TO CHANGE THE NAME OR STREET ADDRESS OF THE BUILDING.
(M)
REQUIREMENT OF IDENTIFICATION.
LANDLORD, OR ITS CONTRACTOR(S), MAY
REQUIRE ALL PERSONS ENTERING OR LEAVING THE BUILDING DURING SUCH HOURS AS
LANDLORD MAY REASONABLY DETERMINE, TO IDENTIFY THEMSELVES BY REGISTRATION OR
OTHERWISE, AND TO ESTABLISH THEIR RIGHT TO LEAVE OR ENTER, AND TO EXCLUDE OR
EXPEL ANY PEDDLER, SOLICITOR OR BEGGAR AT ANY TIME FROM THE PROPERTY, THE
PREMISES OR THE BUILDING.
(N)
RESERVED AREAS, LIGHT AND AIR.
THIS LEASE DOES NOT GIVE TENANT
ANY RIGHT TO USE, AND LANDLORD HEREBY EXCLUDES AND RESERVES FOR ITS SOLE AND
EXCLUSIVE USE, THE FOLLOWING AREAS IN AND ABOUT THE PREMISES:
JANITOR CLOSETS,
STAIRWAYS AND STAIRWELLS, FAN, MECHANICAL, ELECTRICAL, TELEPHONE AND SIMILAR
ROOMS (OTHER THAN THOSE INSTALLED FOR TENANT'S EXCLUSIVE USE); ELEVATOR, PIPE
AND OTHER VERTICAL SHAFTS, FLUES AND DUCTS; ALL AREAS ABOVE THE ACOUSTICAL
CEILING AND BELOW THE FINISHED FLOORCOVERING INSTALLED IN THE
10
PREMISES; ALL OTHER STRUCTURAL OR MECHANICAL ELEMENTS SERVING OTHER AREAS OF THE
BUILDING; AND ALL SUBTERRANEAN, MINERAL, AIR, LIGHT AND VIEW RIGHTS.
(O)
LIMITATION OF LANDLORD'S PERSONAL LIABILITY.
TENANT SPECIFICALLY
AGREES TO LOOK SOLELY TO LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF
ANY JUDGMENT AGAINST LANDLORD, IT BEING AGREED THAT LANDLORD (AND ITS PARTNERS
AND SHAREHOLDERS) SHALL NEVER BE PERSONALLY LIABLE FOR ANY SUCH JUDGMENT.
(P)
EXECUTION BY LANDLORD.
SUBMISSION OF THIS INSTRUMENT TO TENANT,
OR TENANT'S AGENTS OR ATTORNEYS, FOR EXAMINATION OR SIGNATURE DOES NOT
CONSTITUTE OR IMPLY AN OFFER TO LEASE, RESERVATION OF SPACE, OR OPTION TO LEASE,
AND THIS LEASE SHALL HAVE NO BINDING LEGAL EFFECT UNTIL EXECUTION HEREOF BY BOTH
LANDLORD AND TENANT.
(Q)
TIME OF ESSENCE.
TIME IS OF THE ESSENCE OF THIS LEASE AND EACH OF
ITS PROVISIONS.
11
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day
and year first above written.
LANDLORD:
TENANT:
BEHRINGER HARVARD PACES WEST, LLC, a Delaware limited liability company
GA-PACES, L.L.C.,
a Delaware limited liability company
By:
By:
Equity Office Management, L.L.C., a
Delaware limited liability company,
its non-member manager
Name of Officer:
Title:
By:
Name of Officer:
Title:
Exhibits
A)
Legal Description
EXHIBIT A
PACES WEST LEGAL DESCRIPTION
[TO BE ADDED LATER]
EXHIBIT T
HOLDBACK AGREEMENT
One Paces West and Two Paces West, Atlanta, Georgia
HOLDBACK ESCROW AGREEMENT
THIS HOLDBACK ESCROW AGREEMENT (this "Agreement") is made as of the
day of
April, 2006 ("Contract Date") by and among GA-PACES, L.L.C., a Delaware limited
liability company ("Seller"), BEHRINGER HARVARD PACES WEST, LLC, a Delaware
limited liability company ("Buyer"), and COMMONWEALTH LAND TITLE INSURANCE
COMPANY ("Escrowee").
R E C I T A L S:
A.
SELLER AND BUYER HAVE ENTERED INTO THAT CERTAIN PURCHASE AND SALE
CONTRACT DATED MARCH
, 2006 (THE "PURCHASE AGREEMENT") FOR THE PURCHASE
AND SALE OF THE PROPERTY MORE PARTICULARLY DESCRIBED THEREIN (THE "PROPERTY").
B.
BUYER AND SELLER ACKNOWLEDGE THAT THE PURCHASE AGREEMENT PROVIDES
THAT SELLER AND BUYER SHALL ENTER INTO A MASTER LEASE (AS DEFINED IN THE
PURCHASE AGREEMENT) IN WHICH