  	
   

  	
  Edwards
  Systems Distributors

  Turiscape, Inc.

  	
   

  	
  Fire Alarm
  Testing Contract dated 2/11/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cleveland

  	
   

  	
  Park 82

  	
   

  	
  Edwards
  Systems Distributors

  Reliable Snow Plowing

  	
   

  	
  Fire Alarm
  Testing Contract dated 2/11/05

  Snow Removal / Landscaping Contract dated 11/19/04

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cleveland

  	
   

  	
  Solon

  	
   

  	
  Edwards
  Systems Distributors

  	
   

  	
  Fire Alarm
  Testing Contract dated 2/11/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Columbus

  	
   

  	
  Orange Point
  Commerce Park

  	
   

  	
  Pest Control

  ADT

  	
   

  	
  Contract
  with Terminix Commercial dated 2/4/04

  Fire alarm monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Columbus

  	
   

  	
  South Pointe

  	
   

  	
  ADT

  	
   

  	
  Fire alarm
  monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Columbus

  	
   

  	
  Westbelt
  Drive

  	
   

  	
  PDS Systems,
  LLC

  	
   

  	
  Fire alarm
  monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Columbus

  	
   

  	
  Westbelt
  West

  	
   

  	
  PDS Systems,
  LLC

  	
   

  	
  Fire alarm
  monitoring

  



 





















 


	
  Columbus

  	
   

  	
  Zane Trace

  	
   

  	
  PDS Systems,
  LLC

  	
   

  	
  Fire alarm
  monitoring

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Bloomington
  Industrial Center

  	
   

  	
  Alarm Monitoring

  	
   

  	
  Electro
  Watchman Inc. contract dated 8/10/99

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Broadway
  Business Center

  	
   

  	
  Security
  System 

  Pest Control

  	
   

  	
  Honeywell
  contract dated 6/25/98 (bldgs III, IV, VI) 

  Plunkett’s Pest Control contract dated 7/14/04

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Cedar Lake
  Business Center

  	
   

  	
  Alarm
  Monitoring Service 

  Pest Control

  	
   

  	
  Electro
  Watchman, Inc. contract dated 6/1/98 

  Plunkett’s Inc. contract dated 3/6/91

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Chanhassen
  Lakes

  	
   

  	
  Alarm System

  	
   

  	
  Honeywell
  contract dated 6/25/98 (bldgs I & II)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Crystal
  Industrial Center

  	
   

  	
  Security
  Monitoring

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Eagandale
  Crossing

  	
   

  	
  Alarm
  Monitoring Service

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Edenvale Tech
  Center

  	
   

  	
  Alarm
  Monitoring

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Edenvale
  Executive Center

  	
   

  	
  Alarm System

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Edina
  Interchange

  	
   

  	
  Pest Control
  

  Alarm System

  	
   

  	
  Plunkett’s
  Pest Control contract dated 5/6/05 

  Trans-Alarm, Inc. contract dated 7/25/00; The International Dispatch

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Golden Hills

  	
   

  	
  Pest Control
  

  Alarm Monitoring

  	
   

  	
  Plunkett’s
  Pest Control contract dated 1/17/01 

  The International Dispatch, Communication Center contract dated

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Golden
  Triangle Tech Center

  	
   

  	
  Alarm
  Monitoring

  	
   

  	
  Criticom
  monitoring dated 8/07/01

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Hampshire
  Tech Center

  	
   

  	
  Alarm
  Monitoring

  	
   

  	
  Silent
  Knight Security

  Alarm Net dated 3/10/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Lunar Points

  	
   

  	
  Alarm
  Monitoring

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Lyndale
  Commons

  	
   

  	
  Alarm System

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Plymouth Office/Tech
  Center

  	
   

  	
  Alarm System

  	
   

  	
  ADT Security
  Services contract dated 12/30/98

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  River Road

  	
   

  	
  Pest Control
  

  Security System

  	
   

  	
  Adams Pest
  Control, Inc. contract dated 3/23/99 

  ADT Security Services contract dated 1/14/05

  



 





















 


	
  Minneapolis

  	
   

  	
  University
  Crossing

  	
   

  	
  Alarm
  Monitoring

  	
   

  	
  Protection
  One contract dated 5/16/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Valley
  Gate/Green

  	
   

  	
  Security
  System

  	
   

  	
  ADT Security
  Services contract dated 12/23/99

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Westpoint
  Buildings

  	
   

  	
  Alarm
  Systems

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minneapolis

  	
   

  	
  Westside
  Business Park

  	
   

  	
  Pest Control
  

  Alarm System

  	
   

  	
  ADT Security
  Services contract dated 12/23/99 

  Electro Watchman, Inc. contract dated 3/25/03

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Airpark
  Business Center

  	
   

  	
  Cooks Pest
  Control

  National Guardian

  Security Link

  Terminix

  Professional Window Washing Services, Inc.

  International Fire Protection

  Initial Security.

  	
   

  	
  Contract for
  Pest Control dated 3/28/02

  Alarm Services Agreement

  Alarm Services Agreement

  Pest Control Contract

  Window washing Contract

  Fire Sprinkler Inspection Contract

  Patrol Service Agreement dated 5/5/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Cumberland
  Business Center

  	
   

  	
  Cooks Pest
  Control

  SecurityLink

  Professional Window Washing Services, Inc.

  International Fire Protection

  	
   

  	
  Contract for
  Pest Contract dated 3/28/02

  Alarm Services Agreement dated 10/22/89

  Window washing contract

  Fire Sprinkler Inspection Contract

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Greenbriar

  	
   

  	
  Global
  Supply and Service Company

  Cooks Pest Control

  Simplex

  Professional Window Washing Services, Inc.

  International Fire Protection

  Initial Security

  	
   

  	
  Contract for
  Janitorial Services dated 4/4/01

  Contract for Pest Control dated 3/28/02

  Monitoring Service Agreement dated 3/4/99

  Window washing contract

  Fire Sprinkler Inspection contract

  Petrol Service Agreement dated 5/5/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Haywood Oaks

  	
   

  	
  Cooks Pest
  Control

  Access Control Technologies

  Security Link

  Simplex

  Terminix

  Professional Window Washing Services, Inc.

  International Fire Protection

  Initial Security

  	
   

  	
  Contract for
  Pest Control dated 3/28/02

  Monitoring Contract dated 8/18/97

  Alarm Services Agreement dated 3/1/96

  Monitoring Contract dated 5/12/00

  Pest Control Contract

  Window washing contract

  Fire Sprinkler Inspection Contract

  Patrol Service Agreement dated 5/5/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Haywood Oaks
  East

  	
   

  	
  Cooks Pest
  Control

  Professional Window Washing Services, Inc.

  	
   

  	
  Contract for
  Pest Control dated 3/28/02

  Window washing contract

  



 





















 


	
   

  	
   

  	
   

  	
   

  	
  International
  Fire Protection

  Initial Security

  	
   

  	
  Fire
  Sprinkler Inspection Contract

  Patrol Service Agreement dated 5/5/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Metro Center

  	
   

  	
  Professional
  Window Washing Services, Inc.

  Initial Security

  	
   

  	
  Window
  washing contract

  Patrol Service Agreement dated 5/5/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Metropolitan
  Airport Center

  	
   

  	
  Global Supply
  and Service Company

  Cooks Pest Control

  Simplex

  Professional Window Washing Services, Inc.

  International Fire Protection

  Initial Security

  	
   

  	
  Contract for
  Janitorial Services dated 3/3/00

  Contract for Past Control dated 3/28/02

  Monitoring Service Agreement

  Window washing contract

  Fire Sprinkler Inspection Contract

  Patrol Service Agreement dated 5/5/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Riverview
  Business Center

  	
   

  	
  Cooks Pest
  Control

  ADS Security and Control

  Simplex

  Professional Window Washing Services, Inc.

  International Fire Protection

  	
   

  	
  Contract for
  Pest Control dated 3/28/02

  Contract for Security dated 4/15/98

  Fire Alarm and Security Monitoring

  Window washing contract

  Fire Sprinkler Inspection Contract

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville

  	
   

  	
  Royal
  Parkway Center

  	
   

  	
  Global
  Supply and Service Company

  Cooks Pest Control

  Simplex

  Terminix

  Professional Window Washing Services, Inc.

  International Fire Protection

  Initial Security

  	
   

  	
  Contract for
  Janitorial Services dated 3/3/00

  Contract for Pest Control dated 3/28/02; Termite Control Agreement

  Monitoring Service Agreement

  Pest Control Contract

  Window washing contract

  Fire Sprinkler Inspection Contract

  Patrol Service Agreement dated 5/5/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Orlando

  	
   

  	
  Technology
  Park

  	
   

  	
  Water
  Management - All Bldgs

  Pest Control

  Window Cleaning - All Bldgs

  Sweeping - All Bldgs

  	
   

  	
  The Lake
  Doctors contract dated 3/29/04

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

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

  Skyline Maintenance Sweeping Services Agreement dated 3/30/

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Orlando

  	
   

  	
  Lee Vista

   

  Lee Vista i

  	
   

  	
  Pest Control

  Life Safety System Test

  Fire Safety Monitoring

  Window Cleaning

  Fire Sprinkler Testing

  Sweeping Services



  	
   

  	
  Orkin Pest
  Control contract dated 4/27/04

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

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

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

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

  Skyline Maintenance Sweeping Service contract dated 3/30/01

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Pest Control

  	
   

  	
  Orkin Pest
  Control contract dated 11/1/04

  



 





















 


	
   

  	
   

  	
  
Lee Vista ii

  	
   

  	
  Life Safety
  System Test

  Fire Safety Monitoring

  Window Cleaning

  Fire Sprinkler Testing

  Sweeping Services

  	
   

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

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

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

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

  Skyline Maintenance Sweeping Service contract dated 3/30/01

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lee Vista iii

  	
   

  	
  Pest Control

  Window Cleaning

  	
   

  	
  Orkin Pest
  Control contract dated 4/27/04

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  Service Center at Lee Vista

  	
   

  	
  Fire
  Sprinkler Testing

  Fire Safety Monitoring

  Window Cleaning

  Sweeping Services

  	
   

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

  Simplex Monitoring Agreement dated 5/8/01

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

  Skyline Maintenance Sweeping Service contract dated 3/30/01

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Raleigh

  	
   

  	
  Perimeter
  Park

  	
   

  	
  Pest Control

  Building Maintenance

  	
   

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

  Alarms Plus contract dated 1/3/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Research
  Triangle Industrial Center

  	
   

  	
  Pest Control

  Building Maintenance

  	
   

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

  Alarms Plus contract dated 1/3/05

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Spring Forest
  Business Center

  	
   

  	
  Building
  Maintenance

  Pest Control

  Building Maintenance

  	
   

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

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

  Alarms Plus contract dated 1/3/05

  



 





















 


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.    ***

  	
  3

  	
  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

  	
   

  



 





















 


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

  	
   

  



 


i





















 


	
  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

  	
   

  



 


ii





















 


	
  19.12

  	
   

  	
  Additional
  Consideration Owed by Seller to *** Investment Company

  	
   

  
	
  19.13

  	
   

  	
  Potential
  Acquisition of Membership Interests

  	
   

  
	
  19.14

  	
   

  	
  (). ***

  	
   

  



 


iii