8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2015

DC Industrial Liquidating Trust

(Exact name of registrant as specified in its charter)

Maryland	000-54372	47-7297235
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

518 Seventeenth Street, 17th Floor Denver, CO	80202
(Address of principal executive offices)	(Zip Code)

(303) 228-2200

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion on November 4, 2015 of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 28, 2015 (the “Merger Agreement”), by and among Industrial Income Trust Inc. (“IIT”), Western Logistics LLC (“Parent”) and Western Logistics II LLC (“Merger Sub”). Pursuant to the Merger Agreement, on November 4, 2015, IIT merged with and into Merger Sub with Merger Sub continuing as the surviving company (the “Merger”). Following the consummation of the Merger, the Merger Sub continued as a wholly owned subsidiary of Parent. At the effective time of the Merger (the “Merger Effective Time”), each share of common stock, $0.01 par value per share, of IIT (the “Common Stock”) issued and outstanding immediately prior to the Merger Effective Time, including each share of restricted stock, was converted into the right to receive an amount in cash equal to $10.30, without interest and subject to any applicable withholding tax obligations.

Item 1.01. Entry into a Material Definitive Agreement.

Agreement and Declaration of Trust

On November 3, 2015, DC Industrial Liquidating Trust (the “Trust”) and three directors of IIT, Dwight L. Merriman, Marshall M. Burton and Stanley A. Moore, entered into an Amended and Restated Agreement and Declaration of Trust (the “Liquidating Trust Agreement”) in connection with the contribution of certain assets to Trust. The Liquidating Trust Agreement was executed and the Trust was formed pursuant to the Merger Agreement for the purpose of liquidating the following 11 properties that currently are under development or in the lease-up stage (the “Excluded Assets”) after completion of the Merger:

• Bluegrass DC II, located at NW corner of McFarland Parkway and McGinnis Ferry Road in Alpharetta, Georgia

• Redlands Distribution Center, located at NE Corner W. Lugonia and California St. in Redlands, California

• Cajon DC, located at 6207 N. Cajon Boulevard in San Bernardino, California

• Lehigh Valley Crossing DC I, located at 2929 Schoeneck Road in Macungie, Pennsylvania

• Lehigh Valley Crossing DC II, located at 3100 Alburtis Rd in Macungie, Pennsylvania

• Lehigh Valley Crossing DC III, located at 2918 Schoeneck Rd in in Macungie, Pennsylvania

• Tamarac Commerce Center II, located at 6201 North Nob Hill Rd in Tamarac, Florida

• Tamarac Commerce Center III, located at 6900 Hiatus Rd in Tamarac, Florida

• Miami DC III, located at 11001 NW 124th St in Medley, Florida

• Miami DC III Land Bank, located at 10910 NW 124th St in Medley, Florida

• Miami DC IV, located at 11040 NW 124th St in in Medley, Florida

In accordance with the Merger Agreement, on November 3, 2015, IIT transferred the Excluded Assets to DC Liquidating Assets Holdco LLC (the “Liquidating Company”), an entity recently formed by IIT to hold and liquidate the Excluded Assets. Following this contribution of the Excluded Properties, on November 3, 2015, IIT contributed its interests in the Liquidating Company, which constitute 100% of the Liquidating Company’s common equity interests, to the Trust. An affiliate of IIT’s Sponsor (as defined below) will own special units (the “Special Units”) in the Liquidating Company comparable to the special partnership units previously held in Industrial Income

Operating Partnership LP. The Special Units will entitle IIT’s Sponsor to receive 15% of all distributions made by the Liquidating Company. The Net Sale Proceeds (as defined below) will be distributed by the Liquidating Company to the beneficial owners of the Trust and to the holder of the Special Units, after payments of any amounts due to the Trust Advisor (defined below).

On November 4, 2015, prior to completion of the Merger at the Merger Effective Time, IIT distributed to its stockholders, in a special dividend, all of the units of beneficial interest in the Trust, together with net proceeds of borrowings under the new Credit Facility described below, with each share of Common Stock receiving (i) one unit of beneficial interest in the Trust, and (ii) $0.26 of net proceeds from the new Credit Facility described below. The beneficial interests in the Trust are expressed in terms of units for ease of administration, but they are not certificated. Each distribution by the Trustees (as defined below) to the beneficiaries will be made pro rata according to the beneficiaries’ respective units. Units of beneficial interest may not be transferred or assigned, except by will, intestate succession or operation of law.

Pursuant to the Liquidating Trust Agreement, as soon as practicable after the closing of the Merger, the Trust will mail to each beneficiary a notice indicating how many units of beneficial interest in the Trust such beneficiary owns. The Trust will file with the Securities and Exchange Commission (the “SEC”) annual reports showing the consolidated assets and liabilities of the Trust, as well as the receipts and disbursements of the Trust, although the Liquidating Trust Agreement does not require the financial statements of the Trust to be audited by independent public accountants. During the course of each fiscal year, whenever a material event relating to the assets of the Trust occurs, the Trust will file with the SEC an interim report describing such event.

The Liquidating Trust Agreement provides that the Trust will terminate upon the earliest of (1) the liquidation and distribution of the net proceeds of all of the assets held by the Trust and its subsidiaries or (2) three years from November 4, 2015. Notwithstanding the foregoing, the Trustees may continue the existence of the Trust beyond the three-year term if the Trustees reasonably determine that an extension is necessary to fulfill the purposes of the Trust, provided that the Trustees have requested and obtained additional no-action assurance from the SEC regarding relief from registration and reporting requirements under the Securities Exchange Act of 1934, as amended prior to any such extension.

The Liquidating Trust Agreement further provides that the Trustees (as defined below) have the discretion to make distributions of available cash to the beneficiaries as and when they deem such distributions to be in the best interests of the beneficiaries, taking into account the administrative costs of making such distributions, anticipated costs and expenses of the Trust and such other factors as they may consider appropriate. The Trustees do not expect to make distributions to unitholders, other than the distribution of net loan proceeds and other available cash on the Merger closing date and distributions of Net Sale Proceeds of the Excluded Properties.

Messrs. Merriman, Burton and Moore will serve as the initial trustees (the “Trustees”) of the Trust. The Independent Trustees (as defined below) will be paid a fee for their services of $12,500 per quarter and will be reimbursed by the Trust for all out-of-pocket costs and expenses.

The Trustees are responsible for, among other things:

• Overseeing of the Trust Advisor (as defined below);

• Appointing officers of, and engaging agents and independent contractors to provide services to, the Trust;

• Selling or otherwise disposing of the Excluded Properties and any other assets held by the Trust;

• Resolving any claims or liabilities of the Trust;

• Collecting all property they determine to be part of the trust assets and holding the property until distribution to the beneficiaries;

• Paying all claims, expenses and liabilities of the trust out of trust assets, or making a reasonable reserve to pay those obligations;

• Making distributions of cash to beneficiaries on such dates as they may determine, subject to the terms of the Liquidating Trust Agreement;

• Making a final distribution to beneficiaries after they determine that all claims, debts, liabilities and obligations of the Trust have been paid or discharged, or when the Trust terminates in accordance with its terms; and

• Resolving conflicts between the Trust and affiliates of the Trust Advisor.

A majority of the Trustees are required to be “independent trustees,” based on a definition comparable to the definition currently found in the Company’s Charter, with an exception for circumstances when there is an unfilled vacancy on the Board of Trustees. Any Trustee may resign upon notice to the other Trustees and any Trustee may be removed at any time, with or without cause, by beneficiaries holding in the aggregate more than two-thirds of the total outstanding Trust units at a meeting of the beneficiaries properly called for that purpose. If a vacancy on the Board of Trustees exists, because a trustee resigns or is removed, unless the remaining Trustees decrease the number of trustees comprising the Board of Trustees, or because the number of trustees is increased, the vacancy will be filled by the remaining Trustees or, if the Trustees are unable to do so, by the beneficiaries at a meeting properly called for that purpose, upon the affirmative vote of beneficiaries holding units representing a majority of the total Trust units present at the meeting, in person or by proxy.

To the fullest extent permitted by law, and subject to certain limits on liability of Trustees under applicable Maryland law, the Trustees and officers of the Trust will not be subject to any personal liability to any person, including the Trust or its beneficiaries, in connection with the trust estate and the Trust. The Trust also will indemnify, to the maximum extent permitted by law, the Trustees and its officers, agents, and certain other persons against all claims, actions, liabilities and expenses reasonably incurred by such indemnified persons in connection with the defense or disposition of any proceeding in which the indemnified person may be involved or threatened in connection with the exercise and performance of any of their powers and duties under the Liquidating Trust Agreement. The right to receive indemnification will extend to all costs, disbursements and attorneys’ fees and amounts paid in satisfaction of judgments or settlements. The Trust may make advance payments in connection with indemnification claims, provided that the indemnified person has undertaken to repay any amount advanced and to reimburse the Trust in the event that it is subsequently determined that the indemnified person is not entitled to such indemnification. The Trust will purchase such insurance as the trustees believe will adequately insure that each indemnified person will be indemnified against any claims, actions, liabilities and expenses as provided under the Liquidating Trust Agreement.

The Trustees may amend the Liquidating Trust Agreement with the consent of beneficiaries holding a majority of all beneficial units. The Trustees may not amend the trust agreement if the amendment would permit the trustees to adversely affect the beneficiaries’ rights to receive their pro rata shares of the Trust assets. In addition, no amendment may increase the potential liability of the trustees without their consent or jeopardize the respective tax treatment of the Trust or its beneficiaries as a “liquidating trust” and as owners of their respective shares of the Trust’s taxable income.

The Trustees may amend the Liquidating Trust Agreement without the consent of the beneficiaries to:

• Add to the representations, duties or obligations of the trustees or surrender any right or power granted to the trustees in the Liquidating Trust Agreement;

• Facilitate the transferability by beneficiaries of Trust units, subject to the ability of the Trust to remain eligible for relief from the registration and reporting requirements under the Securities Exchange Act of 1934, as amended;

• Comply with applicable laws, including tax laws or to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of any U.S. federal or state or non-U.S. governmental agency, compliance with which the Trustees deems to be in the best interest of the Beneficiaries as a whole;

• Enable the Trust to obtain no-action assurances from the staff of the SEC regarding relief from registration and reporting requirements under the Securities Exchange Act of 1934, as amended, which relief the Trustees deem to be in the best interest of the Beneficiaries as a whole; and

• Enable the Trust to be treated as a “liquidating trust” under the applicable federal, state, and local tax laws, if the Trustees deem such amendment to be in the best interest of the beneficiaries as a whole; and

• Cure any ambiguity, to correct or supplement any provision in the Liquidating Trust Agreement which may be inconsistent with any other provision in the trust agreement, or to make any other provisions with respect to matters or questions arising under the Liquidating Trust Agreement which will not be inconsistent with the provisions of the trust agreement.

The foregoing summary is qualified in its entirety by reference to the Liquidating Trust Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.

The Management Services Agreement

Also on November 3, 2015, the Trust, the Liquidating Company and DCG Liquidating Advisor LLC (the “Trust Advisor”) entered into a Management Services Agreement (the “Management Services Agreement”) pursuant to which the Trust Advisor was appointed to provide asset, development, development and construction oversight and operating oversight services for each Excluded Property, to assist in the sale of the Excluded Properties and to provide administrative services to the Trust, the Liquidating Company and their subsidiaries. The Trust Advisor is a controlled affiliate of IIT’s sponsor, Industrial Income Advisors Group LLC (the “Sponsor”), which is the indirect owner of the Special Units in the Liquidating Company. Mr. Merriman, a Trustee and Chief Executive Officer of the Trust, is a member of the board of managers of Trust Advisor.

The term of the Management Services Agreement will continue in force throughout the duration of the existence of the Trust and will terminate as of the date of termination of the Trust. In addition, the Management Services Agreement may be terminated by any of the parties thereto for fraud, criminal conduct or willful misconduct or a material breach of the Management Services Agreement by another party thereto, which has not been cured within 30 days of such material breach.

The Trust Advisor will receive the following fees in exchange for the services it performs under the Management Services Agreement:

• Development fees, in connection with services related to the development, construction, improvement or stabilization or overseeing the provision of these services by third parties on the Trust’s behalf, will equal up to 4.0% of total project cost, including debt; and

• An asset management fee, as partial compensation for services rendered in connection with the management and disposition of Excluded Property, consisting of (i) a monthly fee equal to one-twelfth of 0.80% of the aggregate cost (before non-cash reserves and depreciation) of each such property and (ii) in connection with a disposition of any such property, a fee equal to 2.0% of the sales price in connection with such disposition.

The Trust also is obligated, subject to certain limitations, to reimburse the Trust Advisor for certain costs incurred by the Trust Advisor or its affiliates, such as personnel and other overhead expenses, in connection with the services provided to the Trust under the Management Services Agreement, provided that the Trust Advisor does not receive a specific fee for the activities which generate the expenses to be reimbursed.

The foregoing summary is qualified in its entirety by the Management Services Agreement attached hereto as Exhibit 10.2, which is incorporated herein by reference.

Liquidating Company LLC Agreement

Also on November 3, 2015, the Trust and the holder of the Special Units entered into an Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) with respect to the Liquidating Company.

Under the LLC Agreement, the Trust will serve as the Liquidating Company’s managing member with full, complete and exclusive discretion to manage and control the business of the Trust, which generally is limited to ownership and liquidation of the Excluded Properties, developing, leasing up and realizing the value of the Excluded Properties and distributing the net proceeds thereof to the Liquidating Company’s members. The managing member has sole discretion to cause the Liquidating Company to make distributions to its members. The holder of the Special Units is entitled to receive 15% of each distribution of “Net Sale Proceeds,” and the Trust, as the holder of the common membership units, is entitled to receive 85% of each distribution of “Net Sale Proceeds” and 100% of any other distributions. The LLC Agreement generally defines “Net Sale Proceeds” to be the proceeds of any sale or disposition transaction with respect to any Excluded Property or any other asset or portion thereof, less selling expenses and secured indebtedness repaid or assumed in connection with the transaction, together with any other available amounts that the managing member determines to be economically equivalent to sale proceeds. The Liquidating Company will be dissolved and wound up on the earlier of any event requiring dissolution under Delaware law (including a judicial decree) and unanimous written consent of the members.

The foregoing summary is qualified in its entirety by reference to the LLC Agreement attached hereto as Exhibit 10.3, which is incorporated herein by reference.

Indemnification Agreement

Also on November 3, 2015, as required by the Merger Agreement, the Trust and the Liquidating Company entered into an Indemnification Agreement (the “Indemnification Agreement”) with IIT pursuant to which the Trust and the Liquidating Company, jointly and severally, agreed to indemnify and hold harmless IIT, its subsidiaries and their respective representatives against any and all claims, expenses, losses, damages, injury, penalties, settlement, award, obligation, taxes, interest or any other liabilities (“Losses”) relating to, arising from, or in connection with the Excluded Properties and the contribution and distribution transactions described above. In addition, pursuant to the Indemnification Agreement, the Trust and the Liquidating Company agreed to release IIT, its subsidiaries and their respective representatives from any Losses relating to, arising from, or in connection with the Excluded Properties and the contribution and distribution transactions described above.

The foregoing summary is qualified in its entirety by reference to the Indemnification Agreement attached hereto as Exhibit 10.4, which is incorporated herein by reference.

Trustee and Officer Indemnification Agreements

Also on November 3, 2015, in connection with the contribution of assets to the Trust by IIT, the Trust entered into separate indemnification agreements with each of the Trustees and each of Messrs. Thomas G. McGonagle, the Trust’s Chief Financial Officer and Joshua J. Widoff, the Trust’s Executive Vice President, Secretary & General Counsel. These indemnification agreements require the Trust to indemnify the Trustee or officer, to the maximum extent permitted by Maryland law, against all liabilities and expenses incurred in connection with any proceeding by reason of such person’s status as a Trustee or officer of the Trust, including in connection with any alleged breach of duty, neglect, error, misstatement, misleading statement, omission or act of the Trustee or officer in his capacity as such. In addition, these indemnification agreements require the Trust to advance to the Trustee or officer all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. In accordance with these agreements, the Trust must also indemnify and advance all expenses incurred by such Trustee or officer seeking to enforce his rights under the indemnification agreements. These indemnification agreements will continue in effect until the termination of the Trust.

The foregoing summary is qualified in its entirety by reference to the Form of Trustee and Officer Indemnification Agreement attached hereto as Exhibit 10.5, which is incorporated herein by reference.

Senior Secured Loan

On November 4, 2015, certain wholly owned subsidiaries of the Liquidating Company (the “Borrowers”) entered into a $120 million senior secured loan (the “Credit Facility”) with Wells Fargo Bank, National Association, as lender (the “Lender”) (the “Loan Agreement”). The Credit Facility is secured by (i) a first mortgage, deed of trust, deed to secure debt or other similar security instrument, each as applicable, on the Excluded Properties and any improvements thereto; (ii) a collateral assignment of all present and future leases and rents, including, without limitation, tenant security deposits; (iii) a collateral assignment of all reciprocal easement agreements, architectural and construction related contracts, permits, and licenses; and (iv) other customary security documentation as required by Lender. In addition, the Liquidating Company, which owns directly or indirectly 100% of each Borrower, has guaranteed the Borrowers’ obligations under the Loan Agreement.

At closing, the Borrowers borrowed $71.0 million under the Credit Facility to fund (i) certain fees and transaction expenses in connection with the consummation of the Merger and (ii) a special distribution in an aggregate amount equal to $65.5 million to the holders of the Liquidating Company’s ownership interests in connection with the Merger, including to the holders of the Special Units and to the Trust, which the Trust has distributed to its beneficiaries, as described above. From time to time after the Merger Effective Time, proceeds from the Credit Facility will be used to finance up to 100% of budgeted construction, debt service, leasing commissions, tenant improvement work and other operating and carrying costs on the properties owned by the Borrowers, and to fund general working capital, including, without limitation, advisory fees, management and development management fees.

The Credit Facility has an initial maturity date of November 3, 2017, with a one-year extension option, which may be exercised as long as there is no existing default, upon payment of a 0.25% extension fee and subject to certain other conditions.

The Credit Facility has a current stated interest rate of one-month LIBOR, updated monthly, plus a margin of 3.00%.

The Loan Agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Loan Agreement includes certain events of default including, but not limited to, the failure to make payments when due; breach of covenants, representations and warranties or guaranties; bankruptcy or insolvency; attachments; prohibited transfers; and changes in management or control. The occurrence of an event of default, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of the Borrowers under the Credit Facility to be immediately due and payable.

In connection with the Credit Facility, the Liquidating Company has provided an unconditional repayment guarantee pursuant to the terms of a Repayment Guaranty Agreement (the “Repayment Guaranty Agreement”) and a construction guaranty with respect to certain improvements on the properties owned by the Borrowers pursuant to the terms of Completion Guaranty Agreement (“Completion Guaranty Agreement”).

The foregoing description of the Loan Agreement, the Promissory Note, the Repayment Guaranty Agreement and Completion Guaranty Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, the Promissory Note, the Repayment Guaranty Agreement and the Completion Guaranty Agreement, copies of which are attached hereto as Exhibits 10.6, 10.7, 10.8 and 10.9, respectively, and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
10.1	Amended and Restated Agreement and Declaration of Trust, by and among Industrial Income Trust Inc., Dwight L. Merriman III, Marshall M. Burton and Stanley A. Moore, dated November 3, 2015
10.2	Management Services Agreement, by and among DC Liquidating Assets Holdco LLC, DC Industrial Liquidating Trust and DCG Liquidating Advisor LLC, dated November 3, 2015
10.3	Amended and Restated Limited Liability Company Agreement by and between DC Industrial Liquidating Trust and Industrial Income Advisors Group LLC, dated November 3, 2015
10.4	Indemnification Agreement, by and among the Trust, the Liquidating Company and IIT, dated November 3, 2015
10.5	Form of Trustee and Officer Indemnification Agreement
10.6	Construction Loan Agreement, by and among the Borrowers thereto and Wells Fargo Bank, National Association, dated November 4, 2015
10.7	Promissory Note made by the Borrowers party to the Construction Loan Agreement to Wells Fargo Bank, National Association, dated November 4, 2015
10.8	Repayment Guaranty Agreement, by DC Liquidating Assets Holdco LLC in favor of Wells Fargo Bank, National Association, dated November 4, 2015
10.9	Completion Guaranty Agreement, by DC Liquidating Assets Holdco LLC in favor of Wells Fargo Bank, National Association, dated November 4, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DC Industrial Liquidating Trust
Date: November 4, 2015	By:	/s/ Dwight L. Merriman III
		Name: Dwight L. Merriman III
		Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Exhibit Description
10.1	Amended and Restated Agreement and Declaration of Trust, by and among Industrial Income Trust Inc., Dwight L. Merriman III, Marshall M. Burton and Stanley A. Moore, dated November 3, 2015
10.2	Management Services Agreement, by and among DC Liquidating Assets Holdco LLC, DC Industrial Liquidating Trust and DCG Liquidating Advisor LLC, dated November 3, 2015
10.3	Amended and Restated Limited Liability Company Agreement by and between DC Industrial Liquidating Trust and Industrial Income Advisors Group LLC, dated November 3, 2015
10.4	Indemnification Agreement, by and among the Trust, the Liquidating Company and IIT, dated November 3, 2015
10.5	Form of Trustee and Officer Indemnification Agreement
10.6	Construction Loan Agreement, by and among the Borrowers thereto and Wells Fargo Bank, National Association, dated November 4, 2015
10.7	Promissory Note made by the Borrowers party to the Construction Loan Agreement to Wells Fargo Bank, National Association, dated November 4, 2015
10.8	Repayment Guaranty Agreement, by DC Liquidating Assets Holdco LLC in favor of Wells Fargo Bank, National Association, dated November 4, 2015
10.9	Completion Guaranty Agreement, by DC Liquidating Assets Holdco LLC in favor of Wells Fargo Bank, National Association, dated November 4, 2015

EX-10.1

EXHIBIT 10.1

DC INDUSTRIAL LIQUIDATING TRUST

AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is dated as of November 3, 2015 by and among Industrial Income Trust Inc., a Maryland corporation (the “Company”), and Dwight L. Merriman III, Marshall M. Burton and Stanley A. Moore (collectively, and including any successors thereto, the “Trustees”).

WHEREAS, the Company’s Board of Directors (the “Board”) and the Company’s stockholders have approved the merger (the “Merger”) of the Company with and into Western Logistics II LLC (“Merger Sub”), a Delaware limited liability company and wholly-owned subsidiary of Western Logistics LLC, a Delaware limited liability company (“Parent”), and the other transactions contemplated by the Agreement and Plan of Merger, dated July 28, 2015 by and among the Company, Parent, and Merger Sub (the “Merger Agreement”), which other transactions include a plan for the liquidation of the assets of Company not disposed of in the Merger in accordance with Maryland law (such plan of liquidation, the “Plan”);

WHEREAS, the Plan provides, among other things, that prior to consummation of the Merger, the Company will transfer its indirect ownership interests in the entities that own, directly or indirectly, the Retained Properties (as defined herein) to a limited liability company formed to complete the development, lease-up, sale and distribution of the proceeds of the sale of the Retained Properties;

WHEREAS, the Company has organized DC Liquidating Assets Holdco LLC, a Delaware limited liability company (“Holdco”), to serve as such limited liability company;

WHEREAS, Holdco has previously issued two classes of membership interests, consisting of (i) units of common membership interests (the “Holdco Common Units”) and (ii) units of special membership interest (“Holdco Special Units”), to its sole member, IIT Real Estate Holdco LLC, which distributed such membership interests to its sole member, Industrial Income Operating Partnership LP, which in turn distributed such membership interests to its partners, in a partnership division, as follows: 100% of the Holdco Common Units to the Company and 100% of the Holdco Special Units to the Company’s sponsor or its Affiliates, which units will entitle the Company’s sponsor or its Affiliates to receive 15% of all distributions of net sale proceeds (including distributions of loan proceeds) from sales of the Retained Properties;

WHEREAS, the Plan further provides, among other things, that prior to consummation of the Merger, the Company will transfer the Holdco Common Units to a liquidating trust for the benefit of the Company’s stockholders (such transfer, the “Grant”);

WHEREAS, the statutory trust (the “Trust”) created by the filing of a certificate of trust with the State Department of Assessments and Taxation of the State of Maryland under Section 12-204 of the Maryland Statutory Trust Act (the “Maryland Act”) is intended to be such liquidating trust, with the Trustees serving as the initial trustees;

1

WHEREAS, the Trustees made an initial Agreement and Declaration of Trust, adopted October 5, 2015 (the “Initial Liquidating Trust Agreement”);

WHEREAS, in connection with the Grant, the Trustees desire to amend and restate the Initial Liquidating Trust Agreement in order to provide for the liquidation of the Retained Properties; and

WHEREAS, following the Grant, the Trustees shall administer the Trust pursuant to the terms of this Agreement in order to liquidate the Retained Properties and, upon satisfaction of all related liabilities and obligations, to distribute the residue of the proceeds of the liquidation in accordance with the terms hereof.

NOW THEREFORE, in consideration of the premises and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

NAMES; DEFINITIONS; PRINCIPAL OFFICE; RESIDENT AGENT

1.1 Name. The Trust shall be known as “DC Industrial Liquidating Trust.”

1.2 Defined Terms. Terms used but not otherwise defined in this Agreement shall be defined as follows unless the context otherwise requires:

(a) “Affiliate” of any Person means any entity that controls, is controlled by, or is under common control with such Person. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

(b) “Advisor” means DC Liquidating Trust Advisor LLC.

(c) “Agreement” shall mean this instrument as originally executed or as it may from time to time be amended pursuant to the terms hereof.

(d) “Beneficial Interest” shall mean each Beneficiary’s proportionate share of the Trust Assets determined by the ratio of the number of Units held by such Beneficiary to the total number of Units held by all Beneficiaries.

(e) “Beneficiary” shall mean each holder of Units.

(f) “Grant Date” shall mean the date of this Agreement.

2

(g) “Holdco Assets” shall mean all the property (real, personal, tangible or intangible) held from time to time by Holdco, which shall consist of the Holdco Subsidiary Interests, any Retained Property owned directly by Holdco, and all dividends, distributions, rents, royalties, income, payments and recoveries of claims, proceeds and other receipts of, from, or attributable to such assets, less any of the foregoing utilized by Holdco to pay expenses of the Holdco, the Trust, or the Holdco Subsidiaries, satisfy Liabilities of Holdco, the Trust, or the Holdco Subsidiaries or to make distributions to the Trust and the Holdco Special Member.

(h) “Holdco LLC Agreement” means the amended and restated operating agreement of Holdco, as it may be amended from time to time.

(i) “Holdco Special Member” shall mean the holder of the Holdco Special Units.

(j) “Holdco Subsidiary” means any corporation, partnership, limited liability company, joint venture, business trust, real estate investment trust or other organization, whether incorporated or unincorporated, or other legal entity directly or indirectly owned by Holdco.

(k) “Holdco Subsidiary Interests” means the outstanding equity interests in any Holdco Subsidiary.

(l) “Independent Trustees” means Marshall M. Burton and Stanley A. Moore and any other individual who hereafter becomes a Trustee and who is not on the date of determination, and within the last two years from the date of determination has not been, directly or indirectly associated with the Holdco Special Member or the Advisor by virtue of (i) ownership of an interest in the Holdco Special Member, the Advisor or any of their Affiliates, (ii) employment by the Holdco Special Member, the Advisor or any of their Affiliates, (iii) service as an officer or director of the Holdco Special Member, the Advisor or any of their Affiliates, (iv) performance of services, other than as a Trustee, for the Company, the Trust, Holdco, or any of its Subsidiaries, (v) service as a director or trustee of more than three real estate investment trusts organized by or advised by any Affiliate of the Advisor, or (vi) maintenance of a material business or professional relationship with Holdco Special Member, the Advisor or any of their Affiliates. A business or professional relationship is considered “material” if the aggregate gross revenue derived by the Trustee from Holdco Special Member, the Advisor and their Affiliates exceeds five percent of either the Trustee’s annual gross revenue during either of the last two years or the Trustee’s net worth on a fair market value basis. An indirect association with Holdco Special Member or the Advisor shall include circumstances in which a Trustee’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in-law or brother- or sister-in-law is or has been associated with the Sponsor, the Advisor, any of their Affiliates or the Company.

(m) “Liabilities” shall mean all taxes, tax audits and any findings arising from, in connection with or relating thereto, liens, penalties, interest, costs and expenses, unsatisfied debts, damages, losses, claims, liabilities, commitments, suits and any other obligations, whether contingent or fixed or otherwise.

3

(n) “Person” shall mean an individual, a corporation, a partnership, an association, a joint stock company, a limited liability company, a trust, a joint venture, any unincorporated organization, or a government or political subdivision thereof.

(o) “Retained Property” shall mean each real property (including all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property) set forth on Schedule A hereto.

(p) “Shares” shall mean the shares of common stock, $0.01 par value per share, of the Company.

(q) “Stockholders” shall mean the holders of record of the outstanding Shares of the Company immediately prior to the effective time of the Merger, but before the redemption of the Special Company Partnership Units (as defined in the Merger Agreement) pursuant to Section 3.2 of the Merger Agreement.

(r) “Trust Assets” shall mean all the property (real, personal, tangible or intangible) held from time to time by the Trust and administered by the Trustees under this Agreement, which shall consist of the Holdco Common Units and all dividends, distributions, rents, royalties, income, payments and recoveries of claims, proceeds and other receipts of, from, or attributable to such assets, less any of the foregoing utilized by the Trustees to pay expenses of the Trust, satisfy Liabilities of the Trust or to make distributions to the Beneficiaries pursuant to the terms and conditions hereof.

(s) “Trust Subsidiary” means each of Holdco and each Holdco Subsidiary.

(t) “Units” shall have the meaning given to such term in Section 3.1(a).

1.3 Principal Office in State of Maryland; Resident Agent; Additional Offices. The principal office of the Trust in the State of Maryland shall be located at such place as the Trustees may designate. The address of the principal office of the Trust in the State of Maryland as of the Grant Date is c/o Corporation Service Company, 7 Saint Paul Street, Baltimore, Maryland 21202. The name and address of the resident agent of the Trust are Corporation Service Company, 7 Saint Paul Street, Baltimore, Maryland 21202. The resident agent is a Maryland corporation. The Trust may have additional offices, including a principal executive office, at such places as the Trustees may from time to time determine or the business of the Trust may require.

ARTICLE II

NATURE OF THE TRUST

2.1 Bill of Sale, Assignment, Acceptance and Assumption Agreement; Instruments of Further Assurance. On the Grant Date, prior to the effective time of the Merger, the Company and the Trust shall execute a Bill of Sale, Assignment, Acceptance and Assumption Agreement conveying the Holdco Common Units to the Trust, a copy of which is attached as Appendix A hereto (such conveyance, the “Grant”). The Company or its successor in the Merger will, upon

4

reasonable request of the Trustees, execute, acknowledge, and deliver such further instruments and do such further acts as may be necessary or proper to carry out effectively the purposes of this Agreement, to confirm or effectuate the transfer to the Trustees of any property intended to be covered hereby, and to vest in the Trustees and its successors and assigns, the estate, powers, instruments or funds in trust hereunder.

2.2 Purpose of Trust.

(a) The Trust is organized for the sole purpose of liquidating the Retained Properties and, in connection therewith, holding the Holdco Common Units, acting as the managing member of Holdco and causing Holdco and the Holdco Subsidiaries to own, develop, construct, operate, lease-up, finance, administer and realize the value of the Trust Assets and the Holdco Assets for the ultimate purpose of liquidating the Trust Assets and the Holdco Assets and distributing the net proceeds of the Trust Assets and the Holdco Assets to the Beneficiaries, with no objective to continue or engage in the conduct of a trade or business or cause Holdco or any Holdco Subsidiary to continue or engage in the conduct of a trade or business, except as necessary for the orderly liquidation of, and preservation or realization of the value of, the Trust Assets and the Holdco Assets.

(b) In connection with the foregoing, the Trustees will (i) take such actions as they deem necessary or appropriate to carry out the purpose of the Trust and facilitate such ownership, development, construction, operation, lease-up, financing, administration, realization and liquidation of the Trust Assets and the Holdco Assets, (ii) protect, conserve and manage the Trust Assets and the Holdco Assets in accordance with the terms and conditions hereof, and (iii) distribute the net proceeds of the Trust Assets and the Holdco Assets in accordance with the terms and conditions hereof.

(c) It is intended that, for federal, state and local income tax purposes, the Trust shall be treated as a liquidating trust under Treasury Regulation Section 301.7701-4(d) and any analogous provision of state or local law, and the Beneficiaries shall be treated as the owners of their respective share of the Trust pursuant to Sections 671 through 679 of the Internal Revenue Code of 1986, as amended (the “Code”) and any analogous provision of state or local law, and shall be taxed on their respective share of the Trust’s taxable income (including both ordinary income and capital gains) pursuant to Section 671 of the Code and any analogous provision of state or local law. The Trustees shall file all tax returns required to be filed with any governmental agency consistent with this position, including, but not limited to, any returns required of grantor trusts pursuant to Treasury Regulation Section 1.671-4(a).

2.3 No Reversion to the Company. In no event shall any part of the Trust Assets revert to or be distributed to the Company or its successor in the Merger.

2.4 Payment of Trustee Liabilities. If any Liability is asserted against any Trustee as a result of the Grant, the Trustees may use such part of the Trust Assets or the Holdco Assets as may be necessary in contesting any such Liability or in payment thereof, and in no event shall the Trustees, Beneficiaries, officers of the Trust or any subsidiary of the Trust, manager, Advisor or agents of the Trust be personally liable, nor shall resort be had to the private property of such Persons, in the event that the Trust Assets and the Holdco Assets are not sufficient to satisfy the Liabilities of the Trust.

5

2.5 Management of Subsidiaries.

(a) Subject to the terms of any agreements governing the management and operation of any Trust Subsidiary, including without limitation with respect to obligations of the directors, officers, managers, partners or members of any such entity to act in the best interests of the Trust Subsidiary and the equity holders, partners or members of such Trust Subsidiary, the Trustees shall take such actions with respect to the Trust’s direct or indirect interest in each Trust Subsidiary (whether in connection with the Trust’s position as direct or indirect equity owner, partner, member or manager, or as a director, officer, employee or agent of such Trust Subsidiary), and shall, subject to any obligations to any other equity owners, partners or members of a Trust Subsidiary, cause each Trust Subsidiary to take such actions, as are consistent with the purposes and provisions of the Trust and this Agreement.

(b) The Trustees shall, to the extent not done on or prior to the Grant Date, and to the extent deemed necessary or desirable by the Trustees, amend, or cause to be amended, the operating agreements and other governing documents of each Trust Subsidiary and take such other action to provide that the purpose of such entity is substantially the same as that set forth in Section 2.2, including no objective to continue or engage in the conduct of a trade or business (other than as necessary to realize or preserve the value of its assets) and the expeditious but orderly disposition and distribution of its assets; provided that it shall not be inconsistent with the provisions of this paragraph for any Trust Subsidiary to continue to engage in a trade or business following such time as the Trust has sold all of its interests in such Trust Subsidiary in furtherance of the Plan.

(c) The Trustees shall cause each Trust Subsidiary to distribute to the Trust and to such Trust Subsidiary’s other equity owners, partners or members, if any, in accordance with the governing documents of such Trust Subsidiary, on or before each distribution provided for in Section 5.6 and Section 5.7 such portion of its cash as is deemed necessary by the Trustees to make such distribution pursuant to Section 5.6 or Section 5.7.

(d) The Trustees may serve as partners, members, directors, officers, employees or agents of a Trust Subsidiary.

2.6 Management Services Agreement. Concurrently with the Grant, the Trust and Holdco will enter into a management services agreement with the Advisor to provide asset, development and development oversight and operating management services for the Retained Properties, to assist in the sale of such properties, and to provide administrative services to the Trust and the Trust Subsidiaries, on such terms and conditions as may be approved by the Trustees.

6

ARTICLE III

BENEFICIAL INTERESTS

3.1 Beneficial Interests.

(a) Pursuant to the Plan, immediately prior to the effective time of the Merger, but before the redemption of the Special Company Partnership Units (as defined in the Merger Agreement) pursuant to Section 3.2 of the Merger Agreement, the Company will distribute to each record owner of outstanding Shares one unit of Beneficial Interest (a “Unit”) in the Trust for each Share then held of record by such Stockholder. Following this distribution, each Beneficiary shall have a pro rata undivided beneficial interest in the Holdco Common Units and the other Trust Assets equal to the number of Units held by such Beneficiary divided by the total number of Units held by all Beneficiaries.

(b) The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustees shall maintain, or cause to be maintained, a record of the name and address of each Beneficiary and the aggregate number of Units held by such Beneficiary.

(c) If any conflicting claims or demands are made or asserted with respect to the ownership of any Units, or if there is any disagreement between the transferees, assignees, heirs, representatives or legatees succeeding to all or part of the interest of any Beneficiary resulting in adverse claims or demands being made in connection with such Units, then, in any of such events, the Trustees shall be entitled, at their sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustees may elect to make no payment or distribution with respect to such Units, or to make such payment to a court of competent jurisdiction or an escrow agent, and in so doing, the Trustees shall not be or become liable to any of such parties for its failure or refusal to comply with any of such conflicting claims or demands or to take any other action with respect thereto, nor shall the Trustees be liable for interest on any funds which it may so withhold. Notwithstanding anything to the contrary set forth in this Section 3.1(c), the Trustees shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustees shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustees a surety bond or other security satisfactory to the Trustees, as they shall deem appropriate, to fully indemnify them as between all conflicting claims or demands.

3.2 Rights of Beneficiaries. Each Beneficiary shall be entitled to participate in the rights and benefits due to a Beneficiary hereunder according to the Beneficiary’s Beneficial Interest. Each Beneficiary shall take and hold the same subject to all the terms and provisions of this Agreement. The interest of each Beneficiary hereunder is declared, and shall be in all respects, personal property and upon the death of an individual Beneficiary, the Beneficiary’s Beneficial Interest shall pass as personal property to the Beneficiary’s legal representative and

7

such death shall in no way terminate or affect the validity of this Agreement. A Beneficiary shall have no title to, right to, possession of, management of, or control of, any of the Trust Assets except the right to receive distributions of the net proceeds thereof as, when, and if made as expressly provided herein. No widower, widow, heir or devisee of any person who may be a Beneficiary shall have any right of dower, homestead, or inheritance, or of partition, or of any other right, statutory or otherwise, in any of the Trust Assets.

3.3 Limitations on Transfer. THE BENEFICIAL INTEREST OF A BENEFICIARY MAY NOT BE TRANSFERRED OTHER THAN BY WILL, INTESTATE SUCCESSION OR OPERATION OF LAW; provided that a Beneficiary shall be allowed to assign or transfer a Beneficial Interest held by a tax-qualified employee retirement plan or account (including a regular IRA, a Keogh plan or a 401(k) plan) to the plan participant or account owner, but only if and to the extent that (x) a distribution from the plan or account is required to be made in order to satisfy the required minimum distribution (“RMD”) provisions applicable to such plan or account, and (y) such RMD requirements cannot be satisfied by distributing other assets from such plan or account, or from other accounts of such account owner; and further provided, that the executor or administrator of the estate of a Beneficiary may mortgage, pledge, grant a security interest in, hypothecate or otherwise encumber, the Beneficial Interest held by the estate of such Beneficiary if necessary in order to borrow money to pay estate, succession or inheritance taxes or the expenses of administering the estate of the Beneficiary, upon written notice to and upon written consent of the Trustees, which consent may be withheld in the Trustees’ sole discretion. Furthermore, except as may be otherwise required by law, the Beneficial Interests of the Beneficiaries hereunder shall not be subject to attachment, execution, sequestration or any order of a court, nor shall such interests be subject to the contracts, debts, obligations, engagements or liabilities of any Beneficiary. The interest of a Beneficiary shall be paid by the Trustees to the Beneficiary free and clear of all assignments, attachments, anticipations, levies, executions, decrees and sequestrations and shall become the property of the Beneficiary only when actually received by such Beneficiary.

3.4 Trustees as Beneficiary. The Trustees, either individually or in a representative or fiduciary capacity, may be a Beneficiary to the same extent as if they were not the Trustees hereunder and shall have all rights of a Beneficiary, including, without limitation, the right to vote and to receive distributions, to the same extent as if they were not the Trustees hereunder.

ARTICLE IV

DURATION AND TERMINATION OF THE TRUST

4.1 Duration. The existence of the Trust shall terminate upon the earliest of (1) the liquidation and distribution of the net proceeds of all of the Trust Assets and Holdco Assets as provided in Section 5.7, or (2) the expiration of a period of three years from the Grant Date. Notwithstanding the foregoing, the Trustees may continue the existence of the Trust beyond the three-year term if the Trustees reasonably determine that an extension is necessary to fulfill the purposes of the Trust, provided that the Trustees have requested and obtained additional no-action assurance from the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding relief from registration and reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) prior to any such extension.

8

4.2 Other Obligations of Trustees upon Termination. Upon termination of the Trust, the Trustees shall provide for the retention of the books, records, lists of holders of Units, and files which shall have been delivered to or created by the Trustees, the Advisor, or their respective agents. At the Trustees’ discretion, all of such records and documents may be destroyed at any time after six years following the final distribution with respect to the Holdco Assets. Except as otherwise specifically provided herein, upon the final distribution with respect to the Holdco Assets, the Trustees shall have no further duties or obligations hereunder; provided, that the Trustees shall execute and deliver such other instruments and agreements as shall be reasonably necessary to effect the termination of the Trust.

ARTICLE V

ADMINISTRATION OF TRUST ASSETS

5.1 Sale of Holdco Assets and Trust Assets. Subject to the terms and conditions of this Agreement and the Holdco LLC Agreement, the Trustees shall cause Holdco and the Holdco Subsidiaries to continue the development and lease-up of the Retained Properties with the objective of realizing the value of the Retained Properties for the benefit of the members of Holdco and the Beneficiaries. Subject to the terms and conditions of this Agreement and the Holdco LLC Agreement, the Trustees may, and may cause the Trust, in its capacity as managing member of Holdco to, at such times as they deem appropriate, in their discretion, collect, liquidate, reduce to cash, transfer, assign, or otherwise dispose of all or any part of the Holdco Assets or the Trust Assets as they deem appropriate at public auction or at private sale for cash, securities or other property, or upon credit (either secured or unsecured as the Trustee shall determine). The Trustees shall make continuing efforts to dispose of the Holdco Assets and the Trust Assets, make timely distributions and not unduly prolong the duration of the Trust.

5.2 Efforts to Resolve Claims and Liabilities. Subject to the terms and conditions of this Agreement, the Trustees shall make appropriate efforts to resolve any contingent or unliquidated claims and outstanding contingent Liabilities for which the Trust or any Trust Subsidiary may be responsible, administer and dispose of the Holdco Assets and the Trust Assets as contemplated in the Holdco LLC Agreement and this Agreement, make timely distributions to the members of Holdco and the Beneficiaries, and not unduly prolong the duration of the Trust.

5.3 Continued Collection of Trust Assets. All property that is determined to be a part of the Trust Assets shall continue to be collected by the Trustees and held as a part of the Trust. The Trustees shall hold the Trust Assets without being obligated to provide for or pay any interest thereon to any Beneficiary, except to the extent of such Beneficiary’s share of interest actually earned by the Trust after payment of the Trust’s liabilities and expenses as provided in Section 5.5.

9

5.4 Restriction on Trust Assets. The Trust shall not receive, or permit any Trust Subsidiary to receive, transfers of, and shall cause to be distributed, any assets prohibited by Revenue Procedure 82-58, 1982-2 C.B. 847 (as amplified by Revenue Procedure 91-15, 1991-1 C.B. 484), as the same may be further amended, supplemented, or modified, including, but not limited to, any listed stocks or securities, any readily-marketable assets, any operating assets of a going business, any unlisted stock of a single issuer that represents 80% or more of the stock of such issuer, or any general or limited partnership interest, it being understood that the interests in the Trust Subsidiaries do not constitute any such assets. The Trustees shall not retain cash in excess of a reasonable amount to meet expenses and Liabilities of the Trust and the Trust Assets.

5.5 Payment of Expenses and Liabilities. The Trustees shall pay from the Trust Assets all expenses and Liabilities of the Trust and of the Trust Assets, including, but not limited to, interest, penalties, taxes, assessments, and public charges of any kind or nature and the costs, charges, and expenses connected with or growing out of the execution or administration of the Trust and such other payments and disbursements as are provided in this Agreement or which may be determined to be a proper charge against the Trust Assets by the Trustees.

5.6 Interim Distributions. At such times as may be determined in their sole discretion, the Trustees shall cause Holdco to distribute to its members, and upon receipt of the Trust’s share of such distribution (as the holder of the Holdco Common Units), the Trustees shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Units held by each Beneficiary on the record date for such distribution as determined by the Trustees in their sole discretion, such cash or other property comprising a portion the Trust Assets as the Trustees may in their sole discretion determine may be distributed.

5.7 Final Distribution. If the Trustees determine that the Liabilities and all other claims, expenses, charges, and obligations of the Trust and the Trust Subsidiaries have been paid or discharged, and all Trust Assets have been liquidated, the Trustees shall, as expeditiously as is consistent with the conservation and protection of the Holdco Assets and the Trust Assets, cause Holdco to distribute to its members the remaining Holdco Assets, if any, and upon receipt of the Trust’s share of such distribution (as the holder of the Holdco Common Units), distribute such share to the Beneficiaries in proportion to the number of Units held by each Beneficiary.

5.8 Reports to Beneficiaries.

(a) As soon as practicable after the Grant Date, the Trustees will mail to each Beneficiary a notice indicating how many Units such person beneficially owns and the Trustees’ addresses and other contact information.

(b) As soon as practicable after the end of each fiscal year of the Trust on a timeline as though the Trust were a non-accelerated filer of reports under the Securities Exchange Act of 1934, the Trust shall file an annual report on Form 10-K with the Commission showing the assets and liabilities of the Trust at the end of the applicable calendar year and the receipts and disbursements of the Trust for such period covered by the report. The annual report also will describe the changes in the assets of the Trust and the actions taken by the Trustees during such period covered by the report. The financial statements contained within such annual report need not be audited but will be prepared on a liquidation basis in accordance with

10

generally accepted accounting principles. The Trust also will file interim reports on Form 8-K with the Commission whenever an event occurs for which a Form 8-K is required to be filed for the Trust or whenever, in the opinion of the Trustees, in their discretion, any other material event relating to the Trust or its assets has occurred.

(c) The tax year and the fiscal year of the Trust shall end on December 31 of each year.

5.9 Federal Income Tax Information. As soon as practicable after the close of each tax year, the Trustees shall mail to each Person who was a Beneficiary during such year, a statement showing, on a per Unit basis, the information necessary to enable a Beneficiary to determine its taxable income (if any) from the Trust as determined for federal income tax purposes. In addition, after receipt of a request in good faith, the Trustees shall furnish to any Person who has been a Beneficiary at any time during the preceding year, at the expense of such Person and at no cost to the Trust, a statement containing such further tax information as is reasonably available to the Trustees and reasonably requested by such Person.

5.10 Books and Records. The Trustees shall maintain in respect of the Trust and the holders of Units books and records relating to the Trust Assets and the income and liabilities of the Trust in such detail and for such period of time as may be necessary to enable it to make full and proper accounting in respect thereof in accordance with this Article V and to comply with applicable law. Such books and records shall be maintained on a basis or bases of accounting necessary to facilitate compliance with the tax reporting requirements of the Trust and the reporting obligations of the Trustees under Section 5.8. Nothing in this Agreement requires the Trustees to file any accounting or seek approval of any court with respect to the administration of the Trust or as a condition for making any payment or distribution out of the Trust Assets. Beneficiaries and their agents shall be entitled, upon 30 days’ prior written notice delivered to the Trustees, to inspect and copy (at their own expense) during normal business hours the following (and only the following) documents, solely to the extent that such documents are not publicly available on the website of the Commission: (i) this Agreement and all amendments hereto; (ii) minutes of the proceedings (if any) of the Beneficiaries; (iii) an annual statement of affairs (which may be the annual report contemplated by Section 5.8(a)); and (iv) any voting trust agreements on file at the Trust’s principal office; provided that, if so requested, such Beneficiaries shall have entered into a confidentiality agreement satisfactory in form and substance to the Trustees

5.11 Appointment of Agents, etc.

(a) The Trustees shall be responsible for the general policies of the Trust and for the general supervision of the activities of the Trust and Trust Subsidiaries conducted by all agents, officers, employees, advisors or managers of the Trust or any of the Trust Subsidiaries. The Trustees shall have the power to appoint, employ or contract with any Person or Persons as the Trustees may deem necessary or proper for the transaction of all or any portion of the activities of the Trust, including appointment of officers of the Trust and the Trust Subsidiaries and the retention of the Advisor under a management services agreement, as contemplated by Section 2.6. For purposes of this Agreement, the Advisor shall be deemed to be an agent of the Trust.

11

(b) The Trustees shall have the power to determine the terms and compensation of any Person with whom it may contract pursuant to Section 5.11(a).

(c) The Trustees shall not be required to administer the Trust as their sole and exclusive function and the Trustees may have other business interests and may engage in other activities similar or in addition to those relating to the Trust, including in competitive business interests, including the rendering of advice or services of any kind to investors or any other Persons and the management of other investments, subject to the Trustees’ obligations under this Agreement and applicable law.

ARTICLE VI

BOARD OF TRUSTEES

6.1 Board of Trustees. The Trust and its affairs shall be governed, managed and administered by a Board of Trustees. References in this Agreement to the “Trustees” shall constitute references to the Board of Trustees acting as described in this Article VI, unless the context otherwise requires.

6.2 Number and Qualification of Trustees.

(a) Subject to the provisions of Section 6.3 relating to the period pending the appointment of a successor Trustee, there shall be three Trustees of this Trust comprising the Board of Trustees, who shall be citizens and residents of, or a corporation or other entity which is incorporated or formed under the laws of, a state of the United States and, if a corporation, it shall be authorized to act as a corporate fiduciary under the laws of the State of Maryland or such other jurisdiction as shall be determined by the Trustee in its sole discretion. The number of Trustees may be increased or decreased from time to time by the Trustees, provided that there shall never be fewer than one Trustee.

(b) If a corporate Trustee shall ever change its name, or shall reorganize or reincorporate, or shall merge with or into or consolidate with any other bank or trust company, such corporate trustee shall be deemed to be a continuing entity and shall continue to act as a trustee hereunder with the same liabilities, duties, powers, titles, discretions, and privileges as are herein specified for a Trustee.

(c) A majority of the Trustees shall be Independent Trustees; provided that, if one or more Independent Trustees shall resign or be removed, and pending the filling of the vacancy or vacancies created by such resignation or removal less than a majority of the Trustees are Independent Trustees, the failure of a majority of the Trustees to be Independent Trustees shall not affect the validity of any action taken by the Trustees.

12

6.3 Resignation and Removal. Any Trustee may resign and be discharged from the Trust by giving written notice to the other Trustees. Such resignation shall become effective on the date specified in such notice. Any Trustee may be removed at any time, with or without cause, by Beneficiaries holding in the aggregate more than two-thirds of the total Units held by all Beneficiaries at a meeting of the Beneficiaries duly called for such purpose.

6.4 Appointment of Successor. If at any time a Trustee resigns or is removed, dies, becomes mentally incompetent or physically incapable of performing such Trustee’s responsibilities hereunder (as determined by the other Trustees), or is adjudged bankrupt or insolvent, unless the remaining Trustees (if any) shall decrease the number of Trustees comprising the Board of Trustees pursuant to Section 6.2 hereof, or in the event the number of Trustees comprising the Board of Trustees shall be increased pursuant to Section 6.2 hereof, a vacancy shall be deemed to exist and a successor shall be appointed by action of a majority of the remaining Trustees (if any). If (i) such a vacancy is not filled by the remaining Trustees within ninety (90) days, and the remaining Trustees, if any, have notified the Beneficiaries of their inability to fill such vacancy or (ii) there is no remaining Trustee then, the Beneficiaries may, pursuant to Article XII hereof, call a meeting to appoint a successor Trustee or successor Trustees. At such meeting, holders of a majority of the outstanding Units shall constitute a quorum and a successor Trustee or successor Trustees shall be appointed by Beneficiaries holding Units representing a majority of the total Units present at the meeting, in person or by proxy, with each Unit being entitled to be voted with respect to each vacancy to be filled at such meeting. Pending the appointment of a successor Trustee, the remaining Trustee or Trustees then serving may continue to take all actions that may be taken by the Trustees hereunder.

6.5 Acceptance of Appointment by Successor Trustee. Any successor Trustee appointed hereunder shall execute an instrument accepting such appointment hereunder and shall file one counterpart with the books and records of the Trust and, in case of a resignation, deliver one counterpart to the resigning Trustee. Thereupon such successor Trustee shall, without any further act, become vested with all the estates, properties, rights, powers, trusts, and duties of its predecessor in the Trust hereunder with like effect as if originally named therein.

6.6 Required Approval for Action by Trustees. At any time there is more than one Trustee, all action required or permitted to be taken by the Trustees, in their capacity as Trustees, shall be taken by approval, consent, vote or resolution, including by written consent, authorized by at least a majority of the Trustees.

6.7 Compensation; Expense Reimbursement. The Independent Trustees shall be entitled to receive compensation for their services as Trustees comparable to that paid by the Company to its independent directors prior to the Merger, consisting of reasonable meeting fees or quarterly or annual retainer fees or a combination of such fees, as determined by the Trustees. Each Trustee shall be reimbursed from the Trust Assets or the Holdco Assets for all expenses reasonably incurred, and appropriately documented, by such Trustee in the performance of that Trustee’s duties in accordance with this Agreement.

13

ARTICLE VII

POWERS OF AND LIMITATIONS ON THE TRUSTEES

7.1 Limitations on Trustees. The Trustees shall not cause the Trust, and shall not cause any Trust Subsidiary, to enter into or engage in any trade or business except as necessary to carry out the purposes of the Trust. In no event shall the Trustees take any action which would jeopardize the status of the Trust as a “liquidating trust” for federal, state or local income tax purposes within the meaning of Treasury Regulation Section 301.7701-4(d) and any analogous provision of state or local law. The Trustees shall not invest any of the cash held as Trust Assets in securities of any other Person, except that the Trustees may invest in (i) direct obligations of the United States of America or obligations of any agency or instrumentality thereof which mature not later than one year from the date of acquisition thereof, (ii) money market deposit accounts, checking accounts, savings accounts, or certificates of deposit, or other time deposit accounts which mature not later than one year from the date of acquisition thereof which are issued by a commercial bank or savings institution organized under the laws of the United States of America or any state thereof, or (iii) other temporary investments not inconsistent with the Trust’s status as a liquidating trust for tax purposes.

7.2 Specific Powers of Trustees. Subject to the provisions of the terms and conditions of this Agreement, the Trustees shall have the following specific powers in addition to any and all powers conferred upon them by any other Section or provision of this Agreement or any laws of the State of Maryland; provided that the enumeration of the following powers shall not be considered in any way to limit or control the power of the Trustees to act as specifically authorized by any other Section or provision of this Agreement and to act in such a manner as the Trustees may deem necessary or appropriate to conserve and protect the Trust Assets and the Holdco Assets or to confer on the Beneficiaries the benefits intended to be conferred upon them by this Agreement:

(a) to determine the nature and amount of the consideration to be received with respect to the lease, sale or other disposition of, or the grant of interest in, the Trust Assets and/or the Holdco Assets;

(b) to collect, liquidate, finance or refinance or otherwise convert into cash, or such other property as it deems appropriate, all property, assets and rights in the Trust Assets and/or the Holdco Assets, and to pay, discharge, and satisfy all other claims, expenses, charges, Liabilities and obligations existing with respect to the Trust Assets, the Holdco Assets, the Trust or the Trustees;

(c) to elect, appoint, engage, retain or employ any Persons as officers, agents, representatives, employees or independent contractors (including without limitation real estate advisors, investment advisors, accountants, transfer agents, attorneys-at-law, managers, appraisers, brokers, or otherwise) in one or more capacities, and to pay reasonable compensation from the Trust Assets or the Holdco Assets for services in as many capacities as such Person may be so elected, appointed, engaged, employed or retained, to prescribe the titles, powers and duties, terms of service and other terms and conditions of the election, appointment, engagement, employment or retention of such Persons and, except as prohibited by law, to delegate any of the powers and duties of the Trustees to officers, agents, representatives, independent contractors, employees or other Persons, including, without limitation, the retention of Advisor and its

14

affiliates to provide various services to the Trust and the Subsidiaries owned by it consistent with the types of services and compensation terms previously applicable to the Company prior to the formation of the Trust, plus a disposition fee with respect to the sale or other disposition of the Trust Assets and/or the Holdco Assets;

(d) to retain and set aside such funds out of the Trust Assets or the Holdco Assets as the Trustees shall deem necessary or expedient to pay, or provide for the payment of (i) unpaid claims, expenses, charges, Liabilities and obligations of the Trust or any Trust Subsidiary; and (ii) the expenses of administering the Trust Assets;

(e) to do and perform any and all acts necessary or appropriate for the conservation, protection and realization of value of the Trust Assets and the Holdco Assets, including acts or things necessary or appropriate to maintain the Trust Assets and the Holdco Assets held by the Trustees pending sale or disposition thereof or distribution thereof to the Beneficiaries;

(f) to institute, defend, settle or otherwise resolve actions, judgments or claims for declaratory relief or other actions, judgments or claims and to take such other action, in the name of the Trust or any Subsidiary owned by it or as otherwise required, as the Trustees may deem necessary or desirable to enforce any instruments, contracts, agreements, causes of action, or rights relating to or forming a part of the Trust Assets or the Holdco Assets;

(g) to determine conclusively from time to time the value of and to revalue the securities and other property of the Trust, in accordance with independent appraisals or other information as it deems necessary or appropriate;

(h) to cancel, terminate or amend any instruments, contracts, agreements, obligations, or causes of action relating to or forming a part of the Trust Assets or the Holdco Assets, and to execute new instruments, contracts, agreements, obligations or causes of action notwithstanding that the terms of any such instruments, contracts, agreements, obligations, or causes of action may extend beyond the terms of the Trust;

(i) in the event any of the property which is or may become a part of the Trust Assets or the Holdco Assets is situated in any state or other jurisdiction in which the Trustees are not qualified to act as Trustees, to nominate and appoint an individual or corporate trustee qualified to act in such state or other jurisdiction in connection with the property situated in that state or other jurisdiction as a trustee of such property and require from such trustee such security, if any, as may be designated by the Trustees, which, in the sole discretion of the Trustees may be paid out of the Trust Assets or the Holdco Assets. The trustee so appointed shall have all the rights, powers, privileges and duties and shall be subject to the conditions and limitations of the Trust, except as limited by the Trustees and except where the same may be modified by the laws of such state or other jurisdiction (in which case, the laws of the state or other jurisdiction in which such trustee is acting shall prevail to the extent necessary). Such trustee shall be answerable to the Trustees herein appointed for all monies, assets and other property which may be received by it in connection with the administration of such property. The Trustees hereunder may remove such trustee, with or without cause, and appoint a successor trustee at any time by the execution by the Trustees of a written instrument declaring such trustee removed from office, and specifying the effective date of removal;

15

(j) to cause any investments of any part of the Trust Assets or the Holdco Assets to be registered and held in its name or in the names of a nominee or nominees without increase or decrease of liability with respect thereto;

(k) to (i) terminate and dissolve any entities owned by the Trust or any Trust Subsidiary and (ii) form any new entities to be owned by the Trust or any Trust Subsidiary, provided that the interests in any such newly formed entities would not constitute assets prohibited by Revenue Procedure 82-58, 1982-2 C.B. 847 (as amplified by Revenue Procedure 91-15, 1991-1 C.B. 484), as the same may be further amended, supplemented, or modified;

(l) to perform any act authorized, permitted, or required under any instrument, contract, agreement, right, obligation, or cause of action relating to or forming a part of the Trust Assets or the Holdco Assets whether in the nature of an approval, consent, demand, or notice thereunder or otherwise, unless such act would require the consent of the Beneficiaries in accordance with the express provisions of this Agreement; and

(m) adopt By-laws not inconsistent with this Agreement providing for the conduct of the business of the Trust and to amend and repeal them.

7.3 Conflicts of Interest.

(a) Whenever a conflict of interest exists or arises between any Trustee or any of such Trustee’s Affiliates, on the one hand, and the Trust, on the other hand (a “Conflict of Interest”), any decisions or actions taken by the Trustees with respect to such Conflict of Interest (i) shall be taken only by the Independent Trustees and (ii) shall not include the conflicted Trustee. Any agreements or arrangements concerning a Conflict of Interest shall be on terms no less favorable to the Trust than those available to the Trust in similar agreements or arrangements with unaffiliated third parties.

(b) Whenever a Conflict of Interest arises or whenever this Agreement or any other agreement contemplated herein provides that the Trustees shall act in a manner that is, or provide terms that are, fair and reasonable to the Trust, any Beneficiaries or any other Person, the Trustees making such decision or taking such action shall resolve such Conflict of Interest, take such action or provide such terms, considering in each case the relative interest of each party (including their own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices and any applicable generally accepted accounting practices or principles.

(c) Rights of Trustees, Employees, Independent Contractors and Agents to Own Units or Other Property and to Engage in Other Business. Any Trustee, officer, employee, independent contractor or agent of the Trust, including the Advisor, may own, hold and dispose of Units for its individual account, and may exercise all rights thereof and thereunder to the same

16

extent and in the same manner as if it were not a Trustee, officer, employee, independent contractor or agent of the Trust. Any Trustee, officer, employee, independent contractor or agent of the Trust, including the Advisor, may, in its personal capacity or in the capacity of trustee, manager, officer, director, shareholder, partner, member, advisor, employee of any Person or otherwise, have business interests and holdings similar to or in addition to those relating to the Trust, including business interests and holdings that are competitive with the Trust. Any Trustee, officer, employee, independent contractor or agent of the Trust, including the Advisor, may be a trustee, manager, officer, director, shareholder, partner, member, advisor, employee or independent contractor of, or otherwise have a direct or indirect interest in, any Person who may be engaged to render advice or services to the Trust, and may receive compensation from such Person as well as compensation as Trustee, employee, independent contractor or agent, including as manager or Advisor, or otherwise hereunder so long as such interest is disclosed to the Trustees. None of these activities in and of themselves shall be deemed to conflict with its duties as Trustee, officer, employee, independent contractor or agent of the Trust, including as Advisor. The doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Trustees or officers or other agents of the Trust or the Trust Subsidiaries, including the Advisor. No Trustee or officer who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall have any duty to communicate or offer such opportunity to the Trust, and such Trustee shall not be liable to the Trust or to the Beneficiaries for breach of any fiduciary or other duty by reason of the fact that such Trustee pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Beneficiary shall have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Trustee may engage or be interested in any financial or other transaction with the Beneficiaries or any Affiliate of the Trust or the Beneficiaries, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Trust or the Beneficiaries or their Affiliates.

ARTICLE VIII

DUTIES AND LIABILITIES OF THE TRUSTEES, BENEFICIARIES AND AGENTS; INDEMNIFICATION

8.1 Generally. The Trustees accept and undertake to discharge the Trust, upon the terms and conditions hereof, on behalf of the Beneficiaries. Each Trustee shall exercise such rights and powers vested in the Trustees by this Agreement in good faith, and use the same degree of care and skill in his, her, or its exercise as a prudent man or woman would exercise or use under the circumstances in the conduct of his or her own affairs, and no Trustee shall have or be deemed to have any fiduciary or other duty to the Trust, any Beneficiary, any Trustee or any other Person, except for such duties as are expressly provided by this Agreement. The provisions of this Agreement, to the extent that they restrict or otherwise limit the duties and liabilities of the Trustees otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Trustees. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of trustees or officers of a

17

Maryland statutory trust, no present or former Trustee or officer or other agent of the Trust or of any Trust Subsidiary, including the Advisor, shall be subject to any personal liability whatsoever in tort, contract or otherwise, to the Trust, any Beneficiary or any other Person. Neither the amendment nor repeal of this Section 8.1, nor the adoption or amendment of any other provision of this Agreement inconsistent with this Section 8.1, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. In addition, notwithstanding the foregoing:

(a) no successor Trustee shall be responsible for the acts or omissions of a Trustee in office prior to the date on which such successor becomes a Trustee;

(b) the Trustees shall not be required to perform any duties or obligations except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustees;

(c) in the absence of bad faith on the part of the Trustees, the Trustees may conclusively rely, as to the truth, accuracy and completeness thereof, on the statements and certificates or opinions furnished to the Trustees and conforming to the requirements of this Agreement;

(d) no Trustee shall be liable for any act which such Trustee may do or omit to do hereunder, or for any mistake of fact or law, or for any error of judgment, or for the misconduct of any employee, agent, representative or attorney appointed by the Trustees, or for anything that it may do or refrain from doing in connection with this Agreement while acting in good faith; and

(e) no Trustee shall be liable with respect to any action taken or omitted to be taken by such Trustee in accordance with (i) a written opinion of legal counsel addressed to the Trustees or (ii) the direction of Beneficiaries having aggregate Beneficial Interests of at least a majority of all Beneficial Interests relating to the exercise by the Trustees of any trust or power conferred upon the Trustees under this Agreement.

8.2 Reliance by Trustees.

(a) The Trustees may consult with legal counsel, auditors or other experts to be selected by them and the advice or opinion of such counsel, auditors, or other experts shall be full and complete personal protection to the Trustees and agents of the Trust in respect of any action taken or suffered by the Trustees in good faith and in the reliance on, or in accordance with, such advice or opinion.

(b) Persons dealing with the Trustees shall look only to the Trust Assets to satisfy any liability incurred by the Trustees to such Person in carrying out the terms of the Trust, and the Trustees shall have no personal or individual obligation to satisfy any such liability.

18

(c) As far as reasonably practicable, the Trustees shall cause any written instrument creating an obligation of the Trust to include a reference to this Agreement and to provide that neither the Beneficiaries, the Trustees nor their agents shall be liable thereunder, and that the other parties to such instrument shall look solely to the Trust Assets for the payment of any claim thereunder or the performance thereof; provided that the omission of such provision from any such instrument shall not render the Beneficiaries, the Trustees or their agents liable, nor shall the Trustees be liable to anyone for such omission.

8.3 Limitation on Liability to Third Persons. No Beneficiary shall be subject to any personal liability whatsoever, in tort, contract, or otherwise, to any Person in connection with the Trust Assets, the Holdco Assets or the affairs of the Trust. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of trustees or officers of a Maryland statutory trust, no present or former Trustee or officer or other agent of the Trust or of any Trust Subsidiary, including the Advisor, shall be subject to any personal liability whatsoever in tort, contract or otherwise, to the Trust, any Beneficiary or any other Person. All Persons shall look solely to the Trust Assets for satisfaction of claims of any nature arising in connection with the affairs of the Trust. The Trustees shall, at all times, at the expense of the Trust, maintain insurance for the protection of the Trust Assets, its Beneficiaries, the Trustees and agents in such amount as the Trustees shall deem adequate, in the exercise of their discretion, to cover all foreseeable liability to the extent available at reasonable rates. Neither the amendment nor repeal of this Section 8.3, nor the adoption or amendment of any other provision of this Agreement inconsistent with this Section 8.3, shall apply to or affect in any respect the applicability of the preceding sentences with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

8.4 Recitals. Any written instrument creating an obligation of the Trust shall be conclusively taken to have been executed or done by a Trustee or agent of the Trust only in its capacity as Trustee under this Agreement, or in its capacity as an agent of the Trust.

8.5 Indemnification. The Trustees and each Person appointed or employed by the Trustees pursuant to Section 5.11, including the Advisor, and the directors, officers, employees, managers and agents of each Trustee (each such person an “Indemnified Person” and collectively the “Indemnified Persons”), shall, to the fullest extent permitted by law, be indemnified out of the Trust Assets and the Holdco Assets against all claims, actions, liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by the Indemnified Persons in connection with the defense or disposition of any action, suit or other proceeding by the Trust, the Advisor or any other Person, whether civil or criminal, in which the Indemnified Person may be involved or with which the Indemnified Person may be threatened: (i) in the case of a Trustee or a Person appointed by the Trustees pursuant to Section 5.11, including the Advisor, while in office or thereafter, by reason of his being or having been such a Trustee, Advisor, employee or agent including, without limitation, in connection with or arising out of any action, suit or other proceeding based on any alleged breach of duty, neglect, error, misstatement, misleading statement, omission or act of any such Trustee, Advisor, or Person in such capacity: and (ii) in the case of any director, officer, employee, manager or agent of any such Person, by reason of any such Person exercising or

19

failing to exercise any right or power hereunder. The rights accruing to any Indemnified Person under these provisions shall not exclude any other right to which the Indemnified Person may be lawfully entitled; provided that no Indemnified Person may satisfy any right of indemnity or reimbursement granted herein, or to which the Indemnified Person may be otherwise entitled, except out of the Trust Assets and the Holdco Assets, and no Beneficiary shall be personally liable to any person with respect to any claim for indemnity or reimbursement or otherwise. The Trustees may make advance payments in connection with indemnification under this Section 8.5, provided that the Indemnified Person shall have given a written undertaking to repay any amount advanced to the Indemnified Person and to reimburse the Trust in the event that it is subsequently determined that the Indemnified Person is not entitled to such indemnification. The Trustees shall cause the Trust to purchase such insurance as they believe, in the exercise of their discretion, adequately insures that each Indemnified Person shall be indemnified against any such claims, actions, liabilities and expenses pursuant to this Section 8.5. Nothing contained herein shall restrict the right of the Trustees to indemnify or reimburse such Indemnified Person in any proper case, even though not specifically provided for herein, nor shall anything contained herein restrict the right of any such Indemnified Person to contribution under applicable law.

8.6 Reliance on Statements by Trustees. Any Person dealing with the Trustees shall be fully protected in relying upon the Trustees’ certificate, signed by any one or more of the Trustees, with respect to the authority that one or more Trustees, or any officer or agent of the Trust, has to take any action with respect to the Trust. Any Person dealing with the Trustees shall be fully protected in relying upon the Trustees’ certificate setting forth the facts concerning any action taken by the Trustees pursuant to this Agreement.

ARTICLE IX

CERTAIN MATTERS CONCERNING THE BENEFICIARIES

9.1 Evidence of Action by Beneficiaries. Whenever in this Agreement it is provided that the Beneficiaries may take any action (including the making of any demand or request, the giving of any notice, consent, or waiver, the removal of a Trustee, the appointment of a successor Trustee, or the taking of any other action), the fact that at the time of taking any such action such Beneficiaries have joined therein may be evidenced: (i) by any instrument or any number of instruments of similar tenor executed by the Beneficiaries in person or by proxy, agent or attorney appointed in writing; or (ii) by the record of the Beneficiaries voting in person or by proxy in favor thereof at any meeting of Beneficiaries duly called and held in accordance with the provisions of Article X.

9.2 Limitation on Suits by Beneficiaries. No Beneficiary shall have any right by virtue of any provision of this Agreement to institute any action or proceeding at law or in equity against any party other than the Trustees upon or under or with respect to the Trust Assets or the Holdco Assets or the agreements relating to or forming part of the Trust Assets or the Holdco Assets, and the Beneficiaries (by their acceptance of any distribution made to them pursuant to this Agreement) waive any such right.

20

9.3 Requirement of Undertaking. The Trustees may request any court to require, and any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Agreement, or in any suit against the Trustees for any action taken or omitted to be taken by them as Trustees, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 9.3 shall not apply to any suit by the Trustees.

ARTICLE X

MEETINGS OF BENEFICIARIES

10.1 Purpose of Meetings. A meeting of the Beneficiaries may be called at any time and from time to time pursuant to the provisions of this Article for the purposes of taking any action which the terms of this Agreement expressly permit Beneficiaries to take either acting alone or with the Trustees.

10.2 Meeting Called by Trustees. The Trustees may at any time call a meeting of the Beneficiaries to be held at such time and at such place as the Trustees shall determine. Written notice of any meeting of the Beneficiaries shall be given by the Trustees (except as provided in Section 10.3), which written notice shall set forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, and shall be mailed not more than 60 nor less than 10 days before such meeting is to be held to all of the Beneficiaries of record not more than 60 days before the date of such meeting. The notice shall be directed to the Beneficiaries at their respective addresses as they appear in the records of the Trust.

10.3 Meeting Called on Request of Beneficiaries. Within 30 days after written request to the Trustees by Beneficiaries holding an aggregate of at least 25% of the total Units held by all Beneficiaries to call a meeting of all Beneficiaries (but only to transact business permitted by Section 10.1 hereof), which written request shall specify in reasonable detail the action proposed to be taken, the Trustees shall proceed under the provisions of Section 10.2 to call a meeting of the Beneficiaries, and if the Trustees fail to call such meeting within such 30-day period then such meeting may be called by such Beneficiaries, or their designated representatives, requesting such meeting.

10.4 Persons Entitled to Vote at Meeting of Beneficiaries. Each Beneficiary shall be entitled to vote at a meeting of the Beneficiaries either in person or by his proxy duly authorized in writing. The signature of the Beneficiary on such written authorization need not be witnessed or notarized. Each Beneficiary shall be entitled to a number of votes equal to the number of Units held by such Beneficiary as of the applicable record date.

10.5 Quorum; Vote Required for Approval. Except as otherwise required by this Agreement or law, Beneficiaries holding at least the number of Units in the aggregate sufficient to take action on any matter for which such meeting was called shall be necessary to constitute a quorum at any meeting of Beneficiaries for the transaction of business. If less than a quorum is

21

present, the Trustees or Beneficiaries having aggregate Units of at least a majority of the total Units held by all Beneficiaries represented at the meeting may adjourn such meeting with the same effect and for all intents and purposes as though a quorum had been present. Except to the extent a different percentage is specified in this Agreement for a particular matter or is required by law, when a quorum is present, any act requiring the approval of the Beneficiaries shall be approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter.

10.6 Adjournment of Meeting. Subject to Section 10.5, meeting of Beneficiaries may be adjourned from time to time and a meeting may be held at such adjourned time and place without further notice.

10.7 Conduct of Meetings. The Trustees shall appoint the Chairman and the Secretary of the meeting and may adopt such rules for the conduct of such meeting as they shall deem appropriate, provided that such rules shall not be inconsistent with the provisions of this Agreement. The vote upon any resolution submitted to any meeting of Beneficiaries shall be by written ballot. An Inspector of Votes, appointed by the Chairman of the meeting, shall count all votes cast at the meeting, in person or by proxy, for or against any resolution and shall make and file with the Secretary of the meeting their verified written report. In the event that a meeting of the Beneficiaries is held when there are no Trustees then in office, the Beneficiaries present or represented by proxy may adopt such rules for the conduct of such meeting as they shall deem appropriate, provided that such rules shall not be inconsistent with the provisions of this Agreement.

10.8 Record of Meeting. A record of the proceedings of each meeting of Beneficiaries shall be prepared by the Secretary of the meeting. The record shall be signed and verified by the Secretary of the meeting and shall be delivered to the Trustees to be preserved by them. Any record so signed and verified shall be conclusive evidence of all of the matters therein stated.

ARTICLE XI

AMENDMENTS

11.1 Amendments Requiring Consent of Beneficiaries. This Agreement may be amended from time to time by the Trustees, with the approval of Beneficiaries holding a majority of the total Units outstanding, or such greater or lesser percentage as shall be specified in this Agreement for the taking of an action by the Beneficiaries under the affected provision of this Agreement, obtained at a meeting of the Beneficiaries duly called for such purpose; provided that no such amendment shall increase the potential liability of the Trustees hereunder without the written consent of the Trustees; provided, further, that no such amendment shall permit the Trustees to engage in any activity prohibited by Section 7.1 hereof or affect the Beneficiaries’ rights to receive their pro rata shares of the Trust Assets at the time of any distribution, and no such amendment shall jeopardize the status of the Trust as a “liquidating trust” for federal, state, or local income tax purposes within the meaning of Treasury Regulation Section 301.7701-4(d) and any analogous provision of state or local law or jeopardize the Beneficiaries treatment as other than the owners of their respective shares of the Trust’s taxable income pursuant to Section 671 through 679 of the Code and any analogous provision of state or local law.

22

11.2 Amendments Not Requiring Consent of Beneficiaries This Agreement may be amended from time to time by the Trustees, without the consent of any of the Beneficiaries, (i) to add to the representations, duties or obligations of the Trustees or surrender any right or power granted to the Trustees herein; (ii) to facilitate the transferability by Beneficiaries of Trust Units, subject to the ability of the liquidating trust to remain eligible for relief from the registration and reporting requirements under the Exchange Act, (iii) to comply with applicable laws, including tax laws or to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the Commission, the Internal Revenue Service or any other U.S. federal or state or non-U.S. governmental agency, compliance with which the Trustees deem to be in the best interest of the Beneficiaries as a whole, (iv) to enable the Trust to obtain no-action assurances from the staff of the Commission regarding relief from registration and reporting requirements under the Exchange Act, which relief the Trustees deem to be in the best interest of the Beneficiaries as a whole, (v) to enable the Trust to be treated as a liquidating trust under Treasury Regulation Section 301.7701-4(d) and any analogous provision of state or local law, if the Trustees deem it to be in the best interests of the Beneficiaries as a whole, or (vi) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to add any other provision with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement.

11.3 Notice and Effect of Amendment. Upon the execution of any such declaration of amendment by the Trustees, this Agreement shall be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties, and immunities of the Trustees and the Beneficiaries under this Agreement shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendments, and all the terms and conditions of any such amendment shall thereby be deemed to be part of the terms and conditions of this Agreement for any and all purposes.

ARTICLE XII

MISCELLANEOUS PROVISIONS

12.1 Filing Documents. This Agreement shall be filed or recorded in such office or offices as the Trustees may determine to be necessary or desirable. A copy of this Agreement and all amendments thereof shall be maintained in the principal executive office of the Trust and shall be available at all times during regular business hours for inspection by any Beneficiary or such Beneficiary’s duly authorized representative. The Trustees shall file or record any amendment of this Agreement in the same places where the original Agreement is filed or recorded to the extent the Trustees may determine such filing to be necessary or desirable. The Trustees shall file or record any instrument which relates to any change in the name or office of a Trustee in the same places where the original Agreement is filed or recorded to the extent the Trustees may determine such filing to be necessary or desirable.

12.2 Intention of Parties to Establish Trust. This Agreement is not intended to create, and shall not be interpreted as creating, a corporation, association, partnership, or joint venture of any kind for purposes of federal income taxation or for any other purpose.

23

12.3 Laws as to Construction. This Agreement, the internal affairs of the Trust, and the liability of the Trustees as trustee, and the Beneficiaries as holders of Beneficial Interests, for any debt, obligation, or other liability of the Trust shall be governed by and construed in accordance with the internal laws of the State of Maryland, except to the extent that the provisions of any applicable law are permitted to be varied by the provisions of the Agreement, in which event the provisions of this Agreement shall govern; provided that the Maryland Act (except as varied hereby), and not the laws applicable to common law trusts, shall govern the Trust, this Agreement, and the rights and obligations of the Trustees and the Beneficiaries. The Trustees, the Company and the Beneficiaries (by their acceptance of any distributions made to them pursuant to this Agreement) consent and agree that this Agreement shall be governed by and construed in accordance with such laws.

12.4 Exclusive Form for Certain Litigation. Unless the Trustees consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any action asserting a claim of breach of any duty owed by any Trustee or any officer, employee, independent contractor or agent of the Trust or any Trust Subsidiary, including the Advisor, to the Trust or any Beneficiary or such Beneficiary’s heirs or devisees or, if applicable, plan participant or account owner, (b) any action asserting a claim against the Trust or any Trustee or any officer, employee, independent contractor or agent of the Trust or any Trust Subsidiary, including the Advisor, pursuant to any provision of the Maryland Statutory Trust Act or this Agreement or (c) any action asserting a claim against the Trust or any Trustee or any officer, employee, independent contractor or agent of the Trust or any Trust Subsidiary, including the Advisor that is governed by the internal affairs doctrine.

12.5 Severability. In the event any provision of this Agreement or the application thereof to any Person or circumstances shall be finally determined by a court of proper jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

12.6 Notices.

(a) Any notice or other communication by the Trustees to any Beneficiary shall be in writing and shall be deemed to have been duly given for all purposes when (i) deposited in the mail, postage prepaid, for delivery to, or deposited with a courier service for delivery to, such Person, or (ii) delivered personally or sent by fax or email to such Person, in each case at his address or fax number as shown in the records of the Trust.

24

(b) All notices and other communications under this Agreement to any party hereto shall be in writing and shall be deemed to have been duly given for all purposes when (i) deposited in the mail, postage prepaid, for delivery to, or deposited with a courier service for delivery to, such party, or (ii) delivered personally or sent by fax or email to such party, in each case at the following address or fax number or at such other addresses or numbers as shall be specified by the parties by like notice.

(i) If to the Trust or the Trustees:

DC Industrial Liquidating Trust

518 Seventeenth Street, 17th Floor

Denver, CO 80202

Attention: Dwight L. Merriman III

Email: dmerriman@industrialincome.com

Facsimile: 303-869-4602

(ii) If to the Company:

Industrial Income Trust Inc.

518 Seventeenth Street, 17th Floor

Denver, CO 80202

Attention: Thomas McGonagle

                    Josh Widoff

Email: tmcgonagle@industrialincome.com

Email: jwidoff@blackcreekcapital.com

Facsimile: 303-869-4602

12.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument.

[Signature page follows.]

25

IN WITNESS WHEREOF, Industrial Income Trust Inc. has caused this Agreement to be executed by an authorized officer, and the Trustees herein have executed this Agreement, effective this 3rd day of November, 2015.

THE COMPANY: INDUSTRIAL INCOME TRUST INC.
By:	/s/ Joshua J. Widoff
	Name: Joshua J. Widoff Title: Executive Vice President, Secretary & General Counsel

THE TRUSTEES:

/s/ Dwight L. Merriman III

Name: Dwight L. Merriman III

/s/ Marshall M. Burton

Name: Marshall M. Burton

/s/ Stanley A. Moore

Name: Stanley A. Moore

26

Schedule A

Retained Properties

Retained Property	Property Company	Location	City	State	Zip Code
Bluegrass DC II	IIT Bluegrass DC II LLC	NW corner of McFarland Parkway and McGinnis Ferry Road	Alpharetta	GA	30005
Redlands Distribution Center	IIT Redlands DC LP	NE Corner W. Lugonia and California St.	Redlands	CA	92374
Cajon DC	IIT Cajon DC LP	6207 N. Cajon Boulevard	San Bernardino	CA	92407
Lehigh Valley Crossing DC I	IIT Lehigh Valley Crossing DC I LLC	2929 Schoeneck Road	Macungie	PA	18062
Lehigh Valley Crossing DC II	IIT Lehigh Valley Crossing DC II LLC	3100 Alburtis Rd	Macungie	PA	18062
Lehigh Valley Crossing DC III	IIT Lehigh Valley Crossing DC III LLC	2918 Schoeneck Rd	Macungie	PA	18062
Tamarac Commerce Center II	IIT Tamarac Commerce Center II LLC	6201 North Nob Hill Rd	Tamarac	FL	33321
Tamarac Commerce Center III	IIT Tamarac Commerce Center III LLC	6900 Hiatus Rd	Tamarac	FL	33321
Miami DC III	IIT Miami DC III LLC	11001 NW 124th St	Medley	FL	33178
Miami DC III Land Bank	IIT Miami DC III Land LLC	10910 NW 124th St	Medley	FL	33178
Miami DC IV	IIT Miami DC IV LLC	11040 NW 124th St	Medley	FL	33178

APPENDIX A

BILL OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT

This Bill of Sale, Assignment, Acceptance and Assumption Agreement (“Agreement”) is executed as of this          day of                     , 2015, by Industrial Income Trust Inc., a Maryland corporation (“Assignor”), and DC Industrial Liquidating Trust, a Maryland statutory trust (“Assignee”).

WHEREAS, the Agreement and Plan of Merger, dated as of July 28, 2015 (the “Merger Agreement”), by and among Assignor, Western Logistics LLC, a Delaware limited liability company (“Parent”), and Western Logistics II LLC, a Delaware limited liability company (“Merger Sub”), includes a plan for the liquidation of the assets of Assignor that will not be disposed of in the merger contemplated by the Merger Agreement (the “Plan”) that provides that, prior to consummation of such merger, the Assignor will transfer its indirect ownership interests in such assets to a limited liability company formed to complete the development, lease-up, sale and distribution of the proceeds of the sale of such assets and, following such transfer, transfer the interests in such limited liability company to a liquidating trust for the benefit of the Company’s stockholders;

WHEREAS, the Assignor currently holds all of the common membership units (the “Holdco Common Units”) in DC Liquidating Assets Holdco LLC, a Delaware limited liability company, which Holdco Common Units constitute the limited liability company interests contemplated to be transferred to the liquidating trust; and

WHEREAS, consistent with the Plan, Assignor now desires to assign, transfer, and convey to Assignee all right, title, interest in and to the Holdco Common Units, to be held and administered by Assignee in accordance with the terms and conditions set forth in the Amended and Restated Declaration of Trust, dated as of the date hereof, entered into among Assignor, as grantor, and the trustees signatory thereto (the “Trust Agreement”), in exchange for 100% of the units of beneficial interests in the Assignee.

NOW, THEREFORE, pursuant to the Plan of Liquidation and in consideration of the premises set forth in the Trust Agreement and for good and valuable consideration as set forth therein, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows

1. Assignor does hereby ASSIGN, CONVEY, TRANSFER, SET OVER, and DELIVER to Assignee, its successors and assigns, all right, title, interest in and to the Holdco Common Units (the “Grant”). In exchange for the Grant, Assignee does hereby issue to Assignor 100% of the units of beneficial interests in the Assignee.

2. Assignee does hereby accept, assume and become responsible for all liabilities and obligations with respect to, and becomes fully responsible for, the Holdco Common Units and agrees to perform all of the terms, covenants and conditions in connection with the Holdco Common Units required to be performed by the owner thereof.

3. Assignor hereby agrees to perform, execute, and deliver or cause to be performed, executed, and delivered any and all such further acts and assurances as Assignee may reasonably require to perfect Assignee’s interest in the Holdco Common Units.

4. This Agreement is governed by and shall be construed in accordance with the laws of the State of Maryland.

5. This Agreement may be executed in multiple counterparts, each of which shall serve as an original for all purposes, but all counterparts shall be construed together and constitute one and the same Assignment.

[Signatures appear on the following page.]

ASSIGNOR: Industrial Income Trust Inc.
By
	Name: Title:

ASSIGNEE: DC Industrial Liquidating Trust
By
	Name: Title:

EX-10.2

EXHIBIT 10.2

MANAGEMENT SERVICES AGREEMENT

among

DC INDUSTRIAL LIQUIDATING TRUST,

DC LIQUIDATING ASSETS HOLDCO LLC

and

DCG LIQUIDATING ADVISOR LLC

TABLE OF CONTENTS

	Page
1.      DEFINITIONS		1
2.      APPOINTMENT		5
3.      DUTIES OF THE ADVISOR		5
4.      AUTHORITY OF ADVISOR		7
5.      BANK ACCOUNTS		8
6.      RECORDS; ACCESS		8
7.      LIMITATIONS ON ACTIVITIES		8
8.      RELATIONSHIP WITH TRUSTEES		8
9.      FEES		9
10.    EXPENSES		10
11.    OTHER SERVICES		11
12.    [RESERVED]		11
13.    OTHER ACTIVITIES OF THE ADVISOR		11
14.    TERM; TERMINATION OF AGREEMENT		11
15.    TERMINATION BY THE PARTIES		11
16.    ASSIGNMENT TO AN AFFILIATE		11
17.    PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION		12
18.    INDEMNIFICATION BY THE TRUST AND HOLDCO		12
19.    INDEMNIFICATION BY ADVISOR		13
20.    NOTICES		13
21.    MODIFICATION		13
22.    SEVERABILITY		13
23.    CONSTRUCTION		14
24.    ENTIRE AGREEMENT		14
25.    INDULGENCES, NOT WAIVERS		14
26.    GENDER		14
27.    TITLES NOT TO AFFECT INTERPRETATION		14
28.    EXECUTION IN COUNTERPARTS		14

MANAGEMENT SERVICES AGREEMENT

THIS MANAGEMENT SERVICES AGREEMENT, dated as of November 3, 2015 is among DC Industrial Liquidating Trust, a Maryland statutory trust (the “Trust”), DC Liquidating Assets Holdco LLC, a Delaware limited liability company (“Holdco”) and DCG Liquidating Advisor LLC, a Delaware limited liability company.

W I T N E S S E T H

WHEREAS, the Agreement and Plan of Merger, dated July 28, 2015, by and among Industrial Income Trust Inc. (“IIT”), Western Logistics LLC, a Delaware limited liability company, and Western Logistics II LLC (the “Merger Agreement”), provides for the liquidation of the assets of IIT and its subsidiaries not disposed of in the merger contemplated by the Merger Agreement (such plan of liquidation, the “Plan”);

WHEREAS, in accordance with the Plan, IIT has transferred its indirect ownership interests in the Retained Properties (as defined herein) to Holdco, which has been formed to complete the development, lease-up, operation, sale and distribution of the proceeds of the sales of the Retained Properties;

WHEREAS, in accordance with the Plan, IIT has transferred the common membership interests in Holdco to the Trust for the benefit of IIT’s stockholders in exchange for units of beneficial interest in the Trust, which IIT has distributed to its stockholders;

WHEREAS, the Trust is the managing member of Holdco and conducts all its business and holds all investments in Assets through Holdco;

WHEREAS, the Trust and Holdco desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of the Advisor (as defined herein) and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of, the Trustees of the Trust, all as provided herein;

WHEREAS, the Advisor is willing to undertake to render such services, subject to the supervision of the Trustees, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. DEFINITIONS. As used in this Management Services Agreement (the “Agreement”), the following terms have the definitions hereinafter indicated:

Acquisition Expenses. Any and all expenses, exclusive of Acquisition Fees, incurred by the Trust, Holdco, the Advisor, or any of their Affiliates in connection with the development or construction of any Asset.

1

Acquisition Fees. Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Trust, Holdco or the Advisor) in connection with the development or construction of a Property, including Construction Fees, if any, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be development fees and construction fees paid to any Person not affiliated with the Advisor in connection with the actual development and construction of a project.

Advisor. DCG Liquidating Advisor LLC, a Delaware limited liability company, any successor advisor to the Trust, Holdco or any person or entity to which DCG Liquidating Advisor LLC or any successor advisor subcontracts substantially all of its functions. Notwithstanding the forgoing, a Person hired or retained by DCG Liquidating Advisor LLC to perform property and securities management and related services for the Trust or Holdco that is not hired or retained to perform substantially all of the functions of DCG Liquidating Advisor LLC with respect to the Trust or Holdco as a whole shall not be deemed to be an Advisor.

Affiliate or Affiliated. With respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

Asset. Any Property or other investment (other than investments in bank accounts, money market funds or other current assets) owned by the Trust, directly or indirectly through one or more of its Affiliates.

Asset Management Fee. A fee paid to the Advisor as compensation for services rendered in connection with the management and Disposition of the Trust’s Assets.

Board of Trustees or Board. The persons holding such office, as of any particular time, under the Trust Agreement of the Trust, whether they be Trustees named therein or additional or successor Trustees.

Cause. With respect to the termination of this Agreement, fraud, criminal conduct or willful misconduct by the Trust and/or Holdco or the Advisor, as applicable, or a material breach of this Agreement by the Trust and/or Holdco or the Advisor, as applicable, which has not been cured within 30 days of such breach.

Code. Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

2

Construction Fees. The term “Construction Fees” shall mean a fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or provide major repairs or rehabilitations on a Property.

Contract Purchase Price. The term “Contract Purchase Price” shall mean the amount actually paid or allocated in respect of (i) the acquisition of a Property by the Trust or IIT or (ii) the origination or acquisition of Mortgages, other debt investments or other investments; in each case including any third party expenses, debt, whether borrowed or assumed, and exclusive of Acquisition Fees and Acquisition Expenses by the Trust or IIT.

Contract Sales Price. The total consideration paid in connection with a Disposition, including without limitation, any debt or other liabilities assumed or taken subject to by an acquirer. Without limiting the generality of the foregoing, in any transaction involving the acquisition of the equity of the Trust, Holdco or other selling entity, the Contract Sales Price will be deemed to include (whether or not expressed in the net per share price), the value assigned by the applicable buyer to all assets (or the value of such assets implied by such buyer’s offer) before subtracting liabilities to derive the net per share purchase price.

Disposition. The term “Disposition” shall include (A) a sale of one or more Assets, (B) a sale of one or more Assets effectuated either directly or indirectly through the sale of any entity owning such Assets, including, without limitation, the Trust or Holdco, or (C) a sale, merger or other transaction in which the Unitholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company.

Distributions. Any distributions of money or other property by the Trust to owners of Units, including distributions that may constitute a return of capital for federal income tax purposes.

GAAP. Generally accepted accounting principles as in effect in the United States of America from time to time.

Holdco. The term “Holdco” shall have the meaning set forth in the preamble of this Agreement.

Holdco LLC Agreement. The amended and restated limited liability company agreement among the Trust and Industrial Income Advisors Group LLC, dated this date, as it may be amended from time to time.

IIT. The term “IIT” shall have the meaning set forth in the recitals to this Agreement.

Independent Trustees. The term “Independent Trustees” shall have the meaning set forth in the Trust Agreement.

Liquidity Event. The term “Liquidity Event” shall include, but shall not be limited to, (i) a sale, merger or other transaction in which the Unitholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company, and (ii) the sale of all or substantially all of the Trust’s Assets where Unitholders either receive, or have the option to receive, cash or other consideration.

3

Merger Agreement. The term “Merger Agreement” shall have the meaning ascribed thereto in the recitals to this Agreement.

Mortgages. In connection with mortgage financing provided, invested in, participated in or purchased by IIT, all of the notes, deeds of trust, security interests or other evidences of indebtedness or obligations, which are secured or collateralized by Real Property owned by the borrowers under such notes, deeds of trust, security interests or other evidences of indebtedness or obligations.

Person. An individual, corporation, partnership, trust, joint venture, limited liability company or other entity.

Plan. The term “Plan” shall have the meaning ascribed thereto in the recitals to this Agreement.

Property or Properties. All or a portion of the Real Property or Real Properties acquired by the Trust, directly or indirectly through joint venture or co-ownership arrangements or other partnership or investment entities, including the Retained Properties.

Real Property. Land, rights in land (including leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land. Properties sold by the Trust or any Affiliate to investors in tenancy-in-common interests (or pursuant to a Delaware statutory trust), beneficial interests in Delaware statutory trusts, and or similar interests shall be deemed Real Property for the purposes of this definition so long as (i) such properties are being leased by the Trust or any Affiliate from the tenancy-in-common (or Delaware statutory trust) investors, and (ii) such properties are reflected as Assets of the Trust in accordance with GAAP.

Retained Properties. The Real Properties listed on Appendix A to this Agreement.

Termination Date. The date of termination of this Agreement.

Total Project Cost. With regard to any Real Property acquired prior to or during the development, construction or improvement stages, all hard and soft costs and expenses paid or incurred by or on behalf of Holdco, or by or on behalf of IIT or Holdco prior to the contribution of such Real Property to Holdco, that are in any way related to the development, construction, improvement or stabilization (including tenant improvements) of such Real Property, including, but not limited to, any debt, whether borrowed or assumed, land and construction costs.

Trust. The term “Trust” shall have the meaning set forth in the preamble of this Agreement.

Trust Agreement. The Agreement and Declaration of Trust of the Trust, as amended from time to time.

Trustee. A member of the Board of Trustees of the Trust.

Units. The units of beneficial interest of the Trust.

4

Unitholders. The holders of the Units.

2. APPOINTMENT. The Trust and Holdco hereby appoint the Advisor to serve as their advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

3. DUTIES OF THE ADVISOR. The Advisor undertakes to use its reasonable efforts to provide asset, development, development and construction oversight and operating oversight services for the Assets, to assist in the sale of such Assets, and to provide administrative services to the Trust, Holdco and their subsidiaries, as determined and adopted from time to time by the Board of Trustees. In performance of this undertaking, subject to the supervision of the Board of Trustees and consistent with the provisions of the Trust Agreement and the Holdco LLC Agreement, and subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser, the Advisor shall, either directly or by engaging an Affiliated or non-Affiliated Person:

(a) provide the daily management for the Trust and Holdco and perform and supervise the various administrative functions reasonably necessary for the management of the Trust and Holdco, including, without limitation: (i) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other items necessary and incidental to the Trust’s business and operations; (ii) maintain accounting data and any other information requested concerning the activities of the Trust and Holdco as shall be required to prepare and to file any required periodic financial reports with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (iii) oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (iv) manage and coordinate with the transfer agent the payment of Distributions to Unitholders; (v) consult with and assist the Board of Trustees in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (vi) provide the Board of Trustees with updates related to the overall regulatory environment affecting the Trust and Holdco, as well as managing compliance with such matters; (vii) consult with the Board of Trustees with respect to the governance structure and appropriate policies and procedures related thereto; (viii) oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Trust and Holdco to comply with applicable law; (ix) manage communications with Unitholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (x) establish technology infrastructure to assist in providing Unitholder support and service;

(b) investigate, select, and, on behalf of the Trust and Holdco, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Trust and Holdco with any of the foregoing;

5

(c) consult with the Board of Trustees and officers of the Trust and its subsidiaries and assist the Board of Trustees in the formulation and implementation of the Trust’s financial policies, and, as necessary, furnish the Board of Trustees with advice and recommendations with respect to the making of investments consistent with the purpose, investment objectives and policies of the Trust and in connection with any borrowings proposed to be undertaken by the Trust and/or Holdco;

(d) subject to the provisions of Paragraphs 3(e) and 4 hereof, (i) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, or otherwise deal with, investments; and (ii) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties;

(e) obtain the prior approval of the Board, any particular Trustees specified by the Board or any committee of the Board, as the case may be, for any and all Dispositions of Real Properties;

(f) make Dispositions of Assets within the discretionary limits and authority as granted by the Board;

(g) negotiate on behalf of the Trust and Holdco with banks or lenders for loans to be made to the Trust and Holdco, or obtain loans for the Trust and Holdco, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Trust or Holdco;

(h) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments of the Trust and/or Holdco in Assets;

(i) from time to time, or at any time reasonably requested by the Board of Trustees, make reports to the Board of Trustees of its performance of services to the Trust and Holdco under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;

(j) provide the Trust and Holdco with all necessary cash management services;

(k) consult with the Board of Trustees and provide assistance with the evaluation and approval of potential Dispositions or other Liquidity Events;

(l) structure and negotiate the terms and conditions of transactions pursuant to which Dispositions may be made;

(m) do all things necessary to assure its ability to render the services described in this Agreement;

6

(n) deliver to or maintain on behalf of the Trust copies of all appraisals obtained in connection with the investments in Real Properties and all valuations of other Assets as may be required to be obtained by the Board;

(o) before such transactions are completed, notify and obtain the approval of a majority of the Board of Trustees (including a majority of the Independent Trustees) for all non-affiliated Dispositions of Properties; and

(p) before such transactions are completed, notify and obtain the approval of a majority of the Board of Trustees (including a majority of the Independent Trustees) for all affiliated transactions.

Notwithstanding the foregoing, the Advisor may delegate any or all of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3, subject to the prior consent of the Trust if all or substantially all of such duties are delegated to a Person that is not an Affiliate.

4. AUTHORITY OF ADVISOR.

(a) Pursuant to the terms of this Agreement (including the restrictions included in this Paragraph 4 and in Paragraph 7), and subject to the continuing and exclusive authority of the Board of Trustees over the management of the Trust, the Board of Trustees hereby delegates to the Advisor the authority to (1) structure the terms and conditions of transactions pursuant to which investments will be made or disposed of for the Trust and Holdco, (2) dispose of investments in compliance with the purpose, investment objectives and policies of the Trust and Holdco, (3) arrange for financing or refinancing for Assets, (4) enter into leases and service contracts for Properties, (5) oversee Affiliated and non-Affiliated property managers who perform services for the Trust or Holdco, (6) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement, (7) manage communications with Unitholders, and (8) manage public reporting, internal controls, accounting and other record-keeping functions and general corporate services for the Trust and Holdco.

(b) In connection with a proposed transaction, the Advisor will deliver to the Board or to any delegated committee of the Board or other group of Trustees, as the case may be all documents and other information required by them to properly evaluate the proposed transaction.

The prior approval of a majority of the Board of Trustees (including a majority of the Independent Trustees) will be required for each transaction to which the Advisor or its Affiliates is a party. The Board of Trustees may, at any time upon the giving of written notice to the Advisor, modify or revoke the authority set forth in this Paragraph 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Advisor shall henceforth submit to the Board for prior approval such proposed transactions involving investments in Assets as thereafter require prior approval, provided however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Trust prior to the date of receipt by the Advisor of such notification.

7

5. BANK ACCOUNTS. The Advisor may establish and maintain one or more bank accounts in its own name for the account of the Trust and/or Holdco or in the name of the Trust and Holdco and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Trust and/or Holdco, under such terms and conditions as the Board of Trustees may approve, provided that no funds shall be commingled with the funds of the Advisor; and the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board of Trustees and to the auditors of the Trust.

6. RECORDS; ACCESS. The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the Board of Trustees and by counsel, auditors and authorized agents of the Trust, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Trust and Holdco.

7. LIMITATIONS ON ACTIVITIES. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) subject the Trust to regulation under the Investment Company Act of 1940, as amended or (b) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Trust or its Units, or otherwise not be permitted by the Trust Agreement of the Trust, except if such action shall be ordered by the Board of Trustees, in which case the Advisor shall notify promptly the Board of Trustees of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board of Trustees. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Trustees so given. Notwithstanding the foregoing, the Advisor, its members, managers, directors, officers, employees and stockholders, and members, managers, stockholders, directors and officers of the Advisor’s Affiliates, shall not be liable to the Trust or to the Board of Trustees or Unitholders for any act or omission by the Advisor, its members, managers, directors, officers or employees, or stockholders, members, managers, directors or officers of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Paragraph 19 of this Agreement.

8. RELATIONSHIP WITH TRUSTEES. Subject to Paragraph 7 of this Agreement, members, managers, directors, officers and employees of the Advisor or an Affiliate of the Advisor or any corporate parents of an Affiliate, may serve as a Trustee and as officers of the Trust and its subsidiaries, except that no member, manager, director, officer or employee of the Advisor or its Affiliates who also is a Trustee or officer of the Trust or its subsidiaries shall receive any compensation from the Trust for serving as a Trustee or officer of the Trust or its subsidiaries other than reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board of Trustees and no such Trustee shall be deemed an Independent Trustee for purposes of satisfying the Trustee independence requirement set forth in the Trust Agreement.

8

9. FEES.

(a) Acquisition Fees. The Advisor shall receive Acquisition Fees in connection with each Asset developed on the Trust’s and/or Holdco’s behalf. In connection with providing services related to the development, construction, improvement or stabilization, including tenant improvements, of Real Properties (collectively, “Development Services”) or overseeing the provision of these services by third parties on behalf of the Trust (“Development Oversight Services”), the Acquisition Fee (the “Development Acquisition Fee”) will be an amount that will equal up to 4.0% of Total Project Cost of such Real Property. Any Acquisition Fees payable hereunder shall be cumulative, taking into account amounts of Acquisition Fees paid or incurred by or on behalf of IIT or Holdco to any Affiliate of the “Advisor” prior to the contribution of such Real Property to Holdco. If the Advisor engages a third party to provide Development Services directly to the Trust, the third party will be compensated directly by the Trust, and the Advisor will receive the Development Acquisition Fee if it provides the Development Oversight Services. Acquisition Fees associated with a given Asset shall be calculated in the currency used to acquire such Asset and payable in U.S. dollars. Acquisition Fees shall be paid as costs are incurred. The total of all Acquisition Fees and Acquisition Expenses payable with respect to any Asset, including any Development Acquisition Fees, shall not exceed 6% of the Contract Purchase Price or the Total Project Cost (as applicable) of such Asset unless fees in excess of such amount are approved by a majority of the Board of Trustees, including a majority of the Independent Trustees.

(b) Asset Management Fee. The Advisor shall receive the Asset Management Fee as partial compensation for services rendered in connection with the management and Disposition of the Trust’s Assets. The Asset Management Fee shall be payable by the Trust in cash, and may be deferred, in whole or in part, from time to time, by the Advisor (without interest). The Asset Management Fee shall consist of (i) a monthly fee equal to one-twelfth of 0.80% of the aggregate cost (before non-cash reserves and depreciation) of each Real Property determined on a cumulative basis taking into account amounts paid or incurred by or on behalf of IIT or Holdco prior to the contribution of such Real Property to Holdco and any subsequent investments by Holdco and (ii) in connection with a Disposition, a fee equal to 2.0% of the Contract Sales Price. With the exception of any portion of the Asset Management Fee related to a Disposition, which shall be payable at the time of such Disposition, the Asset Management Fee shall be payable on the 1st day of each month.

(c) Loans from Affiliates. The Advisor or any Affiliate thereof may not make any loan to the Trust or Holdco unless a majority of the Board of Trustees (including a majority of the Independent Trustees) approve the loan as being fair, competitive, and commercially reasonable and no less favorable to the Trust or Holdco than loans between unaffiliated parties under the same circumstances.

(d) Exclusion of Certain Transactions. In the event the Trust or Holdco shall propose to enter into any transaction with the Advisor, a Trustee or any Affiliate thereof, then such transaction shall be approved by a majority of the Board of Trustees (including a majority of the Independent Trustees) as fair and reasonable to the Trust.

9

10. EXPENSES.

(a) In addition to the compensation paid to the Advisor pursuant to Paragraph 9 hereof and subject to the limitations below, the Trust or Holdco shall pay directly or reimburse the Advisor for all of the expenses paid or incurred by the Advisor in connection with the services it provides to the Trust and Holdco pursuant to this Agreement, including, but not limited to:

(i) Acquisition Expenses;

(ii) the actual cost of goods and services used by the Trust and obtained from Persons not affiliated with the Advisor, other than Acquisition Expenses, including brokerage fees paid in connection with the purchase and sale of any securities;

(iii) interest and other costs for borrowed money, including discounts, points and other similar fees;

(iv) taxes and assessments on income of the Trust or Assets and any other taxes otherwise imposed on the Trust;

(v) costs associated with insurance required in connection with the business of the Trust or by the officers and Trustees;

(vi) expenses of managing and operating Assets owned by the Trust, whether payable to an Affiliate of the Trust or a non-affiliated Person;

(vii) all expenses in connection with payments to the Trustees and meetings of the Trustees and Unitholders;

(viii) expenses associated with a Disposition or Liquidity Event;

(ix) expenses connected with payments of Distributions in cash or otherwise made or caused to be made by the Trust to the Unitholders;

(x) expenses of organizing, revising, amending, converting, modifying, or terminating the Trust or the Trust Agreement;

(xi) expenses of maintaining communications with Unitholders, including the cost of preparation, printing, and mailing annual reports and other Unitholder reports, proxy statements and other reports required by governmental entities;

(xii) administrative service expenses (including related personnel costs) relating to, among other things, the services set forth in Paragraph 3(a) hereof); provided, however, that no reimbursement shall be made for costs of personnel to the extent that such personnel perform services in transactions for which the Advisor receives a separate fee;

(xiii) audit, accounting and legal fees and other fees for professional services relating to the operations of the Trust and all such fees incurred at the request, or on behalf of, the Independent Trustees or any committee of the Board of Trustees;

10

(xiv) out-of-pocket costs for the Trust to comply with all applicable laws, regulations and ordinances; and

(xv) all other costs incurred by the Advisor in performing its duties hereunder.

(b) Expenses incurred by the Advisor on behalf of the Trust and Holdco and payable pursuant to this Paragraph 10 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Trust and Holdco and the calculation of the Asset Management Fee during each quarter, and shall deliver such statement to the Trust and Holdco within 45 days after the end of each quarter.

11. OTHER SERVICES. Should the Board of Trustees request that the Advisor or any director, officer or employee thereof render services for the Trust and Holdco other than set forth in Paragraph 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Trustees of the Trust, subject to the limitations contained in the Trust Agreement, and shall not be deemed to be services pursuant to the terms of this Agreement.

12. [RESERVED]

13. OTHER ACTIVITIES OF THE ADVISOR. Nothing herein contained shall prevent the Advisor or any of its Affiliates from engaging in or earning fees from other activities, including, without limitation, the rendering of advice to other Persons and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict the right of any member, manager, director, officer, employee, or stockholder of the Advisor or its Affiliates to engage in or earn fees from any other business or to render services of any kind to any other partnership, corporation, firm, individual, trust or association and earn fees for rendering such services.

14. TERM; TERMINATION OF AGREEMENT. This Agreement shall continue in force throughout the duration of the existence of the Trust and shall terminate as of the date of termination of the Trust.

15. TERMINATION BY THE PARTIES. This Agreement may be terminated immediately by the Trust and/or Holdco or the Advisor for Cause (subject to any applicable cure period).

16. ASSIGNMENT TO AN AFFILIATE. This Agreement may be assigned by the Advisor to an Affiliate or Affiliates with the approval of a majority of the Board of Trustees (including a majority of the Independent Trustees). The Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the approval of the Board of Trustees. This Agreement shall not be assigned by the Trust or Holdco without the consent of the Advisor, except in the case of an assignment by the Trust or Holdco to a corporation, limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Trust or Holdco, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Trust and Holdco are bound by this Agreement.

11

17. PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION.

(a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Trust or Holdco within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement.

(b) The Advisor shall promptly upon termination:

(i) pay over to the Trust and Holdco all money collected and held for the account of the Trust and Holdco pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

(ii) deliver to the Board of Trustees a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Trustees;

(iii) deliver to the Board of Trustees all Assets and documents of the Trust and Holdco then in the custody of the Advisor; and

(iv) cooperate with the Trust and Holdco to provide an orderly management transition.

18. INDEMNIFICATION BY THE TRUST AND HOLDCO. The Advisor and its Affiliates, and the employees, managers and agents of the Advisor and its Affiliates (each an “Indemnified Person” and collectively the “Indemnified Persons”), shall, to the fullest extent permitted by law, be indemnified out of the Property against all claims, actions, liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by the Indemnified Persons in connection with the defense or disposition of any action, suit or other proceeding by the Trust, the Holdco or any other Person, whether civil or criminal, in which the Indemnified Person may be involved or with which the Indemnified Person may be threatened: (i) in the case of the Advisor or its affiliates, while in office or thereafter, by reason of such Indemnified Peron being or having been the Advisor or Affiliate of the Advisor, including, without limitation, in connection with or arising out of any action, suit or other proceeding based on any alleged breach of duty, neglect, error, misstatement, misleading statement, omission or act of any such the Advisor or Affiliate of the Advisor, employee or agent in such capacity; and (ii) in the case of any employees, managers and agents of the Advisor and its Affiliates, by reason of any such Person exercising or failing to exercise any right or power hereunder. The rights accruing to any Indemnified Person under these provisions shall not exclude any other right to which the Indemnified Person may be lawfully entitled; provided that no Indemnified Person may satisfy any right of indemnity or reimbursement granted herein, or to which the Indemnified Person may be otherwise entitled, except out of the Property. The Trust or Holdco may make advance payments in connection with indemnification under this Section 18, provided that the Indemnified Person shall have given a written undertaking to repay any amount advanced to the Indemnified Person and to reimburse the Trust or Holdco, as applicable, in the event that it is subsequently determined that the Indemnified Person is not entitled to such indemnification. The Trust and Holdco shall purchase such insurance as they believe, in the exercise of their discretion, adequately insures that each Indemnified Person shall be indemnified against any such claims, actions, liabilities and

12

expenses pursuant to this Section18. Nothing contained herein shall restrict the right of the Trust or Holdco to indemnify or reimburse such Indemnified Person in any proper case, even though not specifically provided for herein, nor shall anything contained herein restrict the right of any such Indemnified Person to contribution under applicable law.

19. [RESERVED]

20. NOTICES. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is required by the Trust Agreement or accepted by the party to whom it is given, and shall be given by being delivered by hand or by overnight mail or other overnight delivery service to the addresses set forth herein:

To the Trustees and to the Trust:

DC Industrial Liquidating Trust

518 17th Street

17th Floor

Denver, CO 80202

To Holdco:

DC Liquidating Assets Holdco LLC

518 17th Street

17th Floor

Denver, CO 80202

To the Advisor:

DCG Liquidating Advisor LLC

518 17th Street

17th Floor

Denver, CO 80202

Any party may at any time give notice in writing to the other parties of a change in its address for the purposes of this Paragraph 20.

21. MODIFICATION. This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees.

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

13

23. CONSTRUCTION. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Colorado.

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

25. INDULGENCES, NOT WAIVERS. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

26. GENDER. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

27. TITLES NOT TO AFFECT INTERPRETATION. The titles of paragraphs and subparagraphs contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

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

[Signature page follows]

14

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

THE TRUST: DC INDUSTRIAL LIQUIDATING TRUST
By:	/s/ Joshua J. Widoff
Name:	Joshua J. Widoff
Title:	Executive Vice President, Secretary & General Counsel
HOLDCO: DC LIQUIDATING ASSETS HOLDCO LLC By DC Industrial Liquidating Trust, its managing member
By:	/s/ Joshua J. Widoff
Name:	Joshua J. Widoff
Title:	Executive Vice President, Secretary & General Counsel
THE ADVISOR: DCG LIQUIDATING ADVISOR LLC
By:	/s/ Gary M. Reiff
Name:	Gary M. Reiff
Title:	Executive Vice President & General Counsel

[Signature page to Management Services Agreement]

APPENDIX A

RETAINED PROPERTIES

Retained Property	Property Company	Location	City	State	Zip Code
Bluegrass DC II	IIT Bluegrass DC II LLC	NW corner of McFarland Parkway and McGinnis Ferry Road	Alpharetta	GA	30005
Redlands Distribution Center	IIT Redlands DC LP	NE Corner W. Lugonia and California St.	Redlands	CA	92374
Cajon DC	IIT Cajon DC LP	6207 N. Cajon Boulevard	San Bernardino	CA	92407
Lehigh Valley Crossing DC I	IIT Lehigh Valley Crossing DC I LLC	2929 Schoeneck Road	Macungie	PA	18062
Lehigh Valley Crossing DC II	IIT Lehigh Valley Crossing DC II LLC	3100 Alburtis Rd	Macungie	PA	18062
Lehigh Valley Crossing DC III	IIT Lehigh Valley Crossing DC III LLC	2918 Schoeneck Rd	Macungie	PA	18062
Tamarac Commerce Center II	IIT Tamarac Commerce Center II LLC	6201 North Nob Hill Rd	Tamarac	FL	33321
Tamarac Commerce Center III	IIT Tamarac Commerce Center III LLC	6900 Hiatus Rd	Tamarac	FL	33321
Miami DC III	IIT Miami DC III LLC	11001 NW 124th St	Medley	FL	33178
Miami DC III Land Bank	IIT Miami DC III Land LLC	10910 NW 124th St	Medley	FL	33178
Miami DC IV	IIT Miami DC IV LLC	11040 NW 124th St	Medley	FL	33178

EX-10.3

EXHIBIT 10.3

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

DC LIQUIDATING ASSETS HOLDCO LLC

Dated as of November 3, 2015

TABLE OF CONTENTS

		Page
Article 1
DEFINITIONS AND TERMS
1.1	Definitions		2
1.2	Other Defined Terms and References		2
Article 2
THE COMPANY AND ITS BUSINESS
2.1	Formation of Company		2
2.2	Name		3
2.3	Principal Office		3
2.4	Registered Office and Registered Agent		3
2.5	Term		3
2.6	Purpose		3
Article 3
MEMBERS AND CAPITAL CONTRIBUTIONS
3.1	Members		4
3.2	Capital Contributions		4
3.3	Classes of Membership Interests		4
3.4	Capital Accounts		4
Article 4
ALLOCATION OF PROFITS AND LOSSES; CERTAIN TAX MATTERS
4.1	Allocation of Profits and Losses		5
4.2	Tax Matters Partner		7
4.3	Federal Income Tax Elections		7
Article 5
DISTRIBUTIONS
5.1	Distribution of Cash		7
5.2	Distributions in Liquidation		8
5.3	Distributions in Kind		8

i

Article 6
MANAGEMENT
6.1	Management of the Company	8
6.2	Delegation of Authority	8
6.3	Liability of the Managing Member	8
6.4	Reimbursement of Managing Member	98
6.5	Employment or Retention of Affiliates	9
Article 7
BOOKS, RECORDS, and REPORTS
7.1	Fiscal Year; Maintenance of Books and Records	9
7.2	Financial Reports	109
Article 8
TRANSFER OF membership INTERESTS
8.1	Transfer of Membership Interests	10
Article 9
DISSOLUTION AND LIQUIDATION
9.1	Dissolution	10
9.2	Liquidation and Termination of the Company	10
Article 10
EXCULPATION AND INDEMNIFICATION
10.1	Exculpation	11
10.2	Indemnification	11
Article 11
MISCELLANEOUS PROVISIONS
11.1	Notices	12
11.2	Governing Law	12
11.3	Further Actions	12
11.4	Survival of Rights	13
11.5	Severability	13
11.6	Third Party Beneficiaries	13
11.7	Partition	13
11.8	Entire Agreement	13
11.9	Waiver	13
11.10	Amendments	13
11.11	Counterparts	14

ii

APPENDICES AND EXHIBITS

Appendix A	Defined Terms
Appendix B	Retained Properties
Exhibit A	Members

iii

DC LIQUIDATING ASSETS HOLDCO LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), made and entered into and effective as of the 3rd of November, 2015, by and among DC Industrial Liquidating Trust, a Maryland statutory trust (the “Liquidating Trust” or “Managing Member”), and Industrial Income Advisors Group LLC, a Delaware limited liability company (“Sponsor Member”).

RECITALS

(A) The Agreement and Plan of Merger, dated July 28, 2015, by and among Industrial Income Trust, Inc. (“IIT”), Western Logistics LLC, a Delaware limited liability company, and Western Logistics II LLC (the “Merger Agreement”), provides for the liquidation of the assets of IIT and its subsidiaries not disposed of in the merger contemplated by the Merger Agreement (the “Merger” and such plan of liquidation, the “Plan”);

(B) The Plan provides, among other things, that prior to consummation of the Merger, IIT will transfer its indirect ownership interests in the Retained Properties (as defined herein) to a limited liability company formed to complete the development, lease-up, sale and distribution of the proceeds of the sale of the Retained Properties;

(C) DC Liquidating Assets Holdco LLC, a Delaware limited liability company (the “Company”), was formed pursuant to the Delaware Limited Liability Company Act in 6 Delaware Code Sections 18-101, et. seq. (the “Delaware Act”) to serve as such limited liability company by the filing of a Certificate of Formation (the “Certificate of Formation”) with the Secretary of State of the State of Delaware on August 12, 2015 and, on that date, IIT Real Estate Holdco LLC, a Delaware limited liability company (“Real Estate Holdco”), entered into a Limited Liability Company Agreement of DC Liquidating Assets Holdco LLC, as the sole member of the Company (the “Initial LLC Agreement”);

(D) On or prior to the date hereof, Real Estate Holdco contributed its direct or indirect ownership interests in the Retained Properties as a capital contribution to the Company;

(E) On or prior to the date hereof, Real Estate Holdco amended the Initial LLC Agreement to create two classes of membership interests, consisting of (i) common membership interests (the “Common Interests”) and (ii) special membership interest (“Special Interests”), and thereafter distributed such membership interests to its sole member, Industrial Income Operating Partnership LP, which in turn distributed such membership interests to its partners, in a partnership division, as follows: 100% of the Common Interests to IIT and 100% of the Special Interests to Sponsor Member;

(F) In accordance with the Plan, IIT has transferred the Common Interests to the Liquidating Trust for the benefit of IIT’s stockholders and entered into an Amended and Restated Agreement and Declaration of Trust, dated this date (the “Liquidating Trust Agreement”), with the trustees of the Liquidating Trust named therein (the “Trustees”);

(G) Under the Liquidating Trust Agreement, the Trustees shall administer the Liquidating Trust and, through the Liquidating Trust’s role as the Managing Member, the Subsidiaries of the Liquidating Trust, including the Company, in order to liquidate the Retained Properties and, upon satisfaction of all related liabilities and obligations, to cause the residue of the proceeds of the liquidation to be distributed to the Company and thereafter to the Members in accordance with the terms hereof; and

(H) The Members desire to amend and restate the Initial LLC Agreement, as heretofore amended, by entering into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and the promises contained herein (the receipt and sufficiency of which being hereby acknowledged), the parties hereto, intending to be legally bound, do hereby agree that the Initial LLC Agreement, as heretofore amended, is hereby amended and restated in its entirety as follows:

Article 1

DEFINITIONS AND TERMS

1.1 Definitions. Capitalized terms used in this Agreement without definition will have the meanings set forth in Appendix A to this Agreement. All capitalized terms used in this Agreement which are not defined in Appendix A shall have the meaning set forth elsewhere in this Agreement. The use of any term defined in this Agreement in its uncapitalized form indicates that the word has its normal and general meaning.

1.2 Other Defined Terms and References. As used in this Agreement, any reference to the masculine, feminine or neuter gender shall include all genders; unless the context requires otherwise, the plural shall be deemed to include the singular, and the singular shall be deemed to include the plural; words importing persons shall include partnerships, corporations and other entities; when reference is made in this Agreement to an Article, Section, Schedule or Exhibit, such reference shall be to an Article, Section, Schedule or Exhibit of this Agreement unless otherwise indicated; and the terms “herein,” “hereof” and “hereunder” or other similar terms, refer to this Agreement as a whole and not only to the particular sentence, subsection or section in which any such term may be employed. Whenever in this Agreement the word “including” is used, it shall be deemed to be for purposes of identifying only one or more of the possible alternatives, and the entire provision in which such word appears shall be read as if the phrase “including without limitation” were actually used in the text. The section headings herein are for convenience only and shall not affect the construction hereof. All references to dollars (or the symbol “$”) contained herein shall be deemed to refer to United States dollars. Except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has the inclusive meaning represented by the phrase “and/or”. With regard to each and every term and condition of this Agreement, the Parties understand and agree that the same have or has been mutually negotiated, prepared and drafted, and that if at any time the Parties desire or are required to interpret or construe any such term or condition or any agreement or instrument subject thereto, no consideration shall be given to the issue of which Party actually prepared, drafted or requested any term or condition of this Agreement.

Article 2

THE COMPANY AND ITS BUSINESS

2.1 Formation of Company. The Company has been formed as a limited liability company under the Delaware Act by the filing of the Certificate of Formation. The Members hereby agree to continue the Company as a limited liability company under the Delaware Act, upon the terms and subject to the conditions set forth in this Agreement. The Managing Member is hereby authorized to file and record any amendments to the Certificate of Formation and such other documents as may be reasonably required or appropriate under the Delaware Act or the laws of any other jurisdiction in which the Company may conduct business or own property.

2

2.2 Name. The name of the Company is “DC Liquidating Assets Holdco LLC”. The Company shall operate its business under such name or use such other or additional names as the Managing Member may deem necessary or desirable.

2.3 Principal Office. The Company shall maintain its principal place of business at 518 Seventeenth Street, 17th Floor Denver, CO, or at such other place as the Managing Member may determine from time to time.

2.4 Registered Office and Registered Agent. The Company’s registered office in the State of Delaware shall be at the offices of its registered agent, The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The registered office and registered agent may be changed from time to time by filing the address of the new registered office or the name of the new registered agent with the Secretary of State of the State of Delaware pursuant to the Delaware Act.

2.5 Term. The term of the Company commenced on the date of the filing of the Certificate of Formation pursuant to the Delaware Act, and shall continue until the dissolution and liquidation of the Company pursuant to Article 9.

2.6 Purpose.

(a) The purpose of the Company shall be, either by itself or through one or more Property Companies:

(i) To liquidate the Retained Properties;

(ii) To own the Retained Properties or interests in the Property Companies;

(iii) To develop, construct, operate, lease up, finance, administer, and realize the value of the Retained Properties for the ultimate purpose of liquidating the Retained Properties and distributing the net proceeds thereof to the Members; and

(iv) To conduct all activities reasonably necessary or desirable to accomplish the foregoing purposes.

(b) The Company shall have no objective to continue or engage in the conduct of a trade or business or cause any Property Company to continue or engage in the conduct of a trade or business, except as necessary for the orderly liquidation of, and preservation or realization of the value of, the Retained Properties.

(c) The Company is not authorized to, and shall not, engage in any activities other than as described in Sections 2.6(a) and 2.6(b).

3

Article 3

MEMBERS AND CAPITAL CONTRIBUTIONS

3.1 Members. The names and addresses of the Members, together with the class of membership interests that each owns, are shown on Exhibit A.

3.2 Capital Contributions.

(a) Initial Capital Contribution. On or prior to the date hereof, Real Estate Holdco conveyed direct or indirect equity interests in the Property Companies and certain other assets to the Company in exchange for all of the Membership Interests.

(b) Limitations. No Member (i) will be entitled or required to make any Capital Contribution to the Company or to loan any funds to the Company; (ii) shall have any liability for the repayment of the Capital Contribution of any other Member, and each Member shall look only to the assets of the Company for return of its Capital Contributions; (iii) will have the right (A) to demand a withdrawal, reduction or return of its Capital Contributions, (B) to receive interest on its Capital Contributions, (C) to demand property other than cash in return of its Capital Contributions, (D) except as may otherwise be required by law in connection with a dissolution, winding up and termination of the Company, to bring an action for partition against the Company or (E) to receive any priority over any other Member with respect to the return of its Capital Contributions; and (iv) will have any obligation to restore any negative balance in its Capital Account at any time including upon liquidation or dissolution of the Company.

3.3 Classes of Membership Interests. The Company shall have two classes of Membership Interests, designated as “Common Interests” and “Special Interests,” with such rights and obligations as are set forth in this Agreement.

3.4 Capital Accounts. A separate capital account (“Capital Account”) shall be maintained for each Member in accordance with Regulations Section 1.704-1(b)(2)(iv).

(a) General Rules for Adjustment of Capital Accounts. The Capital Account of each Member shall be adjusted in a manner consistent with Regulations Section 1.704-1(b)(2)(iv) as follows:

(i) Increases. The Capital Account of each Member shall be increased by:

(A) such Member’s cash Capital Contributions;

(B) the agreed fair market value of property contributed by such Member (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code Section 752);

(C) all items of Profit and other “book” items of gain or income allocated to such Member pursuant to Article 4 or other provisions of the Agreement; and

(D) any other increases to capital accounts required by Regulations Section 1.704-1(b)(2)(iv).

(ii) Decreases. The Capital Account of each Member shall be decreased by:

(A) the amount of cash distributed to such Member;

4

(B) the agreed fair market value of all distributions of property made to such Member pursuant to this Agreement (net of liabilities secured by such distributed property that the Member is considered to assume or take subject to under Code Section 752);

(C) all items of Loss and other “book” items of expense or loss allocated to such Member pursuant to Article 4 or other provisions of the Agreement; and

(D) any other decreases to capital accounts required by Regulations Section 1.704-1(b)(2)(iv).

(b) Special Rules with Respect to Capital Accounts.

(i) Time of Adjustment for Capital Contributions. For purposes of computing the balance in a Member’s Capital Account, no credit shall be given for any Capital Contribution which such Member is to make until such Capital Contribution is actually made.

(ii) Intent to Comply with Treasury Regulations. The provisions of Sections 3.4 and 3.5 and the provisions of Article 4 relating to the maintenance of Capital Accounts and the allocation of Profits and Losses and other “book” items of the Company are intended to comply with Section 704(b) of the Code and the Regulations thereunder, and shall be interpreted and applied in a manner consistent therewith. To the extent such provisions are inconsistent with such Section 704(b) of the Code and the Regulations thereunder the TMP may, upon the advice of tax counsel and with the Approval of the Members, alter the manner in which Capital Accounts are maintained or allocations are made in order to comply with Section 704(b) and the Regulations thereunder.

(iii) Transferee’s Capital Account. In the event that any Member transfers any Membership Interest in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Membership Interest, adjusted for distributions of available cash made pursuant to this Agreement and allocations of Profits or Losses as of the end of the month that includes the date of such transfer. The books of the Company shall be closed in accordance with Section 706(d) of the Code.

Article 4

ALLOCATION OF PROFITS AND LOSSES; CERTAIN TAX MATTERS

4.1 Allocation of Profits and Losses

(a) General. Net Profit and net Loss (or items thereof) of the Company for each Fiscal Year or other applicable period of the Company shall be allocated to the holder of the Common Interests.

(b) Managing Member Gross Income Allocation. There shall be specially allocated to the Managing Member an amount of (i) first, items of Company income and (ii) second, items of Company gain during each Fiscal Year or other applicable period, before any other allocations are made hereunder, in an amount equal to the excess, if any, of (A) the cumulative distributions made to the Managing Member under Section 6.4(b) hereof, other than distributions which would properly be treated as “guaranteed payments” or which are attributable to the reimbursement of expenses which would properly be deductible by the Company, over (B) the cumulative allocations of Company income and gain to the Managing Member under this Section 4.1(b).

5

(c) Special Allocation with Respect to Sales. Items of income, gain, credit, loss and deduction of the Company for each Fiscal Year or other applicable period from Sales, other than any such items allocated under Section 5.1(b), shall be allocated among the Members in a manner that will, as nearly as possible (after giving effect to the allocations at the end of such Fiscal Year or other applicable period) equal (i) the amount of the hypothetical distribution that such Member would receive if the Company were liquidated on the last day of such period and all assets of the Company, including cash, were sold for cash equal to their Carrying Value, taking into account any adjustments thereto for such period, all liabilities of the Company were satisfied in full in cash according to their terms (limited with respect to each nonrecourse liability to the Carrying Value of the assets securing such liability) and Net Sales Proceeds (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.1(i), minus (ii) the sum of such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, all computed as of the date of the hypothetical sale of assets.

(d) Nonrecourse Deductions; Minimum Gain Chargeback. Notwithstanding any provision to the contrary, (i) any expense of the Company that is a “nonrecourse deduction” within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated to the holder of the Common Interests, (ii) any expense of the Company that is a “partner nonrecourse deduction” within the meaning of Regulations Section 1.704-2(i)(2) shall be allocated to the Member that bears the “economic risk of loss” with respect to the liability to which such deductions are attributable in accordance with Regulations Section 1.704-2(i)(1), (iii) if there is a net decrease in Company Minimum Gain within the meaning of Regulations Section 1.704-2(0)(1) for any Company taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-2(f)(2),(3), (4) and (5), items of gain and income shall be allocated among the Members in accordance with Regulations Section 1.704-2(f) and the ordering rules contained in Regulations Section 1.704-2(j), and (iv) if there is a net decrease in Member Nonrecourse Debt Minimum Gain within the meaning of Regulations Section 1.704-2(i)(4) for any Company taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-(2)(g), items of gain and income shall be allocated among the Members in accordance with Regulations Section 1.704-2(i)(4) and the ordering rules contained in Regulations Section 1.704-2(j).

(e) Qualified Income Offset. If a Member unexpectedly receives in any taxable year an adjustment, allocation, or distribution described in subparagraphs (4), (5), or (6) of Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a deficit balance in such Member’s Capital Account that exceeds the sum of such Member’s shares of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), such Member shall be allocated specially for such taxable year (and, if necessary, later taxable years) items of income and gain in an amount and manner sufficient to eliminate such deficit Capital Account balance as quickly as possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d). This Section 4.1(e) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. After the occurrence of an allocation of income or gain to a Member in accordance with this Section 4.1(e), to the extent permitted by Regulations Section 1.704-1(b), items of expense or loss shall be allocated to such Member in an amount necessary to offset the income or gain previously allocated to such Member under this Section 4.1(e).

(f) Allocations Between Transferor and Transferee. If a Member transfers any part or all of its Membership Interest, the distributive shares of the various items of Profit and Loss allocable among the Members during such Fiscal Year of the Company shall be allocated between the transferor and the transferee Member either (i) as if the Company’s Fiscal Year had ended on the date of

6

the transfer, or (ii) based on the number of days of such Fiscal Year that each was a Member without regard to the results of Company activities in the respective portions of such Fiscal Year in which the transferor and the transferee were Members. The Managing Member, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee Member.

(g) Curative Allocations. The allocations set forth in Sections 4.1(d) and 4.1(e) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. The Managing Member is authorized to offset all Regulatory Allocations either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 4.1(g). Therefore, notwithstanding any other provision of this Section 4.1 (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it deems appropriate so that, after such offsetting allocations are made, each Member’s Capital Account is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Sections 5.1(a), (b), (c) and (f).

4.2 Tax Matters Partner. The Managing Member is hereby designated as “tax matters partner” as defined in Code Section 6231 (the “TMP”), with the powers and duties of a tax matters partner under the Code. The Company shall pay for all costs incurred in connection with all examinations of the Company’s affairs by tax authorities, including resulting judicial and administrative proceedings, and the TMP is authorized to expend Company funds for professional services and costs associated therewith. The TMP shall keep the Members informed of all administrative and/or judicial proceedings for the adjustment of partnership items (as defined in Section 6231(a)(3) of the Code and regulations promulgated thereunder).

4.3 Federal Income Tax Elections. The TMP, on behalf of the Company, may make all elections for federal income tax purposes, including, without limitation, the following:

(a) Use of Accelerated Depreciation Methods. To the extent permitted by applicable law and regulations, the Company may elect to use an accelerated depreciation method on any depreciable portion of Company Property.

(b) Adjustment of Basis of Assets. In case of a transfer of all or part of the Membership Interest of any Member, the Company shall if requested by the transferee Member elect, pursuant to Code Sections 734, 743 and 754 to adjust the basis of the assets of the Company.

(c) Accounting Method. For financial reporting purposes, the books and records of the Company shall be kept on the accrual method of accounting applied in a consistent manner and shall reflect all transactions of the Company and be appropriate and adequate for the purposes of the Company.

Article 5

DISTRIBUTIONS

5.1 Distribution of Cash. Except for distributions pursuant to Section 5.2 in connection with the dissolution and liquidation of the Company, any distributions of cash shall be made in accordance with the following provisions:

(i) any distributions of Net Sales Proceeds shall be made in the sole discretion of the Managing Member, with (A) 85% of any Net Sales Proceeds that are distributed pursuant to this Section 5.1(i) distributed to the holder of the Common Interests and (B) 15% of any Net Sales Proceeds that are distributed pursuant to this Section 5.1(i) distributed to the holder of the Special Interests; and

7

(ii) any distributions of cash other than Net Sales Proceeds shall be made to the holder of the Common Interests.

5.2 Distributions in Liquidation. Upon the dissolution and winding-up of the Company, the proceeds of sale and other Company Property shall be distributed not later than the latest time specified for such distributions pursuant to Regulations Section 1.704-1(b)(i)(b)(2) to the Members in accordance with and in the order and priority set forth in Section 5.1.

5.3 Distributions in Kind. No Member shall be (i) entitled to demand property other than cash in connection with any distributions by the Company or (ii) obligated to accept from the Company a distribution in kind of Company Property. Any distribution in kind of Company Property permitted hereunder shall be distributed in the manner to ensure that the fair market value is distributed and allocated in accordance with this Article 5.

Article 6

MANAGEMENT

6.1 Management of the Company.

(a) Except as otherwise expressly provided in this Agreement, the Managing Member shall have full, complete and exclusive discretion to manage and control the business of the Company for the purposes herein stated, and shall make all decisions affecting the business and assets of the Company.

(b) Except as otherwise provided herein, to the extent the duties of the Managing Member require expenditures of funds to be paid to third parties, the Managing Member shall not have any obligations hereunder except to the extent that Company funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the Managing Member, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Company.

6.2 Delegation of Authority. The Managing Member may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Company, which Person may, under supervision of the Managing Member, perform any acts or services for the Company as the Managing Member may approve.

6.3 Liability of the Managing Member.

(a) The Managing Member shall not be in breach of any duty that the Managing Member may owe to the Members or the Company or any other Persons under this Agreement or of any duty stated or implied by law or equity if the Managing Member, acting in good faith, abides by the terms of this Agreement.

(b) Subject to its obligations and duties as Managing Member set forth in Section 6.1 hereof, the Managing Member may exercise any of the powers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The Managing Member shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.

8

6.4 Reimbursement of Managing Member.

(a) Except as provided in this Section 6.4 and elsewhere in this Agreement (including the provisions of Articles 4 and 5 regarding distributions, payments, and allocations to which it may be entitled), the Managing Member shall not be compensated for its services as Managing Member of the Company.

(b) The Managing Member shall be reimbursed on a monthly basis, or such other basis as the Managing Member may determine in its sole and absolute discretion, for all Administrative Expenses incurred by the Managing Member.

6.5 Employment or Retention of Affiliates.

(a) Any Affiliate of the Managing Member may be employed or retained by the Company and may otherwise deal with the Company (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Company any compensation, price, or other payment therefor which the Managing Member determines to be fair and reasonable.

(b) The Company may lend or contribute to its Subsidiaries or other Persons in which it has an equity investment, and such Persons may borrow funds from the Company, on terms and conditions established in the sole and absolute discretion of the Managing Member. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

(c) The Company may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as the Managing Member deems are consistent with this Agreement and applicable law.

(d) Except as expressly permitted by this Agreement, neither the Managing Member nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Company, directly or indirectly, except pursuant to transactions that are, in the Managing Member’s sole discretion, on terms that are fair and reasonable to the Company.

Article 7

BOOKS, RECORDS, AND REPORTS

7.1 Fiscal Year; Maintenance of Books and Records. The “Fiscal Year” of the Company shall be the taxable year of the Company for federal income tax purposes, which shall be the calendar year unless a different year is required by the Code. The Managing Member shall keep or cause to be kept at the principal office of the Company those records and documents required to be maintained by the Delaware Act and other books and records deemed by the Managing Member to be appropriate with respect to the Company’s business. The books of the Company shall be maintained for financial and tax reporting purposes, on an accrual basis in accordance with U.S. GAAP or such other basis as the Managing Member determines to be necessary or appropriate.

9

7.2 Financial Reports. Managing Member shall, at the expense of the Company, prepare such reports and timely deliver or make available to the Members such reports and information as shall be reasonably required by the Members to comply with their respective reporting requirements under applicable law and their respective organizational documents.

Article 8

TRANSFER OF MEMBERSHIP INTERESTS

8.1 Transfer of Membership Interests. The Membership Interest of each Member is personal property, and may be transferred or assigned only as provided in this Agreement. No Member shall sell, assign, transfer, mortgage, create a security interest in, charge or otherwise encumber, or contract to do or permit any of the foregoing all or any part of its Membership Interest, without the approval of the other Members, each acting in its sole and absolute discretion; provided that each Member may sell, assign or transfer its Membership Interest to any Affiliate of such Member or distribute its Membership Interest to its members, shareholders, unitholders or other direct or indirect owners of equity interests, as the case may be, in each case, in whole or in part, without the approval of the other Members.

Article 9

DISSOLUTION AND LIQUIDATION

9.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following:

(a) any event set forth in the Delaware Act; or

(b) the entry of a decree of judicial dissolution under the Delaware Act; or

(c) the unanimous written agreement of all the Members to dissolve the Company.

9.2 Liquidation and Termination of the Company.

(a) Winding Up. Following dissolution of the Company, the Company shall continue solely for the purpose of winding up the affairs of the Company. The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed in the manner provided in this Agreement and (ii) winding up of its business or affairs shall have been completed in the manner required by the Delaware Act.

(b) Liquidation Proceeds. The Company shall continue to allocate Profits and Losses and other “book” items and shall continue to and distribute cash or other property during the winding-up period in the same manner and the same priorities as provided for in Article 4 and Article 5. The proceeds from the liquidation of Company Property shall be applied in the following order:

(i) to pay or make reasonable provision for payment of creditors, in the order of priority as provided by law, to the payment of expenses of the winding-up, liquidation and termination of the Company, and to the establishment of such Reserves that Managing Member or the liquidator appointed under Section 9.3(c) may reasonably deem necessary, appropriate or desirable for any contingent, conditional, or unmatured liabilities, debts or obligations of the Company arising out of or in connection with the Company operations; and

10

(ii) to the Members in accordance with Section 5.2.

Where the distribution pursuant to this Section 9.2 consists both of cash (or cash equivalents) and non-cash assets distributed in accordance with Section 5.3 hereof, the cash (or cash equivalents) shall first be distributed, in a descending order, to fully satisfy each category starting with the most preferred category above. In the case of non-cash assets, the distribution values are to be based on the fair market value thereof as determined in good faith by the liquidator, and the shortest maturity portion of such non-cash assets (e.g., notes or other indebtedness) shall, to the extent such non-cash assets are readily divisible, be distributed, in a descending order, to fully satisfy each category above, starting with the most preferred category.

(c) Liquidator. The liquidator shall be Managing Member or such other Person as may be appointed by the Members. The liquidator is hereby irrevocably appointed as the true and lawful attorney in the name, place and stead of each of the Members, to make, execute, sign, acknowledge and file with respect to the Company all papers which shall be necessary or desirable to effect the dissolution and termination of the Company in accordance with the provisions of this Section 9.2. Notwithstanding the foregoing, each Member, upon the request of the liquidator, shall promptly execute, acknowledge and deliver all such documents, certificates and other instruments as the liquidator shall reasonably request to effectuate the proper dissolution and termination of the Company, including the winding up of the business of the Company.

Article 10

EXCULPATION AND INDEMNIFICATION

10.1 Exculpation. No Member shall be subject to any personal liability whatsoever, in tort, contract, or otherwise, to any Person in connection with Company Property or the affairs of the Company. To the maximum extent that Delaware law in effect from time to time permits limitation of the liability of managers or officers of a Delaware limited liability company, no present or former manager or officer or other agent of the Company or of any Company Subsidiary, shall be subject to any personal liability whatsoever in tort, contract or otherwise, to the Company, any Members, any trustees of any Members or holders of units of beneficial interests of any Members, or any other Person. All Persons shall look solely to Company Property for satisfaction of claims of any nature arising in connection with the affairs of the Company. The Managing Member shall, at all times, at the expense of the Company, maintain insurance for the protection of Company Property, its Members, managers and agents in such amount as the Managing Member shall deem adequate, in the exercise of their discretion, to cover all foreseeable liability to the extent available at reasonable rates. Neither the amendment nor repeal of this Section 10.1, nor the adoption or amendment of any other provision of this Agreement inconsistent with this Section 10.1, shall apply to or affect in any respect the applicability of the preceding sentences with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

10.2 Indemnification.

(a) The Managing Member and each Person appointed or employed by the Managing Member pursuant to Section 6.2, and the directors, officers, employees, managers and agents of the Managing Member and each such Person (each an “Indemnified Person” and collectively the “Indemnified Persons”), shall, to the fullest extent permitted by law, be indemnified out of Company Property and the assets of any Company Subsidiary against all claims, actions, liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by the Indemnified Persons in connection with the defense or disposition of any action, suit or other proceeding by the Company, the Liquidating Trust, the Sponsor Member or any other

11

Person, whether civil or criminal, in which the Indemnified Person may be involved or with which the Indemnified Person may be threatened: (i) in the case of the Managing Member or a Person appointed by the Managing Member pursuant to Section 6.2 while in office or thereafter, by reason of his being or having been such Managing Member employee or agent including, without limitation, in connection with or arising out of any action, suit or other proceeding based on any alleged breach of duty, neglect, error, misstatement, misleading statement, omission or act of any such Managing Member or Person in such capacity; and (ii) in the case of any director, officer, employee, manager or agent of any such Person, by reason of any such Person exercising or failing to exercise any right or power hereunder. The rights accruing to any Indemnified Person under these provisions shall not exclude any other right to which the Indemnified Person may be lawfully entitled; provided that no Indemnified Person may satisfy any right of indemnity or reimbursement granted herein, or to which the Indemnified Person may be otherwise entitled, except out of Company Property and the assets of any Company Subsidiary, and no Member shall be personally liable to any person with respect to any claim for indemnity or reimbursement or otherwise. The Managing Member may make advance payments in connection with indemnification under this Section 10.2, provided that the Indemnified Person shall have given a written undertaking to repay any amount advanced to the Indemnified Person and to reimburse the Company in the event that it is subsequently determined that the Indemnified Person is not entitled to such indemnification. The Managing Member shall cause the Company to purchase such insurance as they believe, in the exercise of their discretion, adequately insures that each Indemnified Person shall be indemnified against any such claims, actions, liabilities and expenses pursuant to this Section 10.2. Nothing contained herein shall restrict the right of the Managing Member to indemnify or reimburse such Indemnified Person in any proper case, even though not specifically provided for herein, nor shall anything contained herein restrict the right of any such Indemnified Person to contribution under applicable law.

(b) Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Company under this Section 10.2 shall (i) be in addition to any liability which the Company may otherwise have and (ii) inure to the benefit of such Indemnitee, its Affiliates and their respective members, managers, directors, officers, employees, agents and Affiliates and any successors, assigns, heirs and personal representatives of such Persons.

Article 11

MISCELLANEOUS PROVISIONS

11.1 Notices. Any notice, demand, request or report required or permitted to be given or made to a Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by certified first class United States mail, return receipt requested, nationally recognized overnight delivery service, electronic mail or facsimile transmission (with receipt confirmed) to the Member at the address set forth on Exhibit A or such other address of which the Member shall notify the Managing Member in writing. Notices to the Managing Member and the Company shall be delivered at or mailed to its principal office address set forth in Section 2.3. The Managing Member and the Company may specify a different address by notifying the other Members in writing of such different address.

11.2 Governing Law. This Agreement shall be construed according to the internal laws, and not the laws pertaining to choice or conflict of laws, of the State of Delaware.

11.3 Further Actions. Each of the Members agrees to execute, acknowledge and deliver such additional documents, and take such further actions, as may reasonably be required from time to time to carry out each of the provisions, and the intent, of the Agreement, and every agreement or document relating hereto, or entered into in connection herewith.

12

11.4 Survival of Rights. This Agreement shall be binding upon and, as to permitted or accepted successors, transferees and assigns, inure to the benefit of the Members and the Company and their respective heirs, legatees, legal representatives, successors, transferees and assigns, in all cases whether by the laws of descent and distribution, merger, reverse merger, consolidation, sale of assets, other sale, operation of law or otherwise.

11.5 Severability. In the event all or any part of any provision of this Agreement is declared by a court of competent jurisdiction to be void or unenforceable, such provision or part thereof so voided shall be deemed severed from this Agreement, and the balance of this Agreement shall remain in full force and effect.

11.6 Third Party Beneficiaries. Other than as expressly set forth herein with respect to Indemnitees, the provisions of this Agreement are solely for the purpose of defining the interests of the Members, inter se; and no other person, firm or entity (i.e., a party who is not a signatory hereto or a permitted successor to such signatory hereto) shall have any right, power, title or interest by way of subrogation or otherwise, in and to the rights, powers, title and provisions of this Agreement. No creditor or other third party having dealings with the Company shall have the right to enforce the right or obligation of any Member to make Capital Contributions or loans to the Company or to pursue any other right or remedy hereunder or at law or in equity. None of the rights or obligations, if any, of the Members herein set forth to make Capital Contributions or loans to the Company shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may any such rights or obligations be sold, transferred or assigned by the Company or pledged or encumbered by the Company to secure any debt or other obligation of the Company or any of the Members.

11.7 Partition. The Members agree that the Company Property that the Company may own or have an interest in is not suitable for partition. Each of the Members hereby irrevocably waives any and all rights that it may have to maintain any action for partition of any Company Property in which the Company may at any time have an interest.

11.8 Entire Agreement. This Agreement constitutes the entire agreement of the Members with respect to, and supersedes all prior written and oral agreements, understandings and negotiations with respect to, the subject matter hereof.

11.9 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

11.10 Amendments. The Managing Member, without the consent of the other Members, may amend this Agreement in any respect; provided that the following amendments shall require the consent of the holder of a majority of the Special Interests:

(a) any amendment that would adversely affect the economic rights of the holders of the Special Interests or the rights of the holders of the Special Interests to receive the distributions payable to them hereunder;

(b) any amendment that would alter the Company’s allocations of Profit and Loss to the holders of the Special Interests;

(c) any amendment that would impose on the holders of the Special Interests any obligation to make additional Capital Contributions to the Company; or

13

(d) any amendment that would adversely affect the exculpation, indemnification or liability of the Sponsor Member.

11.11 Counterparts. This Agreement may be executed in several counterparts, and all counterparts so executed shall constitute one Agreement, binding on all of the parties hereto, notwithstanding that all of the parties are not signatories to the original or the same counterpart.

[SIGNATURE PAGE TO FOLLOW]

14

IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Limited Liability Company Agreement as of the date first written above.

MANAGING MEMBER: DC INDUSTRIAL LIQUIDATING TRUST
By:	/s/ Joshua J. Widoff
Name:	Joshua J. Widoff
Title:	Executive Vice President, Secretary & General Counsel

SPONSOR MEMBER: INDUSTRIAL INCOME ADVISORS GROUP LLC
By	/s/ Gary M. Reiff
Name:	Gary M. Reiff
Title:	Executive Vice President & General Counsel

[Signature Page to Amended and Restated Limited Liability Company Agreement of

DC Liquidating Assets Holdco LLC]

APPENDIX A

DEFINED TERMS

As used in this Agreement, the following terms have the meanings set forth below:

“Administrative Expenses” means (i) all administrative and operating costs and expenses incurred by the Company, (ii) all administrative costs and expenses of the Managing Member, including any salaries or other payments to directors, officers or employees of the Managing Member and any accounting and legal expenses of the Managing Member and any amount paid to any Person engaged to perform administrative services on behalf of the Managing Member, all of which expenses, the Members have agreed, are expenses of the Company and not the Managing Member, and (iii) to the extent not included in clauses (i) or (ii) above, Liquidating Trust Expenses.

“Affiliate” or “Affiliated” means, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

“Agreement” means this Amended and Restated Limited Liability Company Agreement, including the Exhibits and Appendices to this Agreement, as it may hereafter be amended in accordance with its terms.

“Capital Account” has the meaning ascribed thereto in Section 3.4 of this Agreement.

“Capital Contribution” means, with respect to each Member, the total amount of cash, cash equivalents, and the agreed value of any Retained Property or other asset (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code Section 752) contributed or deemed to be contributed, as the context requires, to the Company by such Member pursuant to the terms of this Agreement. Any reference to the “Capital Contribution” of a Member shall include the Capital Contribution made by a predecessor holder of the Membership Interest of such Member.

“Carrying Value” means, with respect to any asset of the Company, the asset’s adjusted net basis for federal income tax purposes or, in the case of any asset contributed to the Company, the fair market value of such asset at the time of contribution, reduced by any amounts attributable to the inclusion of liabilities in basis pursuant to Section 752 of the Code, except that the Carrying Values of all assets may, at the discretion of the Managing Member, be adjusted to equal their respective fair market values (as determined by the Managing Member), in accordance with the rules set forth in Regulations Section 1.704-1(b)(2)(iv)(f), as provided for in Section 3.4. In the case of any asset of the Partnership that has a Carrying Value that differs from its adjusted tax basis, the Carrying Value shall be adjusted by the amount of depreciation, depletion and amortization calculated for purposes of the allocations of net Profit and net Loss pursuant to Article 4 hereof rather than the amount of depreciation, depletion and amortization determined for federal income tax purposes.

“Certificate of Formation” has the meaning ascribed thereto in the Recitals to this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended (or any corresponding provision or provisions of any succeeding law).

A-1

“Commission” means the Securities and Exchange Commission.

“Common Interests” has the meaning ascribed thereto in the Recitals to this Agreement.

“Company” has the meaning ascribed thereto in the Recitals to this Agreement.

“Company Minimum Gain” has the meaning ascribed thereto in Regulations Section 1.704-2.

“Company Property” means any assets of the Company, whether tangible or intangible, or any portion thereof.

“Control” (and the correlative terms “controlled by”, “controlling” and “under common control with”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the business and affairs of such Person, whether through the ownership of Voting Stock, by contract or otherwise.

“Delaware Act” has the meaning ascribed thereto in the Recitals to this Agreement.

“Depreciation” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to Company Property for such Fiscal Year; provided, however, that if the Gross Asset Value of Company Property differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year or period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or period bears to such beginning adjusted tax basis; provided further, however, that if the adjusted basis for federal income tax purposes of any Company Property at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the TMP.

“Fiscal Year” has the meaning ascribed thereto in Section 7.1.

“GAAP” means United States generally accepted accounting principles, consistently applied.

“Gross Asset Value” means, with respect to any Company Property, the Company Property’s adjusted basis for federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any Retained Property contributed by a Member to the Company shall be the fair market value of such Retained Property as reasonably determined by the TMP and the contributing Member;

(b) the Gross Asset Values of all Company Property shall be adjusted to equal their respective fair market values, as reasonably determined by the TMP, as of the following times: (i) the acquisition of any additional interests in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution, (ii) the distribution by the Company to a Member of more than a de minimis amount of Company Property as consideration for an interest in the Company, and (iii) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that the adjustments pursuant to clauses (i) and (ii) above shall be made only if the TMP determines, in its reasonable discretion, that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

A-2

(c) the Gross Asset Value of any Company Property distributed to any Member shall be adjusted to equal the fair market value, as reasonably determined by the TMP, of such Company Property on the date of distribution; and

(d) the Gross Asset Value of each Company Property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such Company Property pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Value shall not be adjusted pursuant to this clause (d) to the extent the TMP determines, in its reasonable discretion, that an adjustment pursuant to clause (b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d).

If the Gross Asset Value of any Company Property has been determined or adjusted pursuant to clauses (a), (b) or (d) of this definition, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such Company Property for purposes of computing Profit and Losses.

“IIT” has the meaning ascribed thereto in the Recitals to this Agreement.

“Indemnitees” has the meaning ascribed thereto in Section 10.2(a) of this Agreement.

“Initial LLC Agreement” has the meaning ascribed thereto in the Recitals to this Agreement.

“Liquidating Trust” has the meaning ascribed thereto in the preamble to this Agreement.

“Liquidating Trust Agreement” has the meaning ascribed thereto in the Recitals to this Agreement.

“Liquidating Trust Expenses” means (i) costs and expenses relating to the formation and continuity of existence and operation of the Liquidating Trust, including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer or employee of the Liquidating Trust, (ii) costs and expenses relating to any public offering and registration, or private offering, of units of beneficial interest by the Liquidating Trust and all statements, reports, fees and expenses incidental thereto, and any costs and expenses associated with any claims made by any holders of such units of beneficial interest, (iii) costs and expenses associated with any repurchase of any units of beneficial interest by the Liquidating Trust, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the Liquidating Trust under U.S. federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the Liquidating Trust with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the Liquidating Trust, (vii) costs and expenses incurred by the Liquidating Trust relating to the guarantee of any obligations of the Company or any of its Subsidiaries and (viii) all other operating or administrative costs of the Liquidating Trust incurred in the ordinary course of its business on behalf of or in connection with the Company.

“Managing Member” has the meaning ascribed thereto in the preamble to this Agreement.

“Member Nonrecourse Debt” has the meaning ascribed thereto in Regulations Section 1.704-2(b)(4).

A-3

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a nonrecourse liability of the Company, determined in accordance with Regulations Sections 1.704-2(i)(2) and (3).

“Member Nonrecourse Deductions” has the meaning ascribed thereto in Regulations Section 1.704-2(i)(2).

“Members” means, collectively, all Persons who hold Membership Interests, each in such Person’s capacity as a Member of the Company. Reference to a “Member” shall be to any one of the Members.

“Membership Interest” means an ownership interest in the Company representing a Capital Contribution by a Member or its predecessor in interest and includes any and all benefits to which the holder of such a Membership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

“Merger” has the meaning ascribed thereto in the Recitals to this Agreement.

“Merger Agreement” has the meaning ascribed thereto in the Recitals to this Agreement.

“Net Sales Proceeds” means, in the case of a transaction described in the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Managing Member, the Company, or any Property Company, including all real estate commissions, closing costs and legal fees and expenses and all indebtedness secured by a Retained Property or other asset that is the subject of such transaction and that is repaid or assumed in connection with such transaction. Net Sales Proceeds shall also include any amounts that the Managing Member determines, in its discretion, to be economically equivalent to proceeds of a Sale, including proceeds of any mortgage loan secured, directly or indirectly, by the Retained Properties, that are available for distribution to the Members after payment of expenses associated with the incurrence of such loan. Net Sales Proceeds shall not include any reserves established by the Managing Member in its sole discretion, unless and until such reserves are distributed to the Members.

“Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704-2(b)(I), and the amount of Nonrecourse Deductions for a Company taxable year shall be determined in accordance with the rules of Regulations Section 1.704-2(c).

(i) adjusted as set forth in Section 3.4 for all contributions and distributions during such year, and

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, unincorporated organization, governmental or regulatory body or other entity.

“Plan” has the meaning ascribed thereto in the Recitals to this Agreement.

“Profits” or “Losses” means, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss for such year or other period, determined in accordance with Section 703(a) of the Code (including all items of income or loss required to be stated separately under Section 703(a)(1) of the Code) with the following adjustments:

(a) Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures under Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profits and Losses, will be considered an item of expense;

A-4

(b) Gain or loss resulting from any disposition of any property of the Company as determined for federal income tax purposes, and that is recognized for such purposes will be computed by reference to the Gross Asset Value of such property notwithstanding that the adjusted tax basis of such property may differ from its Gross Asset Value;

(c) In lieu of depreciation, amortization or other cost recovery deductions taken into account in computing taxable income or loss, there will be taken into account depreciation for the taxable year or other period;

(d) Any items of deduction or loss specially allocated pursuant to Sections 4.2-4.5 shall not be considered in determining Profits or Losses;

(e) Any increase or decrease to Capital Accounts as a result of any adjustment to the Gross Asset Value of a Company asset pursuant to Regulations Section 1.704-1(b)(2)(iv)(f) shall constitute an item of increase or loss, as the case may be; and

(f) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses will be added to taxable income or loss.

“Property Company” means any Subsidiary of the Company that owns, directly or indirectly, an interest in one or more Retained Properties.

“Real Estate Holdco” has the meaning ascribed thereto in the Recitals to this Agreement.

“Regulations” means the Federal income tax regulations promulgated by the Treasury Department under the Code, as such regulations may be amended from time to time. All references herein to a specific Section of the Regulations shall be deemed also to refer to any corresponding provisions of succeeding Regulations.

“Regulatory Allocations” has the meaning ascribed thereto in Section 4.1(g).

“Reserves” means funds set aside by the Company as reserves in amounts that the Managing Member, in its sole discretion, deems reasonably necessary or prudent for payment of expenses not likely to be covered out of any other account of the Company.

“Retained Property” means any of the properties listed on Appendix B hereto.

“Sale” means any transaction or series of transactions whereby the Company, directly or indirectly through a Property Company, sells, grants, transfers, conveys, or relinquishes its ownership of any Retained Property or other material asset or portion thereof, including the lease of any Retained Property consisting of a building only, and including any event with respect to any Retained Property or other material asset which gives rise to a significant amount of insurance proceeds or condemnation awards.

“Special Interests” has the meaning ascribed thereto in the Recitals to this Agreement.

“Sponsor Member” has the meaning ascribed thereto in the preamble to this Agreement.

A-5

“Subsidiary” means any entity that with respect to another entity, would be treated as a consolidated subsidiary of such other entity according to GAAP.

“TMP” has the meaning ascribed thereto in the Section 4.2.

“Trustees” has the meaning ascribed thereto in the Recitals to this Agreement.

“Voting Stock” means capital stock issued by a corporation, partnership interests issued by a partnership, membership interests issued by a limited liability company, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

A-6

APPENDIX B

RETAINED PROPERTIES

Retained Property	Property Company	Location	City	State	Zip Code
Bluegrass DC II	IIT Bluegrass DC II LLC	NW corner of McFarland Parkway and McGinnis Ferry Road	Alpharetta	GA	30005
Redlands Distribution Center	IIT Redlands DC LP	NE Corner W. Lugonia and California St.	Redlands	CA	92374
Cajon DC	IIT Cajon DC LP	6207 N. Cajon Boulevard	San Bernardino	CA	92407
Lehigh Valley Crossing DC I	IIT Lehigh Valley Crossing DC I LLC	2929 Schoeneck Road	Macungie	PA	18062
Lehigh Valley Crossing DC II	IIT Lehigh Valley Crossing DC II LLC	3100 Alburtis Rd	Macungie	PA	18062
Lehigh Valley Crossing DC III	IIT Lehigh Valley Crossing DC III LLC	2918 Schoeneck Rd	Macungie	PA	18062
Tamarac Commerce Center II	IIT Tamarac Commerce Center II LLC	6201 North Nob Hill Rd	Tamarac	FL	33321
Tamarac Commerce Center III	IIT Tamarac Commerce Center III LLC	6900 Hiatus Rd	Tamarac	FL	33321
Miami DC III	IIT Miami DC III LLC	11001 NW 124th St	Medley	FL	33178
Miami DC III Land Bank	IIT Miami DC III Land LLC	10910 NW 124th St	Medley	FL	33178
Miami DC IV	IIT Miami DC IV LLC	11040 NW 124th St	Medley	FL	33178

EXHIBIT A

MEMBERS

Member (Name and Address)	Class of Membership Interest	% of Class
DC Industrial Liquidating Trust 518 17th Street, 17th Floor Denver, CO 80202 Attention: Dwight L. Merriman Chief Executive Officer Telephone No.: 303-226-9889 Facsimile No.: 303-869-4602	Common	100%
With copy to:
DC Industrial Liquidating Trust 518 17th Street, 17th Floor Denver, CO 80202 Attention: Josh Widoff Executive Vice President and General Counsel Telephone No.: 303-597-0483 Facsimile No.: 303-869-4602
Industrial Income Advisors Group LLC 518 17th Street, 17th Floor Denver, CO 80202 Attention: Evan Zucker Manager Telephone No.: 303-869-4600 Facsimile No.: 303-869-4602	Special	100%
With a copy to:
Industrial Income Advisors Group LLC 518 17th Street, 17th Floor Denver, CO 80202 Attention: Gary Reiff Executive Vice President and General Counsel Telephone No.: 303-597-0483 Facsimile No.: 303-869-4602

EX-10.4

EXHIBIT 10.4

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the 3rd day of November, 2015, by and among DC Industrial Liquidating Trust, a Maryland statutory trust (the “Trust”), and DC Liquidating Assets Holdco LLC, a Delaware limited liability company (“Holdco”), in favor of Industrial Income Trust Inc., a Maryland corporation (the “Company”). The Trust, Holdco and Company are sometimes referred to herein as a “Party” or collectively as the “Parties.”

W I T N E S S E T H

WHEREAS, the Company, Western Logistics II LLC, a Delaware limited liability company (“Merger Sub”), and Western Logistics LLC, a Delaware limited liability company (“Parent”), entered into that certain Agreement and Plan of Merger, dated July 28, 2015 (the “Merger Agreement”), providing for the merger of the Company with and into the Merger Sub in accordance with the terms thereof (the “Merger”);

WHEREAS, the Merger Agreement provides that, prior to consummation of the Merger, the Company will transfer its indirect ownership interests in the Retained Properties (as defined herein) to a limited liability company formed to complete, after the consummation of the transactions contemplated by the Merger Agreement, the development, lease-up, sale and distribution of the proceeds of the sale of the Retained Properties;

WHEREAS, the Company has caused the transfer to Holdco of its indirect ownership interests in the Retained Properties and, after certain contributions, distributions and assignments, the Company received a distribution of 100% of Holdco’s common membership interests;

WHEREAS, concurrently with the execution of this Agreement, pursuant to a Bill of Sale, Assignment, Acceptance and Assumption Agreement, the Company has transferred the Holdco common membership interests to the Trust and has received 100% of the units of beneficial interest in the Trust;

WHEREAS, prior to consummation of the Merger, the Company will distribute the units of beneficial interests in the Trust to the Company’s stockholders; and

WHEREAS, pursuant to Section 6.1(f) of the Merger Agreement, prior to the distribution of the units of beneficial interest in the Trust to the Company’s stockholders, the Trust and Holdco are required to agree to indemnify and hold harmless the Company, the Company Subsidiaries (other than the Trust, Holdco, and its subsidiaries), and their respective Representatives (other than the Trust, Holdco, and its subsidiaries) against certain claims, expenses, losses, damages, injury, penalties, settlement, award, obligation, Taxes, interest or any other liabilities (collectively, “Losses”) as set forth in such Section 6.1(f) of the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, and intending to be legally bound hereby, the Parties agree as follows:

1. Certain Definitions. As used in this Agreement, the following terms have the definitions hereinafter indicated:

“Retained Properties” means each real property (including all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property) set forth on Schedule A hereto.

“Third-Party Claim” means any assertion by a Person, other than the Company, Parent, or any of their Affiliates, of any claim, or the commencement by any such Person of any Action, against any Indemnified Party.

All other capitalized terms used without definition in this Agreement shall have the same meaning as given to such terms in the Merger Agreement.

2. Indemnification. Each of the Trust and Holdco (each, an “Indemnifying Party” and, collectively, the “Indemnifying Parties”), jointly and severally, shall indemnify and hold harmless the Company, the Company Subsidiaries (which, for the avoidance of doubt, do not include the Trust, Holdco or its subsidiaries) and their respective Representatives (which, for the avoidance of doubt, do not include the Trust, Holdco or its subsidiaries) (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”) against any and all Losses relating to, arising from, or in connection with the Retained Properties, the Excluded Property Transactions and the other transactions contemplated by Section 6.1(f) of the Merger Agreement.

3. Release. Each Indemnifying Party hereby unconditionally, irrevocably and forever releases, acquits and discharges the Indemnified Parties from, and covenants not to sue any of the Indemnified Parties for, any Losses (whether direct or indirect, known or unknown, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, asserted or unasserted, absolute or contingent, determined or conditional, express or implied, fixed or variable and whether vicarious, derivative, joint, several or secondary) relating to the Retained Properties, the Excluded Property Transactions and the other transactions contemplated by Section 6.1(f) of the Merger Agreement which such Indemnifying Party has or had or can, shall or may now or hereafter have against any of the Indemnified Parties.

2

4. Indemnification Procedures.

(a) If any Indemnified Party shall receive notice or otherwise learn of a Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Agreement, such Indemnified Party shall give such Indemnifying Party written notice thereof demanding indemnification therefor as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third-Party Claim. Any such notice (a “Claim Notice”) shall describe the Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to give notice as provided in this Section 4(a) shall not relieve the related Indemnifying Party of its obligations under this Agreement, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to give notice.

(b) The Indemnifying Parties shall be entitled, at their sole option, by written notice to the Indemnified Party (in accordance with Section 4) given within thirty (30) days after receipt of a Claim Notice, to assume the defense and control of such Third Party Claim; provided that (i) the assumption of the defense of any such Third Party Claim by the Indemnifying Parties shall constitute assumption by the Indemnifying Parties of full responsibility for all Losses resulting from any such Third Party Claim and (ii) unless the Indemnified Party gives specific written consent, the Indemnifying Party shall not be able to assume the defense of any Third Party Claim which involves (A) any claim to which the Indemnified Party reasonably believes could be detrimental to or injure the Indemnified Party’s reputation or future business prospects, (B) any non-monetary relief, damages or claims, (C) criminal allegations, or (D) a Third Party Claim, which upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend.

(c) If the Indemnifying Parties elect to assume the defense and control of a Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such Third Party Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party, except to the extent that (i) the employment of such separate counsel shall have been authorized in writing by the Indemnifying Parties in connection with the defense of such action or claim, (ii) the Indemnifying Parties shall not have delivered written notice of their intent to assume control of the defense of such Third Party Claim prior to the expiration of the thirty (30) day period, or (iii) such Indemnified Party shall have reasonably concluded that there may be defenses available to it which are contrary to, or in conflict with, those available to the Indemnifying Parties, in any of which events such reasonable and documented out-of-pocket fees and expenses of outside counsel for the Indemnified Party shall be borne by the Indemnifying Parties. Until such time as the Indemnifying Parties assume the defense and control of a Third Party Claim as provided in this Section 4, and if and to the extent the Indemnifying Parties decline or are barred from assuming the defense of the Third Party Claim under this Section 4, the Indemnified Party shall have the right to defend such Third Party Claim in such manner as it may deem appropriate, and the

3

Indemnified Party’s fees, costs and expenses (including reasonable and documented out-of-pocket fees and expenses of outside counsel) in connection with such defense will be borne by the Indemnifying Parties. Each of the Indemnified Party and the Indemnifying Parties shall, and shall cause each of its Affiliates and Representatives to, reasonably cooperate with the other in connection with any Third Party Claim.

(d) If the Indemnifying Parties have assumed the defense of a Third Party Claim in accordance with this Section 4, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim. The Indemnifying Parties shall not settle, compromise or consent to the entry of any judgment in any actual or threatened Third Party Claim in respect of which indemnification has been sought by an Indemnified Party hereunder unless such settlement, compromise or judgment (i) includes an unconditional release of such Indemnified Party from all liability arising out of such Third Party Claim, (ii) could not lead to any liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for such Third Party Claim on behalf of the Indemnified Party, or (iii) such Indemnified Party otherwise consents thereto. If the Indemnifying Parties do not elect to assume the defense and control of a Third Party Claim, the Indemnified Party shall have the right to contest, settle or compromise the Third Party Claim in its sole discretion and shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

(e) With respect to any Indemnification Claim for any matter not involving a Third Party Claim, if any Indemnified Party incurs a Loss for which it is entitled to be indemnified pursuant to Section 2, such Indemnified Party shall give a Claim Notice to each of the Indemnifying Parties as soon as reasonably practicable after the Indemnified Party becomes aware of the facts giving rise to such claim for indemnification (an “Indemnification Claim”) demanding indemnification therefor, but no later than 30 days after becoming aware of such facts. Any such Claim Notice shall describe the Indemnification Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to give notice as provided in this Section 3(e) shall not relieve the related Indemnifying Party of its obligations under this Agreement, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to give notice.

(f) With respect to any Indemnification Claim for any matter not involving a Third Party Claim and for any Indemnification Claim involving a Third-Party Claim for which the Indemnifying Parties have not timely elected to assume the defense and responsibility, if the Indemnifying Parties do not notify the Indemnified Party within thirty (30) days following the delivery of the applicable Claim Notice that the Indemnifying Parties dispute their liability to the Indemnified Party under Section 2, such claim specified in the Claim Notice shall be conclusively deemed a liability of the

4

Indemnifying Parties under Section 2, and the amount specified in the Claim Notice shall be payable by the Indemnifying Parties to the Indemnified Party on demand. If the Indemnifying Parties have timely disputed their liability with respect to such claim by responding to the Indemnified Party within thirty (30) days of the delivery of the Claim Notice (specifying that the Indemnifying Parties dispute the claim described in the Claim Notice and the basis of such dispute), the Indemnifying Parties and the Indemnified Party shall use commercially reasonable efforts to negotiate in good faith a resolution of such dispute for sixty (60) days after the conclusion of the thirty (30)-day response period. If the Indemnifying Parties and the Indemnified Party are not able to reach an agreement regarding the applicable Indemnification Claim by the end of such sixty (60)-day negotiation period, the Indemnified Party shall be free to pursue such remedies as may be available to such Party in accordance with Section 11 of this Agreement.

(g) Any amounts payable by the Indemnifying Parties to the Indemnified Party shall be (i) paid by wire transfer within five (5) Business Days and (ii) treated for all Tax purposes as an adjustment to the Merger Consideration paid pursuant to the Merger Agreement, unless otherwise required by applicable Law.

5. Notices. All notices, requests, claims, consents, demands and other communications under this Agreement shall be in writing and shall be deemed given on the date of actual delivery if delivered personally, sent by overnight courier (providing proof of delivery) to the Parties or sent by e-mail with a pdf attachment (providing confirmation of transmission) at the following addresses or e-mail addresses (or at such other address or e-mail addresses for a Party as shall be specified by like notice):

If to the Trust:

DC Industrial Liquidating Trust

518 Seventeenth Street, 17th Floor

Denver, CO 80202

Attention: Thomas G. McGonagle

Email: tmcgonagle@industrialincome.com

with copies (which shall not constitute notice) to:

DC Industrial Liquidating Trust

518 Seventeenth Street, 17th Floor

Denver, CO 80202

Attention: Joshua J. Widoff

Email: jwidoff@blackcreekcapital.com

Facsimile: (303) 869-4602

Hogan Lovells US LLP

555 Thirteenth Street, N.W.

Washington, DC 20004

Phone: (202) 637-5868

5

Facsimile: (202) 637-5910

Attn: David Bonser and Bruce Gilchrist

email: david.bonser@hoganlovells.com

bruce.gilchrist@hoganlovells.com

If to Holdco:

DC Liquidating Assets Holdco LLC

518 Seventeenth Street, 17th Floor

Denver, CO 80202

Attention: Thomas G. McGonagle

Email: tmcgonagle@industrialincome.com

with copies (which shall not constitute notice) to:

DC Liquidating Assets Holdco LLC

518 Seventeenth Street, 17th Floor

Denver, CO 80202

Attention: Joshua J. Widoff

Email: jwidoff@blackcreekcapital.com

Facsimile: (303) 869-4602

Hogan Lovells US LLP

555 Thirteenth Street, N.W.

Washington, DC 20004

Phone: (202) 637-5868

Facsimile: (202) 637-5910

Attn: David Bonser and Bruce Gilchrist

email: david.bonser@hoganlovells.com

bruce.gilchrist@hoganlovells.com

If to the Company:

c/o Global Logistic Properties Limited

501 Orchard Road #08-01 Wheelock Place

Singapore 238880

Attn: Ralf Wessel, Mark Tan & Alan Yang

email: rwessel@glprop.com; mhtan@glprop.com; ayang@glprop.com

and

c/o GLP US Management LLC

Two North Riverside Plaza, Suite 2350

Chicago, IL 60606

Attn: Neil Klein

email: nklein@glprop.com

6

with copies (which shall not constitute notice) to:

Morrison & Foerster LLP

2000 Pennsylvania Avenue, NW

Washington, DC 20006-1888

Attn: David P. Slotkin

email: DSlotkin@mofo.com

and

Morrison & Foerster (Singapore) LLP

50 Collyer Quay

#12-01 OUE Bayfront

Singapore 049321

Attn: Eric J. Piesner

email: EPiesner@mofo.com

6. Governing Law. This Agreement, and all claims or causes of actions (whether at Law, in contract or in tort) that may be based upon, arise out of or related to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the Laws of the State of Delaware without giving effect to its conflicts of laws principles (whether the State of Delaware or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Delaware).

7. Amendments; Waivers.

(a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all of the Parties, or in the case of a waiver, by the Party against whom the waiver is to be effective.

(b) No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as otherwise provided herein, no action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. Any term, covenant or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but only by a written notice signed by such Party expressly waiving such term or condition. The waiver by any Party of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

7

8. Entire Agreement. This Agreement, the Schedules hereto and the Merger Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof. To the extent there is an inconsistency between a provision in this Agreement and a provision in the Merger Agreement concerning the subject matter hereof, the provision of this Agreement controls.

9. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign, delegate or otherwise transfer, directly or indirectly, in whole or in part, any of its rights or obligations under this Agreement without the prior written consent of the relevant other Parties. Notwithstanding the foregoing, the Company may assign all or a portion of its rights or obligations under this Agreement to any Affiliate of Company or to any Person who acquires the Company and any Affiliate thereof; provided that no assignment, delegation or other transfer of rights by any Party under this Agreement shall relieve the assignor of any liability or obligation hereunder. Any attempted assignment, delegation or transfer in violation of this Section 9 shall be void.

10. Third Party Beneficiaries. Except for the Indemnified Parties, who shall be third party beneficiaries of this Agreement, or as otherwise provided herein, neither this Agreement nor any provision hereof is intended to confer upon any Person other than the Parties (and their successors and permitted assigns) any rights or remedies hereunder.

11. Jurisdiction. Each Party irrevocably agrees (a) to submit itself to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (and appellate courts thereof) (the “Delaware Courts”) for the purpose of any Action (whether based on contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or the transactions contemplated by this Agreement or the actions of the Parties in the negotiation, administration, performance and enforcement of this Agreement, (b) that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, (c) that it will not bring any Action relating to this Agreement or the transactions contemplated by this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement of this Agreement in any court other than the Delaware Courts, and (d) that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

12. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any present or future Law or public policy in any jurisdiction, as to that jurisdiction, (a) such term or other provision shall be fully

8

separable, (b) this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision had never comprised a part hereof, (c) all other conditions and provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or, unenforceable term or other provision or by its severance herefrom so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party, and (d) such terms or other provision shall not affect the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced in any jurisdiction, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

13. Titles. The titles of paragraphs and subparagraphs contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, electronic delivery or otherwise) to the other parties. Signatures to this Agreement transmitted by electronic mail in “portable document form” (“pdf”), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

[Signature page follows]

9

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

THE TRUST:
DC INDUSTRIAL LIQUIDATING TRUST
By:	/s/ Joshua J. Widoff
Name: Joshua J. Widoff
Title:  Executive Vice President, Secretary & General Counsel
HOLDCO:
DC LIQUIDATING ASSETS HOLDCO LLC
By: DC Industrial Liquidating Trust, its managing member
By:	/s/ Joshua J. Widoff
Name: Joshua J. Widoff
Title:  Executive Vice President, Secretary & General Counsel
THE COMPANY:
INDUSTRIAL INCOME TRUST INC.
By:	/s/ Joshua J. Widoff
Name: Joshua J. Widoff
Title:  Executive Vice President, Secretary & General Counsel

Schedule A

Retained Properties

Property Name	Property Owning Entity	Entities Being Transferred	Address Details
Bluegrass DC II	IIT Bluegrass DC II LLC	IIT Bluegrass DC II LLC	NW corner of McFarland Parkway and McGinnis Ferry Road	Alpharetta	GA	30005
Redlands Distribution Center	IIT Redlands DC LP	IIT Redlands DC LP & IIT Redlands DC GP LLC	NE Corner W. Lugonia and California St.	Redlands	CA	92374
Cajon DC	IIT Cajon DC LP	IIT Cajon DC LP & IIT Cajon DC GP LLC	6207 N. Cajon Boulevard	San Bernardino	CA	92407
Lehigh Valley Crossing DC I	IIT Lehigh Valley Crossing DC I LLC	IIT Lehigh Valley Crossing DC I LLC & IIT Lehigh Valley Crossing DC I Owner LLC & IIT Lehigh Valley Crossing DC I Owner Holdco LLC	2929 Schoeneck Road	Macungie	PA	18062
Lehigh Valley Crossing DC II	IIT Lehigh Valley Crossing DC II LLC	IIT Lehigh Valley Crossing DC II LLC & IIT Lehigh Valley Crossing DC II Owner LLC & IIT Lehigh Valley Crossing DC II Owner Holdco LLC	3100 Alburtis Rd	Macungie	PA	18062
Lehigh Valley Crossing DC III	IIT Lehigh Valley Crossing DC III LLC	IIT Lehigh Valley Crossing DC III LLC	2918 Schoeneck Rd	Macungie	PA	18062
Tamarac Commerce Center II	IIT Tamarac Commerce Center II LLC	IIT Tamarac Commerce Center II LLC	6201 North Nob Hill Rd	Tamarac	FL	33321

Tamarac Commerce Center III	IIT Tamarac Commerce Center III LLC	IIT Tamarac Commerce Center III LLC	6900 Hiatus Rd	Tamarac	FL	33321
Miami DC III	IIT Miami DC III LLC	IIT Miami DC III LLC	11001 NW 124th St	Medley	FL	33178
Miami DC III Land Bank	IIT Miami DC III Land LLC	IIT Miami DC III Land LLC	10910 NW 124th St	Medley	FL	33178
Miami DC IV	IIT Miami DC IV LLC	IIT Miami DC IV LLC	11040 NW 124th St	Medley	FL	33178

2

EX-10.5

EXHIBIT 10.5

FORM OF

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of                     , 2015 by and between DC Industrial Liquidating Trust, a Maryland statutory trust (the “Trust”), and                     , a trustee and/or officer of the Trust (the “Indemnitee”).

RECITALS

WHEREAS, the Trust was formed for the purpose of liquidating certain assets of Industrial Income Trust Inc. (“IIT”) in connection with the merger of IIT with and into Western Logistics II LLC as contemplated by that certain Agreement and Plan of Merger, dated as of July 28, 2015, by and among IIT, Western Logistics LLC and Western Logistics II LLC; and

WHEREAS, the interpretation of the provisions of statutes, regulations and governing instruments regarding indemnification of trustees and officers may be too uncertain to provide such trustees and officers with adequate notice of the legal, financial and other risks to which they may be exposed by virtue of their service as such; and

WHEREAS, damages sought against trustees and officers in litigation may be substantial, and the costs of defending such actions and of judgments in favor of plaintiffs or of settlement therewith may be prohibitive for individual trustees and officers, without regard to the merits of a particular action and without regard to the culpability of, or the receipt of improper personal benefit by, any named trustee or officer; and

WHEREAS, the long period of time which may elapse before final disposition of such litigation may impose undue hardship and burden on a trustee or officer or his estate in maintaining a proper and adequate defense of himself or his estate against claims for damages; and

WHEREAS, the Trust is organized under the Maryland Statutory Trust Act (the “Statutory Trust Act”), and Section 12-403 of the Statutory Trust Act empowers statutory trusts to indemnify and advance expenses of litigation to a person serving as a trustee, officer, employee or agent of a statutory trust; and

WHEREAS, the Amended and Restated Agreement and Declaration of Trust of the Trust (the “Trust Agreement”) provides that the Trust shall indemnify the Trustees, and each person appointed by the Trustees pursuant to the terms thereof, including the Advisor, and directors, officers, employees, managers and agents of each Trustee; and

WHEREAS, the Board of Trustees of the Trust (the “Board of Trustees”) has concluded that it is in the best interests of the Trust to enter into an agreement to indemnify in a reasonable and adequate manner the Indemnitee and to assume for itself maximum liability for expenses and damages in connection with claims lodged against him for his decisions and actions as a trustee and/or officer of the Trust; and

NOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties hereto, the parties agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

Section 1.1 “Applicable Legal Rate” shall mean a fixed rate of interest equal to the applicable federal rate for mid-term debt instruments as of the day that it is determined that the Indemnitee must repay any advanced expenses.

Section 1.2 “Beneficiaries” shall mean the holders of units of beneficial interests in the Trust.

Section 1.3 “Corporate Status” shall mean the status of a person who is or was a trustee, officer, employee or agent of the Trust, or a member of any committee of the Trust, and the status of a person who, while a trustee, officer, employee or agent of the Trust, is or was serving at the request of the Trust as a director, trustee, officer, partner (including service as a general partner of any limited partnership), manager, managing member, fiduciary, employee or agent of another foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, other incorporated or unincorporated entity or enterprise or employee benefit plan. As a clarification and without limiting the circumstances in which the Indemnitee may be serving at the request of the Trust, service by the Indemnitee shall be deemed to be at the request of the Trust if the Indemnitee serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, other incorporated or unincorporated entity or enterprise or employee benefit plan (a) of which a majority of the voting power or equity interest is owned directly or indirectly by the Trust or (b) the management of which is controlled directly or indirectly by the Trust.

Section 1.4 “Disinterested Trustee” shall mean a trustee of the Trust who neither is nor was a party to the Proceeding in respect of which indemnification and/or advance of Expenses is being sought by the Indemnitee.

Section 1.5 “Effective Date” shall mean the date set forth in the first paragraph of this Agreement.

Section 1.6 “Expenses” shall mean without limitation expenses of Proceedings including all attorneys’ fees, retainers, court costs, transcript costs, fees of experts, investigation fees and expenses, accounting and witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating or being or preparing to be a witness in or otherwise participating in a Proceeding. “Expenses” shall also include Expenses incurred in connection with any appeal resulting from any Proceeding including, without limitation, the premium for, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent.

2

Section 1.7 “Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of law of business entities and neither is, nor in the past five years has been, retained to represent: (a) the Trust or the Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements), or (b) any other party to or participant or witness in the Proceeding giving rise to a claim for indemnification or advance of Expenses hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Trust or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.

Section 1.8 “Liabilities” shall mean liabilities of any type whatsoever, including, without limitation, any judgments, fines, excise taxes and penalties under the Employee Retirement Income Security Act of 1974, as amended, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) in connection with the investigation, defense, settlement or appeal of any Proceeding or any claim, issue or matter therein.

Section 1.9 “Proceeding” shall mean any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Trust or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature, including any appeal therefrom, except one pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Trust and the Indemnitee. If the Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding, such situation shall also be considered a Proceeding.

ARTICLE II

TERMINATION OF AGREEMENT

This Agreement shall continue until the termination of the Trust.

ARTICLE III

SERVICE BY INDEMNITEE, NOTICE OF PROCEEDINGS

AND DEFENSE OF CLAIMS

Section 3.1 Notice of Proceedings. The Indemnitee shall notify the Trust promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the

3

Proceeding, but the Indemnitee’s failure to so notify the Trust shall not disqualify the Indemnitee from the right, or otherwise affect in any manner any right of the Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Trustee’s ability to defend in such proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Trust is thereby actually prejudiced.

Section 3.2 Defense of Claims. The Trust shall have the right to defend the Indemnitee in any Proceeding (except a Proceeding brought by the Indemnitee under Section 6.3 of this Agreement) which may give rise to indemnification hereunder; provided, however, that the Trust shall notify the Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 3.1 above. Notwithstanding the foregoing sentence, if in a Proceeding to which the Indemnitee is a party by reason of the Indemnitee’s Corporate Status, (a) the Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Trust, which approval shall not be unreasonably withheld, that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (b) the Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Trust, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest or potential conflict of interest exists between the Indemnitee and the Trust, or (c) if the Trust fails to assume the defense of such Proceeding in a timely manner, the Indemnitee shall be entitled to be represented by separate legal counsel of the Indemnitee’s choice, subject to the prior approval of the Trust, which shall not be unreasonably withheld, at the expense of the Trust. In addition, if the Trust fails to comply with any of its obligations under this Agreement or in the event that the Trust or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Indemnitee shall have the right to retain counsel of the Indemnitee’s choice, subject to the prior approval of the Trust, which shall not be unreasonably withheld, at the expense of the Trust (subject to Section 6.4 of this Agreement), to represent the Indemnitee in connection with any such matter.

Section 3.3 Settlement of Claims. The Trust shall not, without the prior written consent of the Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise which (a) includes an admission of fault of the Indemnitee, (b) does not include, as an unconditional term thereof, the full release of the Indemnitee from all Liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to the Indemnitee, or (c) would impose any Expense or Liability on Indemnitee.

ARTICLE IV

INDEMNIFICATION

Section 4.1 General. Upon the terms and subject to the limitations set forth in this Agreement, the Trust shall indemnify, and advance Expenses to, the Indemnitee (a) as provided in this Agreement and (b) to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to the Indemnitee hereunder based on Maryland law as in effect on the Effective Date. Subject to the limitations set forth in

4

this Agreement, the rights of the Indemnitee provided in this Section 4.1 shall include, without limitation, the rights set forth in the other sections of this Agreement, and any additional indemnification to which an Indemnitee may be entitled under the Trust Agreement, the Trust’s bylaws, as may be amended from time to time (the “Bylaws”), a resolution or other action by the Beneficiaries or Board of Trustees, an agreement or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

Section 4.2 Standard for Indemnification. Subject to the limitations in Section 4.4, if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be, made a party to any Proceeding, the Indemnitee shall be indemnified, to the full extent permitted by Maryland law, against all Liabilities and all Expenses actually and reasonably incurred by him or on his behalf in connection with any such Proceeding, including, without limitation, in connection with or arising out of any Proceeding based on any alleged breach of duty, neglect, error, misstatement, misleading statement, omission or act of the Indemnitee in his capacity as a trustee or officer of the Trust.

Section 4.3 Indemnification for Expenses as Witness. Subject to the limitations in Section 4.4, to the extent that the Indemnitee is or may be, by reason of the Indemnitee’s Corporate Status, made a witness or otherwise asked to participate in any Proceeding, whether instituted by the Trust or any other party, and to which the Indemnitee is not a party, he shall be advanced all reasonable Expenses and indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith within ten days after the receipt by the Trust of a statement or statements requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by the Indemnitee.

Section 4.4 Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Trust shall not be obligated under this Agreement to make any payment to the Indemnitee for indemnification with respect to any Proceeding:

(a) for any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Trust were offered or sold as to indemnification for violations of securities laws; or

(b) (i) that was by or in the right of the Trust and in which the Indemnitee is adjudged to be liable to the Trust; or (ii) brought by the Indemnitee unless: (1) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 6.4 of this Agreement, or (2) the Trust Agreement, the Bylaws, a resolution or other action by the Beneficiaries or of the Board of Trustees or an agreement approved by the Board of Trustees to which the Trust is a party expressly provide otherwise.

5

Section 4.5 Court-Ordered Indemnification. Subject to the limitations in Section 4.5, a court of appropriate jurisdiction, upon application of the Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances:

(a) if it determines the Indemnitee is entitled to reimbursement under Section 12-403 of the Statutory Trust Act, the court shall order indemnification, in which case the Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or

(b) if it determines that the Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Indemnitee has met the standards of conduct as required under Section 12-403 of the Statutory Trust Act, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Trust shall be limited to Expenses.

ARTICLE V

ADVANCEMENT OF EXPENSES

If by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be, made a party to any Proceeding, the Trust shall, without requiring a preliminary determination of the Indemnitee’s ultimate entitlement to indemnification hereunder, advance all reasonable Expenses incurred by or on behalf of the Indemnitee in connection with such Proceeding within ten days after the receipt by the Trust of a statement or statements requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Trust as authorized by law and by this Agreement has been met and a written undertaking (the “Undertaking”) by or on behalf of the Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to the Indemnitee, together with the Applicable Legal Rate of interest thereon, relating to claims, issues or matters in the Proceeding as to which it is subsequently determined that the Indemnitee is not entitled to such indemnification. To the extent that Expenses advanced to the Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Article V shall be an unlimited general obligation by or on behalf of the Indemnitee and shall be accepted without reference to the Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

6

ARTICLE VI

PROCEDURE FOR PAYMENT OF LIABILITIES;

DETERMINATION OF RIGHT TO INDEMNIFICATION

Section 6.1 Procedure for Payment. To obtain indemnification for Liabilities under this Agreement, the Indemnitee shall submit to the Trust a written request for payment, including with such request such documentation as is reasonably available to the Indemnitee and reasonably necessary to determine whether, and to what extent, the Indemnitee is entitled to indemnification and payment hereunder. The Indemnitee may submit one or more such requests from time to time and at such time(s) as the Indemnitee deems appropriate in his sole discretion. The officer of the Trust receiving any such request from the Indemnitee, promptly upon receipt of the request, shall advise the Board of Trustees, in writing, of such request.

Section 6.2 Determination of Entitlement to Indemnification. Upon written request by the Indemnitee for indemnification pursuant to Section 6.1 above, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) by the Board of Trustees by a majority vote of a quorum consisting of Disinterested Trustees or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Trustees consisting solely of one or more Disinterested Trustees, (ii) if Independent Counsel has been selected by the Board of Trustees in accordance with Maryland law and approved by the Indemnitee, which approval shall not be unreasonably withheld, by Independent Counsel, in a written opinion to the Board of Trustees, a copy of which shall be delivered to the Indemnitee or (iii) if so directed by a majority of the members of the Board of Trustees, by the Beneficiaries of the Trust. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within ten days after such determination. The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination in the discretion of the Board of Trustees or Independent Counsel if retained pursuant to clause (b)(ii) of this Section 6.2. Any Expenses incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Trust (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Trust shall indemnify and hold the Indemnitee harmless therefrom. The Trust shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.

Section 6.3 Remedies of Indemnitee.

(a) If (i) a determination is made pursuant to Section 6.2 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Article V of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 6.2 of this Agreement within 60 days after receipt by the Trust of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 4.3 of this Agreement within ten days after receipt by the Trust of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the Trust Agreement or Bylaws is not made within ten days after a determination has been made that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance of

7

Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 6.3(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by the Indemnitee to enforce his rights under Section 4.3 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Trust shall not oppose the Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In any judicial proceeding or arbitration commenced pursuant to this Section 6.3, the Indemnitee shall be presumed to be entitled to indemnification or advance of Expenses, as the case may be, under this Agreement and the Trust shall have the burden of proving that the Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 6.3, the Indemnitee shall not be required to reimburse the Trust for any advances pursuant to Article V of this Agreement until a final determination is made with respect to the Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Trust shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 6.3 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Trust is bound by all of the provisions of this Agreement.

(c) If a determination shall have been made pursuant to Section 6.2 of this Agreement that the Indemnitee is entitled to indemnification, the Trust shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 6.3, absent a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification.

Section 6.4 Expenses under this Agreement. In the event that the Indemnitee, pursuant to Section 6.3, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Trust, and shall be indemnified by the Trust for, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

Section 6.5 Interest. Interest shall be paid by the Trust to the Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Trust pays or is obligated to pay under Section 6.4 for the period commencing with the date on which the Indemnitee requests indemnification, reimbursement or advance of any Expenses and ending on the date such payment is made to the Indemnitee by the Trust.

8

ARTICLE VII

PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS

Section 7.1 Burden of Proof. In making a determination with respect to entitlement to indemnification hereunder, the person, persons, entity or entities making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if the Indemnitee has submitted a request for indemnification in accordance with Section 6.1 of this Agreement, and the Trust shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption.

Section 7.2 Effect of Other Proceedings. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a presumption that the Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

Section 7.3 Actions of Others. The knowledge and/or actions, or failure to act, of any other trustee, officer, agent or employee of the Trust or any other director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, other incorporated or unincorporated entity or enterprise or employee benefit plan shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement.

ARTICLE VIII

INSURANCE; COORDINATION OF PAYMENTS

The Trust will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board of Trustees, with the advice of counsel, covering the Indemnitee or any claim made against the Indemnitee by reason of his Corporate Status and covering the Trust for any indemnification or advance of Expenses made by the Trust to the Indemnitee for any claims made against the Indemnitee by reason of his Corporate Status. Without in any way limiting any other obligation under this Agreement, the Trust shall indemnify the Indemnitee for any payment by the Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all Liabilities and Expenses incurred by the Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence. The purchase, establishment and maintenance of any such insurance shall not in any way limit or affect the rights or obligations of the Trust or the Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Trust and the Indemnitee shall not in any way limit or affect the rights or obligations of the Trust under any such insurance policies. If, at the time the Trust receives notice from any source of a Proceeding to which the Indemnitee is a party or a participant (as a witness or otherwise), the Trust has director and officer liability insurance in effect, the Trust shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Trust shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

9

ARTICLE IX

MISCELLANEOUS

Section 9.1 Non-Exclusivity. The rights of the Indemnitee hereunder shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under any provision of law, the Trust Agreement, the Bylaws, any agreement, resolution or other action by the Beneficiaries or of the Board of Trustees, or otherwise, and to the extent that during the term of this Agreement the rights of the then-existing trustees and officers of the Trust are more favorable to such trustees or officers than the rights currently provided to the Indemnitee under this Agreement, the Indemnitee shall be entitled to the full benefits of such more favorable rights. Unless consented to in writing by the Indemnitee, no amendment, alteration, rescission or replacement of this Agreement or any provision hereof which would in any way limit the benefits and protections afforded to an Indemnitee hereby shall be effective as to such Indemnitee with respect to any action or inaction by such Indemnitee in the Indemnitee’s Corporate Status prior to such amendment, alteration, rescission or replacement, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration, rescission or replacement. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.

Section 9.2 Subrogation. In the event of any payment under this Agreement, the Trust shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Trust to bring suit to enforce such rights.

Section 9.3 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) if delivered by hand or by courier and receipted for by the party to whom said notice or other communication shall have been directed at the time indicated on such receipt; (ii) if by facsimile at the time shown on the confirmation of such facsimile transmission; or (iii) if by U.S. certified or registered mail, with postage prepaid, on the third business day after the date on which it is so mailed:

If to the Indemnitee, to:

518 17th street, 17th Floor

Denver, CO 80202

Facsimile No. (303) 869-4602

10

If to the Trust, to:

DC Industrial Liquidating Trust

518 17th street, 17th Floor

Denver, CO 80202

Attention: General Counsel

Facsimile No. (303) 869-4602

or to such other address as may have been furnished to the Indemnitee by the Trust or to the Trust by the Indemnitee, as the case may be.

Section 9.4 Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Maryland, without application of the conflict of laws principles thereof.

Section 9.5 Binding Effect. Except as otherwise provided in this Agreement, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Trust), shall continue to the extent provided in Article II above as to an Indemnitee who has ceased to be a trustee, officer, employee or agent of the Trust or a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, other incorporated or unincorporated entity or enterprise or employee benefit plan that such person is or was serving in such capacity at the request of the Trust, and shall inure to the benefit of the Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. The Trust shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Trust, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Trust would be required to perform if no such succession had taken place.

Section 9.6 Equitable Relief. The Trust and the Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause the Indemnitee irreparable harm. Accordingly, the parties hereto agree that the Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, the Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. The Indemnitee shall further be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith. The Trust acknowledges that, in the absence of a waiver, a bond or undertaking may be required of the Indemnitee by a court, and the Trust hereby waives any such requirement of such a bond or undertaking.

11

Section 9.7 Waiver. No termination, cancellation, modification, amendment, deletion, addition or other change in this Agreement, or any provision hereof, or waiver of any right or remedy herein, shall be effective for any purpose unless specifically set forth in a writing signed by the party or parties to be bound thereby. The waiver of any right or remedy with respect to any occurrence on one occasion shall not be deemed a waiver of such right or remedy with respect to such occurrence on any other occasion.

Section 9.8 Entire Agreement. This Agreement, constitutes the entire agreement and understanding among the parties hereto in reference to the subject matter hereof; provided, however, that the parties acknowledge and agree that the Trust Agreement and the Bylaws contains or may contain provisions on the subject matter hereof and that this Agreement is not intended to, and does not, limit the rights or obligations of the parties hereto pursuant to such Trust Agreement or Bylaws.

Section 9.9 Titles. The titles to the articles and sections of this Agreement are inserted for convenience of reference only and should not be deemed a part hereof or affect the construction or interpretation of any provisions hereof.

Section 9.10 Invalidity of Provisions. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Article, Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Article, Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 9.11 Pronouns and Plurals. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

Section 9.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together constitute one agreement binding on all the parties hereto. One such counterpart signed by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.

[Signature Page Follows.]

12

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

DC INDUSTRIAL LIQUIDATING TRUST
By:
	Name:
	Title:
INDEMNITEE

13

EXHIBIT A

FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED

The Board of Trustees of DC Industrial Liquidating Trust.

Re: Undertaking to Repay Expenses Advanced

Ladies and Gentlemen:

This undertaking is being provided pursuant to that certain Indemnification Agreement dated the          day of     , 2015, by and between DC Industrial Liquidating Trust and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to advancement of Expenses in connection with [Description of Proceeding] (the “Proceeding”).

Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.

I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. In consideration of the advance of Expenses by the Trust for reasonable attorneys’ fees and related Expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that I am not entitled to indemnification with respect to such Proceeding, then I shall promptly reimburse the portion of the Advanced Expenses, together with the Applicable Legal Rate of interest thereon, relating to the claims, issues or matters in the Proceeding as to which the foregoing finding has been established.

Signature

Name

Date

14

EX-10.6

EXHIBIT 10.6

CONSTRUCTION LOAN AGREEMENT

among

REDLANDS DC LP, a Delaware limited partnership, formerly known as IIT Redlands DC LP

CAJON DC LP, a Delaware limited partnership, formerly known as IIT Cajon DC LP

MIAMI DC III LLC, a Delaware limited liability company, formerly known as IIT Miami DC III LLC

MIAMI DC IV LLC, a Delaware limited liability company, formerly known as IIT Miami DC IV LLC

MIAMI DC III LAND LLC, a Delaware limited liability company, formerly known as IIT Miami DC III Land LLC

TAMARAC COMMERCE CENTER DC II LLC, a Delaware limited liability company, formerly known as IIT Tamarac Commerce Center II LLC

TAMARAC COMMERCE CENTER DC III LLC, a Delaware limited liability company, formerly known as IIT Tamarac Commerce Center III LLC

LEHIGH VALLEY CROSSING DC I LLC, a Delaware limited liability company, formerly known as IIT Lehigh Valley Crossing DC I LLC

LEHIGH VALLEY CROSSING DC II LLC, a Delaware limited liability company, formerly known as IIT Lehigh Valley Crossing DC II LLC

LEHIGH VALLEY CROSSING DC III LLC, a Delaware limited liability company, formerly known as IIT Lehigh Valley Crossing DC III LLC

BLUEGRASS DC II LLC, a Delaware limited liability company, formerly known as IIT Bluegrass DC II LLC

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

Dated as of November 4, 2015,

Loan No. 1015003

TABLE OF CONTENTS

		Page
ARTICLE 1.	DEFINITIONS		1
1.1	DEFINED TERMS		1
ARTICLE 2.	LOAN		13
2.1	LOAN		13
2.2	PURPOSE		13
2.3	GRANT OF SECURITY INTEREST IN REAL PROPERTY		13
2.4	GRANT OF SECURITY INTEREST IN ACCOUNTS; APPLICATION OF FUNDS		13
2.5	ADDITIONAL SECURITY INTEREST		14
2.6	LOAN FEE		14
2.7	LOAN DOCUMENTS		14
2.8	EFFECTIVE DATE		14
2.9	MATURITY DATE		14
2.10	PREPAYMENT		14
2.11	FULL REPAYMENT AND RECONVEYANCE, SATISFACTION OR RELEASE		14
2.12	PARTIAL RELEASES		14
2.13	OPTION TO EXTEND		16
2.14	RECOURSE		17
ARTICLE 3.	DISBURSEMENT		17
3.1	CONDITIONS PRECEDENT		17
3.2	ACCOUNT AND DISBURSEMENT AUTHORIZATION		21
3.3	FUNDS TRANSFER DISBURSEMENTS		22
3.4	LOAN DISBURSEMENTS		22
3.5	REALLOCATIONS		23
3.6	WITHHOLDING OF ADVANCES; RETENTION		24
3.7	TENANT IMPROVEMENTS / LEASING COMMISSIONS		24
3.8	INTEREST RESERVE ADVANCES		25
3.9	LENDER’S OPTIONAL DISBURSEMENTS		25
ARTICLE 4.	CONSTRUCTION		25
4.1	COMMENCEMENT OF CONSTRUCTION		25
4.2	COMPLETION OF CONSTRUCTION		25
4.3	FORCE MAJEURE		25
4.4	CONSTRUCTION AGREEMENT		25
4.5	ARCHITECT’S AND DESIGN PROFESSIONAL’S AGREEMENT		26
4.6	PLANS AND SPECIFICATIONS		26

-i- Loan No. 1015003

TABLE OF CONTENTS

(Continued)

		Page
4.7	CONTRACTOR/CONSTRUCTION INFORMATION		27
4.8	PROHIBITED CONTRACTS		27
4.9	LIENS AND NOTICES		27
4.10	CONSTRUCTION RESPONSIBILITIES		28
4.11	ASSESSMENTS AND COMMUNITY FACILITIES DISTRICTS		28
4.12	DELAY		28
4.13	INSPECTIONS		28
4.14	SURVEYS		29
4.15	IN BALANCE PAYMENTS		29
ARTICLE 5.	INSURANCE		29
5.1	TITLE INSURANCE		29
5.2	PROPERTY INSURANCE		29
5.3	FLOOD HAZARD INSURANCE		29
5.4	LIABILITY INSURANCE		29
5.5	OTHER COVERAGE		30
5.6	GENERAL		30
5.7	COLLATERAL PROTECTION INSURANCE NOTICE		30
ARTICLE 6.	REPRESENTATIONS AND WARRANTIES		30
6.1	AUTHORITY/ENFORCEABILITY		30
6.2	BINDING OBLIGATIONS		30
6.3	FORMATION AND ORGANIZATIONAL DOCUMENTS		30
6.4	NO VIOLATION		31
6.5	COMPLIANCE WITH LAWS; USE		31
6.6	LITIGATION		31
6.7	FINANCIAL CONDITION		31
6.8	NO MATERIAL ADVERSE CHANGE		31
6.9	LOAN PROCEEDS AND ADEQUACY		32
6.10	ACCURACY		32
6.11	TAX LIABILITY		32
6.12	UTILITIES		32
6.13	COMPLIANCE		32
6.14	AMERICANS WITH DISABILITIES ACT COMPLIANCE		32
6.15	BUSINESS LOAN		32
6.16	TAX SHELTER REGULATIONS		32
6.17	FULL FORCE AND EFFECT		32

-ii- Loan No. 1015003

TABLE OF CONTENTS

(Continued)

		Page
6.18	NO SUBORDINATION		32
6.19	PERMITS; FRANCHISES		33
6.20	OTHER OBLIGATIONS		33
6.21	LEASES		33
6.22	MATERIAL CONTRACTS		33
6.23	SANCTIONS		33
6.24	PROJECT INFORMATION		33
6.25	REAFFIRMATION AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES		33
ARTICLE 7.	REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING SPECIAL PURPOSE ENTITY STATUS		34
7.1	REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING SPECIAL PURPOSE ENTITY (“SPE”) STATUS		34
ARTICLE 8.	HAZARDOUS MATERIALS		35
8.1	HAZARDOUS MATERIALS INDEMNITY AGREEMENT		35
ARTICLE 9.	COVENANTS OF BORROWERs		35
9.1	EXPENSES		35
9.2	ERISA COMPLIANCE		36
9.3	LEASING		36
9.4	APPROVAL OF LEASES		36
9.5	SNDA Delivery		37
9.6	DISTRIBUTIONS		37
9.7	SUBDIVISION MAPS		37
9.8	SECURITY DEPOSITS		37
9.9	GOVERNMENTAL COMPLIANCE		38
9.10	ASSIGNMENT		38
9.11	MANAGEMENT AND LEASING OF PROPERTIES		38
9.12	SUBORDINATION OF MANAGEMENT AGREEMENT		38
9.13	SUBORDINATION OF LISTING AGREEMENT		38
9.14	MANAGER		38
9.15	DEVELOPMENT OF PROPERTIES		39
9.16	SWAP AGREEMENTS		39
9.17	SUBORDINATION OF DEVELOPMENT AGREEMENT		39
9.18	PROPERTY TRANSFERS		39
9.19	EQUITY TRANSFERS		39
9.20	CERTIFICATES OF OWNERSHIP		40

-iii- Loan No. 1015003

TABLE OF CONTENTS

(Continued)

		Page
9.21	ACCOUNTS AND CASH FLOW		40
9.22	ADDITIONAL DEBT AND SEPARATE GUARANTY		41
9.23	EXISTENCE		41
9.24	TAXES AND OTHER LIABILITIES		41
9.25	NOTICE		41
9.26	ACTIONS TO MAINTAIN PROPERTY		42
9.27	MATERIAL CONTRACTS		42
9.28	INSURANCE		42
9.29	FURTHER ASSURANCES		42
ARTICLE 10.	REPORTING COVENANTS		42
10.1	FINANCIAL INFORMATION		42
10.2	TAX RETURNS		43
10.3	BOOKS AND RECORDS		43
10.4	REPORTS		43
10.5	LEASING REPORTS		43
10.6	OPERATING STATEMENTS FOR PROPERTIES		43
10.7	PROJECTED FINANCIAL STATEMENTS AND OTHER INFORMATION		43
ARTICLE 11.	DEFAULTS AND REMEDIES		43
11.1	DEFAULT		43
11.2	ACCELERATION UPON DEFAULT; REMEDIES		46
11.3	DISBURSEMENTS TO THIRD PARTIES		46
11.4	LENDER’S COMPLETION OF CONSTRUCTION		46
11.5	LENDER’S RIGHT TO STOP CONSTRUCTION		47
11.6	SET OFF		47
11.7	RIGHTS CUMULATIVE, NO WAIVER		47
ARTICLE 12.	MISCELLANEOUS PROVISIONS		47
12.1	INDEMNITY		47
12.2	FORM OF DOCUMENTS		48
12.3	NO THIRD PARTIES BENEFITED		48
12.4	NOTICES		48
12.5	ATTORNEY-IN-FACT		49
12.6	ACTIONS		49
12.7	RIGHT OF CONTEST		49
12.8	RELATIONSHIP OF PARTIES		49
12.9	DELAY OUTSIDE LENDER’S CONTROL		49

-iv- Loan No. 1015003

TABLE OF CONTENTS

(Continued)

			Page
12.10	ATTORNEYS’ FEES AND EXPENSES; ENFORCEMENT			49
12.11	IMMEDIATELY AVAILABLE FUNDS			50
12.12	LENDER’S CONSENT			50
12.13	LOAN SALES AND PARTICIPATION; DISCLOSURE OF INFORMATION			50
12.14	CAPITAL ADEQUACY			50
12.15	LENDER’S AGENTS			51
12.16	TAX SERVICE			51
12.17	WAIVER OF RIGHT TO TRIAL BY JURY			51
12.18	SEVERABILITY			51
12.19	HEIRS, SUCCESSORS AND ASSIGNS			51
12.20	TIME			51
12.21	HEADINGS			51
12.22	GOVERNING LAW AND CONSENT TO JURISDICTION			52
12.23	GOVERNMENTAL COMPLIANCE			52
12.24	INTENTIONALLY DELETED			52
12.25	COUNTERPARTS			52
12.26	IIT			52
12.27	INTEGRATION; INTERPRETATION			52
12.28	TAX SHELTER MATTERS			52
12.29	NO WAIVER			53
12.30	JOINT AND SEVERAL LIABILITY			53
12.31	ELECTRONIC TRANSMISSION OF DATA			53
12.32	POWERS OF ATTORNEY			53
12.33	RULES OF CONSTRUCTION			53
12.34	USE OF SINGULAR AND PLURAL; GENDER			54
12.35	EXHIBITS, SCHEDULES AND RIDERS			54
12.36	INCONSISTENCIES			54
12.37	ADVERTISING; SIGNS			54
12.38	SPECIAL REPRESENTATIONS, CONSENTS AND WAIVERS CONCERNING CO-BORROWERS			54
SCHEDULE 1	-	BORROWERS AND PROPERTIES
SCHEDULE 2	-	BANK OF AMERICA LETTERS OF CREDIT
SCHEDULE 2.10	-	ALLOCATED LOAN AMOUNTS
SCHEDULE 6.3	-	ORGANIZATIONAL CHART
SCHEDULE 6.6	-	LITIGATION
SCHEDULE 6.22	-	LEASES
EXHIBIT A	-	PROPERTIES

-v- Loan No. 1015003

TABLE OF CONTENTS

(Continued)

			Page
EXHIBIT A-1	-	REDLANDS PROPERTY
EXHIBIT A-2	-	CAJON PROPERTY
EXHIBIT A-3	-	MIAMI III PROPERTY
EXHIBIT A-4	-	MIAMI IV PROPERTY
EXHIBIT A-5	-	MIAMI III LAND PROPERTY
EXHIBIT A-6	-	TAMARAC COMMERCE CENTER II PROPERTY
EXHIBIT A-7	-	TAMARAC COMMERCE CENTER III PROPERTY
EXHIBIT A-8	-	LEHIGH VALLEY I PROPERTY
EXHIBIT A-9	-	LEHIGH VALLEY II PROPERTY
EXHIBIT A-10	-	LEHIGH VALLEY III PROPERTY
EXHIBIT A-11	-	BLUEGRASS II PROPERTY
EXHIBIT B	-	DOCUMENTS
EXHIBIT C	-	LOAN BUDGET
EXHIBIT D	-	DISBURSEMENT PLAN
EXHIBIT E	-	DISBURSEMENT INSTRUCTION AGREEMENT
EXHIBIT F	-	DESIGN PROFESSIONAL’S CONSENT FORM
EXHIBIT G	-	CONTRACTOR’S CONSENT FORM
EXHIBIT H	-	OPTION TO EXTEND REQUEST LETTER FROM BORROWER
EXHIBIT I	-	PROPERTY LEVEL BUDGET

-vi- Loan No. 1015003

CONSTRUCTION LOAN AGREEMENT

This CONSTRUCTION LOAN AGREEMENT (“Agreement”) is dated as of November 4, 2015, by and among REDLANDS DC LP, a Delaware limited partnership, formerly known as IIT Redlands DC LP, CAJON DC LP, a Delaware limited partnership, formerly known as IIT Cajon DC LP, MIAMI DC III LLC, a Delaware limited liability company, formerly known as IIT Miami DC III LLC, MIAMI DC IV LLC, a Delaware limited liability company, formerly known as IIT Miami DC IV LLC, MIAMI DC III LAND LLC, a Delaware limited liability company, formerly known as IIT Miami DC III Land LLC, TAMARAC COMMERCE CENTER DC II LLC, a Delaware limited liability company, formerly known as IIT Tamarac Commerce Center II LLC, TAMARAC COMMERCE CENTER DC III LLC, a Delaware limited liability company, formerly known as IIT Tamarac Commerce Center III LLC, LEHIGH VALLEY CROSSING DC I LLC, a Delaware limited liability company, formerly known as IIT Lehigh Valley Crossing DC I LLC, LEHIGH VALLEY CROSSING DC II LLC, a Delaware limited liability company, formerly known as IIT Lehigh Valley Crossing DC II LLC, LEHIGH VALLEY CROSSING DC III LLC, a Delaware limited liability company, formerly known as IIT Lehigh Valley Crossing DC III LLC, BLUEGRASS DC II LLC, a Delaware limited liability company, formerly known as IIT Bluegrass DC II LLC (each, a “Borrower” and collectively, the “Borrowers”), jointly and severally, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).

R E C I T A L S

A. Borrowers desire to borrow from Lender, and Lender agrees to loan to Borrowers, the extension of credit for which provision is made herein.

B. Borrowers collectively own that certain portfolio of real property listed on Schedule 1 and described more particularly in Exhibit A attached hereto, together with all buildings, appurtenances, fixtures, and improvements now or hereafter located thereon, including, without limitation, the Construction Improvements defined herein (each, a “Property” and collectively, the “Properties”).

C. Borrowers have requested that proceeds of the loan be used for, among other things, (i) completing the construction of Bluegrass Valley II Property and the Lehigh Valley II Property (collectively, the “Construction Improvements”), (ii) the General Uses (as hereinafter defined) and (iii) the Closing Date Uses (as hereinafter defined).

NOW, THEREFORE, Borrower and Lender agree as follows:

ARTICLE 1. DEFINITIONS

1.1 DEFINED TERMS. The following capitalized terms generally used in this Agreement shall have the meanings defined or referenced below. Certain other capitalized terms used only in specific sections of this Agreement are defined in such sections.

“Account Funds” – means all sums now or hereafter on deposit in or payable or withdrawable from any of the Accounts.

“Accounts” – means the Collection Account, Lockbox Account, Operating Account, Security Deposit Account, any subaccounts created thereunder and all other accounts with Lender created hereunder and under the other Loan Documents from time to time.

“ADA” - means the Americans with Disabilities Act, 42 U.S.C. §§ 12101, et. seq., as now or hereafter amended or modified.

1 Loan No. 1015003

“Advisory Agreement” – mean that certain Management Services Agreement dated November 4, 2015, by and among Holdco, the Trust and DC Liquidating Trust Advisor LLC.

“Affiliate” or “affiliate” - means, as to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries Controls or is Controlled by or is under common Control with such Person, (b) any Person owning or Controlling forty nine percent (49%) or more of the outstanding voting securities of or other ownership interests in such Person, (c) if such Person is an individual, an entity for which such Person directly or indirectly acts as an officer, director, partner, owner or member, (d) any entity in which such Person (together with the members of his family if the Person in question is an individual) owns, directly or indirectly through one or more intermediaries an interest in any class of stock (or other beneficial interest in such entity) of forty-nine percent (49%) or more, or (e) with respect to any Obligor, any other Obligor.

“Agreement” - has the meaning ascribed to such term in the preamble hereto.

“Allocated Loan Amount” – means the amount of the Loan allocated to each Property as set forth on Schedule 2.10. Upon any partial prepayment of the principal amount of the Loan pursuant to the terms of this Agreement, such prepaid amounts shall thereafter be allocated by Lender among the Properties pro rata (based on the Allocated Loan Amounts set forth for each Property) and shall reduce the same accordingly; provided that, upon a Partial Release pursuant to Section 2.12 or in connection with the application of insurance or condemnation proceeds, such prepaid amount shall first be applied to reduce in its entirety the Allocated Loan Amount with respect to the applicable Property released or subject to such insurance or condemnation proceeds, and then allocated pro rata among the remaining Properties.

“Applicable Law” – means all constitutions, statutes, rules, regulations and orders of any Governmental Authority, including all orders and decrees of all courts, tribunals and arbitrators applicable to each Borrower, Guarantor, each Property, or Lender, as the context requires.

“Appraisal” – means a written appraisal regarding a Property prepared in conformance with the requirements of FIRREA, as well as any other applicable rules and/or regulations from any and all applicable Governmental Authorities.

“Approved Lease Form” – means, subject to Section 9.4, the standard lease form approved by Lender prior to the Effective Date, as amended and approved by Lender from time to time thereafter.

“Approved Leases” - means any Lease that has been approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed. A Lease shall be deemed, without Lender’s express approval thereof, to be an Approved Lease (a “Deemed Approved Lease”) if it is either: (i) a Lease existing as of the Effective Date, or (ii) satisfies the following requirements: (A) (1) it is on the Approved Lease Form without any material changes, including, without limitation, any material changes to the form estoppel, subordination, attornment and mortgagee protection provisions contained within the Approved Lease Form, or (2) it is on a lease form required by a national or other credit tenant provided that such form does not include any purchase option or expansion option rights in favor of the applicable tenant; (B) the tenant subject to such Lease is not an Affiliate of any Borrower or Guarantor; (C) the leased premises under such Lease is less than the greater of (1) 25,000 net rentable square feet and (2) twenty-five percent (25%) of the net rentable square feet of the building in which such premises is located; (D) such Lease has a lease term of at least thirty-six (36) months; and (E) such Lease has a Net Effective Rent at ninety percent (90%) or more of the Net Effective Rent used in the financial proforma contained in the Appraisal used by Lender in approving this Loan. Notwithstanding the foregoing, any Lease (including any renewals or material modifications or amendments) for all or any part of the Redlands Property and/or Cajon Property shall in all cases require the consent of Lender.

2 Loan No. 1015003

“Architect” – means, collectively, the Bluegrass Valley II Architect and the Lehigh Valley II Architect.

“Architect’s Agreement” – means, collectively, (i) with respect to the Bluegrass Valley II Property, the agreement for architectural services, dated February 10, 2015, by and between the Bluegrass Valley II Borrower and the Bluegrass Valley II Architect and (ii) with respect to the Lehigh Valley II Property, the agreement for architectural services to be entered into by and between the Lehigh Valley II Borrower and the Lehigh Valley II Architect.

“Bank of America Letters of Credit” – means one or more letters of credits or similar instructions currently issued by Bank of America, N.A. upon the application of a Borrower, upon which a Borrower is an account party or for which a Borrower is in any way liable, which letters of credit are more particularly set forth on Schedule 2.

“Bankruptcy Code” - means the Bankruptcy Reform Act of 1978 (11 U.S.C. § 101-1330) as now or hereafter amended or recodified.

“Bluegrass Valley II Architect” – Randall-Paulson Architects, Incorporated.

“Bluegrass Valley II Borrower” – the Borrower that owns the Bluegrass Valley II Property.

“Bluegrass Valley II General Contractor” – The Conlan Company.

“Bluegrass Valley II Property” – means the Property more particularly described on Exhibit A-11 attached hereto as being the “Bluegrass Valley II Property.”

“Borrower” – has the meaning ascribed to such term in the preamble hereto.

“Borrowers Cash Management Agreement” – means the Cash Management Agreement between Borrowers and Lender, dated as of the date hereof (as the same may be amended, restated, supplemented or modified from time to time).

“Borrowing Group” - means, individually and collectively: (a) each Borrower, (b) the Guarantor, and (c) any officer, director or other person or entity acting on behalf of any Borrower or Guarantor with respect to the Loan.

“Borrowers’ Equity Requirement” - means the equity contribution by Borrowers in an amount no less than One Hundred Four Million and No/100ths Dollars ($104,000,000.00).

“Borrowers’ Funds” - means all funds of Borrower deposited in the Borrowers’ Funds subaccount of the Guarantor Reserve Account pursuant to the terms of this Agreement.

“Business Day” - means any day, except a Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to close. Unless specifically referenced in this Agreement as a Business Day, all references to “days” shall be to calendar days.

“Cajon Property” – means the Property more particularly described on Exhibit A-2 attached hereto as being the “Cajon Property.”

“Close-Out Agreements” – means any construction related agreements entered into by any Borrower (other than the Construction Borrowers) for which the work has been completed but for which all payments have not been made as of the Effective Date.

3 Loan No. 1015003

“Closing Date Uses” – shall mean the following purposes for which the Loan proceeds may be used in connection with the closing of the Loan: (i) the Spin-Off, (ii) certain fees, costs and expenses agreed to by Lender in connection with the closing of the Loan, (iii) the Special Distribution, (iv) funding the Guarantor Reserve Account and Master Operating Account in accordance with the terms of this Agreement, and (v) funding the L/C Cash Collateral Amount into the L/C Cash Collateral Account.

“Collateral” – has the meaning ascribed to such term in the applicable Security Instrument.

“Collection Account” – shall have the meaning given to such term in the Borrowers Cash Management Agreement.

“Commitment Amount” – has the meaning ascribed to such term in Section 2.1, as adjusted pursuant to the terms of this Agreement.

“Complete”, “Completed” or “Completion” - means completion of the Construction Improvements, which shall be deemed to have occurred, with respect to such portion thereof upon: (i) Lender’s receipt of a written statement or certificate executed by the applicable Architect designated or shown on the applicable Plans and Specifications approved by Lender certifying, without qualification or exception (other than punchlist items), that the applicable portion of the shell Construction Improvements are completed; (ii) Lender’s receipt of all temporary or permanent certificates of occupancy or other comparable governmental approvals which are required for the applicable portion of the Construction Improvements by the local government agency having jurisdiction and authority to issue such certificates of occupancy or other approvals; and (iii) the expiration of the statutory period(s) within which valid mechanic’s liens, materialman’s liens affidavits or notices may be recorded and/or served by reason of the construction or renovation of the applicable portion of the Construction Improvements, or, alternatively, Lender’s receipt of valid, unconditional releases thereof from the applicable General Contractor and all Material Subcontractors.

“Constituent Entity” – means any (i) member of any Borrower or Guarantor, and (ii) corporation, limited liability company, partnership, trust, or other type of business organization included in the signature for any Borrower or Guarantor that is contained in any of the Loan Documents or where consent, approval or other authorization is required for any Borrower’s or Guarantor’s execution of any Loan Documents.

“Construction Agreement” – means, as applicable: (i) with respect to the Bluegrass Valley II Property, the agreement for construction services, dated August 18, 2015, by and between the Bluegrass Valley II Borrower and the Bluegrass Valley II General Contractor, (ii) and with respect to the Lehigh Valley II Property, the agreement for construction services to be entered into by and between the Lehigh Valley II Borrower and the Lehigh Valley II General Contractor and (iii) any other construction agreements related to the construction of Tenant Improvements between Borrower, as the owner, and any Contractor.

“Construction Borrowers” – means the applicable Borrower that owns each of the Bluegrass Valley II Property and Lehigh Valley II Property.

“Construction Improvements” – has the meaning ascribed to such term in the Recitals.

“Construction Property” – shall mean each of the Bluegrass Valley II Property and the Lehigh Valley II Property.

“Construction Properties” – shall mean, collectively, the Bluegrass Valley II Property and the Lehigh Valley II Property.

4 Loan No. 1015003

“Contractor” - means a contractor, acceptable to Lender, who will construct all or any portion of the Tenant Improvements.

“Control” – means, with respect to any Person, (i) the ownership, directly or indirectly, of at least ten percent (10%) of the common equity interests in such Person and (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management (including the day-to-day management decisions) and policies of such Person whether through the ability to exercise voting power, by contract or otherwise.

“Deemed Approved Lease” - has the meaning ascribed to such term in the definition of “Approved Leases” in Section 1.1.

“Default” - has the meaning ascribed to such term in Section 11.1.

“DERM” - has the meaning ascribed to such term in Section 2.13(k).

“Design Professional” - means any architect or engineer which prepares any of the Plans and Specifications for any portion of the Construction Improvements or Tenant Improvements.

“Design Professional’s Agreement” - means each and every agreement by and between Borrower and each Design Professional.

“Determination Date” - means the last day of each calendar month during the term of the Loan.

“Developer” - means the Person engaged by each applicable Borrower, and who shall be acceptable to Lender, for the development of each Property.

“Development Agreement” – means each development agreement by and between each applicable Borrower and a Developer, the form and substance of which shall be acceptable to Lender.

“Development Agreement Subordination” – means a document or documents, in form and substance satisfactory to Lender, pursuant to which Developer acknowledges and agrees to the collateral assignment of the applicable Development Agreement to Lender and subordinates the Development Agreement to the applicable Security Instrument on terms and conditions reasonably satisfactory to Lender.

“Disbursement Instruction Agreement” – means a Disbursement Instruction Agreement in the form attached hereto as Exhibit E, or on such other form as Lender and Borrower may agree upon from time to time.

“Dollars” or “$” – means the lawful currency of the United States of America.

“Effective Date” - means the earlier of (i) the date that the Loan proceeds are first released to, or for the benefit of, Borrowers, and (ii) the date the Security Instruments are recorded in each of the real property records of the counties where the Properties is located.

“Embargoed Person” - means any person, entity or country which is a sanctioned person, entity or country under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder (including regulations administered by OFAC and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower (whether directly or indirectly), is prohibited by, or the Loan made by Lender is in violation of, any applicable federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting Borrower, the Property, or any part thereof, whether now or hereafter enacted and in force.

5 Loan No. 1015003

“Estimated Loan Amount Outstanding” – means if (i) the Projected Net Operating Income used in calculating the Outstanding Amount Debt Yield contains the rental income from tenants under Approved Leases who are not yet in occupancy of the leased premises and (ii) the Loan Budget contains unfunded allocations of tenant allowance and leasing commissions attributable to such Approved Leases which, in Lender’s discretion is anticipated to be disbursed pursuant to this Agreement, then Estimated Loan Amount Outstanding shall be calculated by (i) adding an amount equal to the unfunded allocations of tenant allowance and leasing commissions attributable to such Approved Leases for further disbursements in accordance with the Loan Budget to (ii) the then actual outstanding principal balance of the Note.

“ERISA” – has the meaning ascribed thereto in Section 9.2.

“Extended Maturity Date” - means November 3, 2018.

“Fee Letter” – means that certain letter agreement between DC Liquidating Assets Holdco LLC and Lender, dated August 24, 2015.

“FIRREA” – means the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended from time to time.

“GAAP” - means generally accepted accounting principles in the United States set forth in the statements and interpretations, as codified, of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, subject, however, to the matters addressed in Section 6.7.

“General Contractor” – means, collectively, the Bluegrass Valley II General Contractor and the Lehigh Valley II General Contractor.

“General Uses” – shall mean the following purposes for which the Loan proceeds may be used from and after the occurrence of the Spin-Off: financing the construction of the Construction Improvements, payment of any finishing costs with respect to the Properties (including, without limitation, amounts due under any Close-Out Agreements), general working capital, debt service, operating and carrying costs for the Properties, payment of Leasing Commissions for Approved Leases, construction of the Tenant Improvements and payment of fees due under the Management Agreements, the Development Agreements, or the Advisory Agreement.

“Gross Operating Income” – means the sum of any and all amounts, payments, fees, rentals, additional rentals, expense reimbursements (including, without limitation, all reimbursements by tenants, lessees, licensees and other users of the Properties), income, interest and other monies directly or indirectly received by or on behalf of or credited to Borrowers from any person with respect to Borrowers’ ownership, use, development, operation, leasing, franchising, marketing or licensing of the Properties, including, without limitation, from parking operations. Gross Operating Income shall be computed on a cash basis and shall include for each quarterly statement all amounts actually received in such quarter whether or not such amounts are attributable to a charge arising in such quarter.

“Governmental Authority” – means any nation or government, any federal, state, local, municipal or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantor” – means Holdco, a replacement guarantor as may be requested by Borrowers, subject to the approval of Lender in Lender’s sole and absolute discretion, and any other Person who, or

6 Loan No. 1015003

which, in any manner, is or becomes obligated to Lender under any guaranty now or hereafter executed in connection with respect to the Loan (collectively or severally as the context thereof may suggest or require).

“Guarantor Account Funds” – means all sums now or hereafter on deposit in or payable or withdrawable from any of the Master Operating Account or the Guarantor Reserve Account.

“Guarantor Cash Management Agreement” – means the Cash Management Agreement between Guarantor and Lender, dated as of the date hereof (as the same may be amended, restated, supplemented or modified from time to time).

“Guarantor Reserve Account” – shall have the meaning given to such term in the Guarantor Cash Management Agreement.

“Guaranty” – shall have the meaning given such term in Exhibit B hereto.

“Hazardous Materials Indemnity Agreement” or “Indemnity – means that certain Hazardous Materials Indemnity Agreement (Unsecured) of even date herewith executed by and among Borrowers and Guarantor, each as Indemnitor, and Lender.

“Holdco” - means DC Liquidating Assets Holdco LLC, a Delaware limited liability company.

“IPT” - means Industrial Property Trust Inc., a Maryland corporation.

“In-Balance” – means, with respect to the Loan and each Construction Property, Lender’s determination from time to time that any undisbursed Loan funds together with all sums, if any, to be provided by Borrowers as shown in the Loan Budget for such Construction Property, shall be at all times equal to or greater than the amount which Lender from time to time reasonably determines necessary to: (i) pay, through Completion, all costs of development, construction, marketing and leasing of such Construction Property in accordance with the Loan Documents; (ii) pay all sums scheduled to accrue under the Loan Documents prior to repayment of the Loan; and (iii) perform and satisfy all of the covenants of Borrowers contained in the Loan Documents prior to repayment of the Loan.

“In-Balance Payments” – means all payments required from time to time under Section 4.15 hereof.

“Indemnitees” – means Lender, Lender’s parents, subsidiaries and affiliates, any holder of or participant in the Loan and all directors, officers, agents, successors and assigns of any of the foregoing.

“Indemnitor” - means the Borrowers and the Guarantor, and any other Person who, or which, in any manner, is or becomes obligated to Lender under any indemnity now or hereafter executed in connection with respect to the Loan (collectively or severally as the context thereof may suggest or require).

“Initial Disbursement” – means a disbursement of the proceeds in an amount equal to the aggregate amount of the Closing Date Uses.

“L/C Cash Collateral Account” – means the account held at Bank of America, N.A. into which the L/C Cash Collateral Amount will be deposited until the expiration of all Bank of America Letters of Credit.

“L/C Cash Collateral Amount” – means a maximum amount equal to ONE MILLION SIX HUNDRED FIFTY SIX THOUSAND FIVE HUNDRED THIRTY AND NO/100 DOLLARS ($1,656,530).

7 Loan No. 1015003

“Leases” - means all lease agreements of any Property, or any portion thereof, and all other agreements of any kind relating to the use or occupancy of any Property, or any portion thereof, and every renewal, modification or amendment thereof, whether now existing or entered into after the date hereof.

“Leasing Commissions” - means any and all commissions payable to independent third party real estate brokers who were involved in the execution of each Approved Lease after the Effective Date.

“Lehigh Valley II Architect” – means Ware Malcolm, the architect retained by the Lehigh Valley II Borrower with respect to the Construction Improvements relating to the Lehigh Valley II Property.

“Lehigh Valley II Borrower” – the Borrower that owns the Lehigh Valley II Property.

“Lehigh Valley II General Contractor” – means R.S. Mowery & Sons, Inc., the general contractor retained by the Lehigh Valley II Borrower with respect to the Construction Improvements relating to the Lehigh Valley II Property.

“Lehigh Valley I Property” – means the Property more particularly described on Exhibit A-8 attached hereto as being the “Lehigh Valley I Property.”

“Lehigh Valley II Property” – means the Property more particularly described on Exhibit A-9 attached hereto as being the “Lehigh Valley II Property.”

“Lender” - has the meaning ascribed to such term in the preamble hereto.

“Listing Agent” - means the Person engaged by each applicable Borrower, and who shall be acceptable to Lender (subject to the last sentence of Section 9.11 herein), for the leasing of each Property.

“Listing Agreement” – means each listing agreement by and between each applicable Borrower and a Listing Agent, the form and substance of which shall be acceptable to Lender (subject to the last sentence of Section 9.11 herein).

“Listing Agreement Subordination” – means a document or documents, in form and substance satisfactory to Lender, pursuant to which Listing Agent acknowledges and agrees to the collateral assignment of the applicable Listing Agreement to Lender and subordinates the Listing Agreement to the applicable Security Instrument on terms and conditions reasonably satisfactory to Lender.

“Loan” - means the principal sum that Lender agrees to lend and Borrowers agree to borrow pursuant to the terms and conditions of this Agreement, being ONE HUNDRED TWENTY MILLION AND NO/100 DOLLARS ($120,000,000.00).

“Loan Budget” – means the Loan Budget attached hereto as Exhibit C, as the same may be amended, modified, supplemented or replaced from time to time.

“Loan Documents” - means those documents, as hereafter amended, supplemented, replaced or modified from time to time, properly executed and in recordable form, if necessary, listed in Exhibit B as Loan Documents.

“Loan-to-Value Percentage” - has the meaning ascribed to such term in Section 2.13(f).

“Lockbox Account” – shall have the meaning given to such term in the Borrowers Cash Management Agreement.

8 Loan No. 1015003

“Major Subcontractor” – means any subcontractor or materialman having a contract value for any portion of the Construction Improvements in an amount of $500,000 or more.

“Management Agreement” - means each management agreement by and between each applicable Borrower and a Manager, the form and substance of which shall be acceptable to Lender.

“Management Agreement Subordination” – means a document or documents, in form and substance satisfactory to Lender, pursuant to which Manager acknowledges and agrees to the collateral assignment of a Management Agreement to Lender and subordinates the Management Agreement to the applicable Security Instrument on terms and conditions reasonably satisfactory to Lender.

“Manager” - means the Person or Persons engaged by each applicable Borrower, and who shall be acceptable to Lender, for the management, leasing and operation of each Property.

“Master Operating Account” – shall have the meaning given to such term in the Guarantor Cash Management Agreement.

“Material Contract” – means any contract (other than a Construction Contract, Development Agreement, Management Agreement, Advisory Agreement, and Leases) entered into by or on behalf of any Borrower relating to the leasing, ownership, management, use, operation, maintenance or repair of any Property with a duration of more than twelve (12) months (unless terminable on thirty (30) or fewer days notice) or with annual payments in excess of One Hundred Thousand Dollars ($100,000).

“Material Adverse Effect” - means a material adverse effect upon (i) the business or financial position or results of operation of the Borrowers taken as a whole, (ii) the ability of the Borrowers to perform, or of Lender to enforce, the Loan Documents taken as a whole, (iii) the Properties taken as a whole or the aggregate values thereof, or (iv) the ability of the Guarantor to perform under the guaranties taken as a whole given in connection with the Loan; provided, however, that for purposes of Section 2.13(i) only, the foregoing (i) through (iv) shall be determined on the basis of the results and status of each Borrower, Property and/or guaranty (as applicable) individually and not on an aggregate basis.

“Maturity Date” - means the Original Maturity Date or the Extended Maturity Date, as applicable.

“Miami III Borrower” – the Borrower that owns the Miami III Property.

“Miami III Property” – means the Property more particularly described on Exhibit A-3 attached hereto as being the “Miami III Property.”

“Net Effective Rent” - means, as for any Lease on a square foot basis, the annualized base rent payable under such Lease, as reduced for any amounts paid by Borrower directly to or on behalf of the tenant for the purpose of inducing the tenant to enter into such Lease, including, without limitation, an excessive tenant improvement allowance (for purposes of tenant improvements, any amount in excess of 110% of the budgeted tenant improvements allowance in the most recent Appraisal delivered to Lender shall be deemed excessive), moving expenses, free rent periods or abatements or lease buyouts, as amortized over the life of the Lease.

“Net Sales Proceeds” – means, in the case of a Transfer of a Property, the gross sales price of such Property net of the amount of any disposition fees payable under the Advisory Agreement, good faith estimated tax distributions to the beneficial owners of the Holdco or Trust, out-of-pocket legal fees, title and recording tax expenses, commissions and other customary fees and expenses actually incurred by or on behalf of a Person in connection therewith and paid or payable to any Person other than an Affiliate of any Borrower (except in the case of disposition

9 Loan No. 1015003

fees under the Advisory Agreement and good faith estimated tax distributions); provided, that the aggregate amount of such fees, expenses, and distributions shall not exceed 6% of the gross sales price of such Property.

“NFA” - has the meaning ascribed to such term in Section 2.13(k).

“Note” - means that certain Promissory Note of even date herewith, in the original principal amount of the Loan, executed by each Borrower and payable to the order of Lender, as hereafter amended, supplemented, replaced or modified.

“Obligor” means any Borrower or Guarantor.

“OFAC” – means the United States Treasury Department Office of Foreign Assets Control and any successor thereto.

“Operating Account” – shall have the meaning given to such term in the Borrowers Cash Management Agreement.

“Option to Extend” - means Borrowers’ option, subject to the terms and conditions of Section 2.13, to extend the term of the Loan from the Original Maturity Date to the Extended Maturity Date.

“Original Maturity Date” - means November 3, 2017.

“Other Related Documents” - means those documents, as hereafter amended, supplemented, replaced or modified from time to time, properly executed and in recordable form, if necessary, listed in Exhibit B as Other Related Documents.

“Outstanding Amount Debt Yield” - means as of the applicable Determination Date, the Projected Net Operating Income of the Properties for the applicable six (6) month period commencing from the date immediately succeeding such applicable Determination Date, which amount shall be annualized by multiplying by two (2), divided by the Estimated Loan Amount Outstanding, with such fraction expressed as a percentage.

“Permitted Debt” means (a) unsecured non-interest bearing ordinary course obligations, including trade payables or other accruals, incurred in connection with Borrowers’ ordinary course of business that: (i) do not exceed two percent (2%) of the outstanding balance of the Loan; (ii) are not evidenced by a note; (iii) must be paid within sixty (60) days; and (iv) are otherwise expressly permitted under the Loan Documents, (b) the Bank of America Letters of Credit, and (c) deferred payment of fees due under the Management Agreements, the Development Agreements, or the Advisory Agreement.

“Permitted Transfer” – means a Transfer permitted under Section 9.18(b) or Section 9.19(b).

“Person” – means any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability company, joint venture, association, joint-stock company, bank, trust, land trust, estate, association, joint stock company, unincorporated organization, any federal, state, county or municipal government (or any agency or political subdivision thereof), endowment fund or any other form of entity. With respect to any Sanctioned Person, “Person” shall also include any group, sector, territory or country.

“Plans and Specifications” - means any and all plans and specifications prepared by each applicable Architect for the construction of the Construction Improvements and by each of the other Design Professionals for the construction of the Tenant Improvements heretofore or hereafter delivered to and approved by Lender, as amended in order to comply with the terms and conditions of this Agreement.

10 Loan No. 1015003

“Prohibited Equity Transfer” - has the meaning ascribed to such term in Section 9.14(a).

“Prohibited Property Transfer” - has the meaning ascribed to such term in Section 9.13(a).

“Projected Net Operating Income” – means the in-place, forward net operating income for the applicable future periods of determination based on executed Approved Leases that are executed as of or prior to such date of determination and are or will be effective during such future projected period of determination. Net operating income shall be (a) the actual rental payments to be received from Approved Leases in each Property in accordance with GAAP, including any rental loss insurance proceeds, if applicable, (but modified to exclude the straight line recognition of rents and mark to market adjustments); plus (b) the estimated expense reimbursements to be received; plus (c) any and all other normal and recurring income from each Property to be received; minus (d) projected operating expenses (no less than the then current appraisal estimates, subject to reasonable adjustment by Lender to conform to Lender’s standard practices) of each Property determined in accordance with GAAP (excluding any interest or principal payments on the Loan, any allowance for depreciation, any similar non-cash accrual expenses, leasing costs and expenses, and any actual capital expenditures or tenant improvement costs or allowances) payable in the ordinary course of business; provided, however, that such operating expenses shall include (i) property management fees equal to the greater of (A) the property management fees used in the financial proforma in the then most recent Appraisal approved by Lender, (B) the actual amount of property management fees, and (C) the amount equal to three percent (3%) (prorated on an annual basis) of the amounts set forth in clauses (a), (b) and (c) above for such applicable period; (ii) annual project reserves equal to the greater of (A) the reserves used in the financial proforma in the then most recent Appraisal obtained and approved by Lender, and (B) the sum of $0.05 per rentable square feet per year in the Properties and (iii) normalized customary expenses that are typically paid once or twice per calendar year, including, without limitation real property taxes and insurance premiums. For the avoidance of doubt, revenue set forth above in clauses (a), (b) and (c) shall exclude any concessions provided to a tenant under an Approved Lease for the purpose of inducing such tenant to enter into such Approved Lease (including, without limitation, an excessive tenant improvement allowance, moving expenses, free rent periods or abatements or lease buyouts). For purposes of determining Projected Net Operating Income, the following shall not be, or shall cease to be, an Approved Lease: (1) a Lease where the tenant is or becomes insolvent or seeks bankruptcy protection; (2) a Lease where a material default has occurred and is continuing; or (3) a Lease that has been terminated prior to or is scheduled to be terminated or expires during the applicable six (6) month period immediately following an applicable Determination Date for calculating such Projected Net Operating Income.

“Property” or “Properties” - has the meaning ascribed to such term in the Recitals.

“Property Level Budget” - means each of the Property specific loan budgets attached hereto as Exhibit I, as the same may be amended, modified, supplemented or replaced from time to time.

“Recourse Guaranty” – shall have the meaning given such term in Exhibit B hereto.

“Redlands Property” – means the Property more particularly described on Exhibit A-1 attached hereto as being the “Redlands Property.”

“Restricted Party” - shall mean each of (i) Borrower, (ii) Guarantor and (iii) any Constituent Entity of Borrower owning twenty percent (20%) or more of the ownership interests of Borrower.

11 Loan No. 1015003

“Sanction” or “Sanctions” - means individually and collectively, respectively, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by the OFAC, the U.S. State Department, the U.S. Department of Commerce, or through any existing or future Executive Order, (b) the United Nations Security Council, (c) the European Union, (d) the United Kingdom, or (e) any other governmental authorities with jurisdiction over any Person within the Borrowing Group.

“Sanctioned Person” - means any Person that is a target of Sanctions, including without limitation, a Person that is: (a) listed on OFAC’s Specially Designated Nationals and Blocked Persons List; (b) listed on OFAC’s Consolidated Non-Specially Designated Nationals List; (c) a legal entity that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned Peron(s); or (d) a Person that is a Sanctions target pursuant to any territorial or country-based Sanctions program.

“Security Deposit Account” - has the meaning ascribed to such term in Section 9.8.

“Security Instruments” – mean each mortgage, deed to secure debt, deed of trust or other security instrument executed by a Borrower in favor, and for the benefit, of Lender, relating to each Property, as the same may be amended, modified, supplemented or replaced from time to time.

“Separateness Provisions” - has the meaning ascribed to such term in Section 7.1(c).

“Special Distribution” – means a special distribution of a portion of the Loan proceeds by Borrowers to Holdco and its direct and indirect owners, including, without limitation, the beneficial owners of the Trust.

“Spin-Off” – means the spin-off of Holdco from IIT Real Estate Holdco LLC, a Delaware limited liability company substantially concurrently with the Effective Date, resulting in (a) one hundred percent (100%) of the common membership interests in Holdco being owned by the Trust, (b) one hundred percent (100%) of the special membership interests being owned by DCG Retained Properties Special Member LLC, a Delaware limited liability company and (c) the direct or indirect interests in the Properties being contributed to Holdco.

“Subdivision Map” - shall have the meaning ascribed to such term in Section 9.6.

“Swap Agreement” – means a “swap agreement” as defined in Section 101 of the Bankruptcy Code, entered into by Borrowers and Lender (or with another financial institution which is reasonably acceptable to Lender), together with all modifications, extensions, renewals and replacements thereof.

“Tenant Improvements” - means each Lender approved tenant improvements requested by a Borrower with respect to such Borrower’s obligations therefor under an Approved Lease; provided however, that no tenant improvements in connection with a Deemed Approved Lease shall require Lender approval.

“TI/LC Expenses” - has the meaning ascribed to such term in Section 3.7.

“Title Company” - means (i) with respect to the Lehigh Valley I Property and the Lehigh Valley II Property, First American Title Insurance Company and (ii) with respect to all other Properties, Stewart Title Guaranty Company.

“Title Policy” - means the standard ALTA promulgated form of Loan Policy of Title Insurance as issued by the applicable Title Company.

12 Loan No. 1015003

“Transfer” - means any sale, installment sale, exchange, mortgage, pledge, hypothecation, assignment, encumbrance or other transfer, conveyance or disposition, whether voluntarily, involuntarily or by operation of law or otherwise (excluding Leases permitted under this Agreement).

“Trust” - means DC Industrial Liquidating Trust, a Maryland statutory trust.

“UCC” - means the Uniform Commercial Code in effect from time to time in the state where a Borrower is organized and where a Property is located, as applicable, as now or hereafter amended or modified.

“Unpaid Advisory Fees” - has the meaning ascribed to such term in Section 9.6.

ARTICLE 2. LOAN

2.1 LOAN. Subject to the terms of this Agreement, Lender agrees to lend to Borrowers and Borrowers agree to borrow from Lender the principal sum of up to One Hundred Twenty Million and No/100ths Dollars ($120,000,000.00) (the “Commitment Amount”); said sum to be evidenced by the Note. This Loan is not a revolving credit line, and no payments or credits shall increase the maximum amount of advances available from the Loan. The Loan shall bear interest and be repaid in accordance with the provisions of the Note.

2.2 PURPOSE. Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used (i) in connection with the closing of the Loan, the Closing Date Uses and (ii) from and after the occurrence of the Spin-Off, the General Uses, and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents.

2.3 GRANT OF SECURITY INTEREST IN REAL PROPERTY. The Note shall be secured, in part, by the Security Instruments encumbering certain real property and improvements as described therein.

2.4 GRANT OF SECURITY INTEREST IN ACCOUNTS; APPLICATION OF FUNDS. As security for payment of the Loan and the performance by Borrowers of all other terms, conditions and provisions of the Loan Documents, each Borrower, as debtor, hereby pledges and assigns to Lender, and grants to Lender a security interest in, all of such Borrower’s right, title and interest in and to all Accounts. No Borrower shall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the Accounts, or permit any lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements to be filed thereon, except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of a Default, Lender may apply all or any part of the Account Funds against the amounts outstanding under the Loan in any order and in any manner as Lender shall elect in Lender’s sole discretion without seeking the appointment of a receiver and without adversely affecting the rights of Lender to foreclose the liens and security interests securing the Loan or exercise its other rights under the Loan Documents. The Account Funds shall not constitute trust funds and may be commingled with other monies held by Lender. All interest, if any, which accrues on the Account Funds and Guarantor Account Funds shall be at a rate established by Lender, which may or may not be the highest rate then available, shall accrue for the benefit of Borrowers or Guarantor, as applicable, and shall be taxable to Borrowers and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of Borrowers’ obligations under the Loan Documents, all remaining Account Funds, if any, shall be disbursed to Borrowers within ten (10) Business Days.

13 Loan No. 1015003

2.5 ADDITIONAL SECURITY INTEREST. Each Borrower hereby grants and assigns to Lender a security interest, to secure payment and performance of all obligations, in all of such Borrower’s right, title and interest, now or hereafter acquired, to the payment of money from Lender to such Borrower under any Swap Agreement.

2.6 LOAN FEE. Borrowers shall pay to Lender a loan fee as set forth in, and in accordance with, the Fee Letter.

2.7 LOAN DOCUMENTS. Borrowers shall deliver to Lender concurrently with this Agreement each of the documents, each properly executed and in recordable form, as applicable, described in Exhibit B as Loan Documents, together with those documents described in Exhibit B as Other Related Documents.

2.8 EFFECTIVE DATE. The effective date of the Loan Documents shall be the Effective Date.

2.9 MATURITY DATE. All sums due and owing under this Agreement and the other Loan Documents shall be repaid in full on the Maturity Date. All payments due to Lender under this Agreement, whether at the Maturity Date or otherwise, shall be paid in Dollars, in immediately available funds.

2.10 PREPAYMENT. The Loan is prepayable in full or in part at any time, without a prepayment penalty; provided however, that any partial or full repayment of the Loan will be subject to payment of termination fees on any outstanding Swap Agreement or LIBOR contract. If the outstanding principal balance of the Loan ever exceeds the maximum amount of the Loan, then all such amounts shall nonetheless be evidenced by the Note, guaranteed by any applicable guaranty granted in connection with the Loan and secured by the Security Instrument; provided, however, Borrowers shall, within five (5) Business Days after Lender’s demand or any Borrower’s earlier discovery of such advance, pay to Lender an amount equal to such excess principal amount and accrued but unpaid interest thereon.

2.11 FULL REPAYMENT AND RECONVEYANCE, SATISFACTION OR RELEASE. Upon receipt of all sums owing and outstanding under the Loan Documents, and the full performance of all other obligations secured by the Security Instrument, Lender shall reconvey, satisfy or release the Properties from the lien of the Security Instruments and terminate any assignment of leases and rents and UCC Financing Statements related to the Collateral; provided, however, that all of the following conditions shall be satisfied at the time of, and with respect to, such reconveyance, satisfaction or release: (a) Lender shall have received all escrow, closing and recording costs, the costs of preparing and delivering such reconveyance, satisfaction or release, the payment of any and all sums then due and payable under the Loan Documents, and the full payment and performance of all other obligations secured by the Security Instrument, including, without limitation, those set forth in the Note and the Security Instrument; and (b) Lender shall have received a written release satisfactory to Lender of any set aside letter, letter of credit or other form of undertaking which Lender has issued to any surety, governmental agency or any other party in connection with the Loan and/or the Properties. Lender’s obligation to make further disbursements under the Loan shall terminate as to any portion of the Loan undisbursed as of the date of issuance of such reconveyance, satisfaction or release, and any commitment of Lender to lend any undisbursed portion of the Loan shall be cancelled. Any repayment shall be without prejudice to Borrowers’ obligations under any Swap Agreement between any Borrower and Lender, which shall remain in full force and effect subject to the terms of such Swap Agreement (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such repayment, and may require Borrowers to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwise.

2.12 PARTIAL RELEASES. At any time prior to the Maturity Date, upon Borrowers’ request, Lender shall issue a partial release (the “Partial Release”) from the lien of a Security Instrument with respect to any Property; provided, however, that prior to or simultaneously with any such partial release all of the following conditions shall be satisfied:

(a) Borrower shall have provided Lender with not less than twenty (20) days prior written notice (for the avoidance of doubt, any such notice is revocable by written notice to Lender from the Borrowers given at any time prior to a Partial Release provided Borrower reimburses Lender for its reasonable costs and expenses (if any) actually incurred in connection with the consummation of such partial release (e.g. costs or preparing release documents)) of the consummation of a refinancing, sale or transfer with respect to such Property;

14 Loan No. 1015003

(b) No Default shall exist (unless such Default shall be cured by the Partial Release requested);

(c) Borrower shall have executed, or caused the execution of, all such documents and instruments as reasonably requested by Lender in connection with the Partial Release;

(d) Lender shall have received any and all sums then due and payable under the Loan Documents, and the full payment and performance of all other obligations then due and secured by the applicable Security Instrument, including, without limitation, those set forth in the Note and such Security Instrument, together with all escrow, closing and recording costs, the costs of preparing and delivering such partial reconveyance, satisfaction or release and the cost of any title insurance endorsements required by Lender, including, without limitation, a partial reconveyance or release endorsement;

(e) For each Property to be released, Lender shall have received a release price (the “Release Price”) for such Property either (a) the greater of an amount equal to (1) one hundred percent (100%) of the Net Sales Proceeds received by Borrower upon any sale or transfer of such Property, and (2) one hundred sixty-five percent (165%) of the Allocated Loan Amount for such Property, or (b) such other amount agreed to in writing by Lender prior such release;

(f) Any Release Price shall be applied to the principal of the Loan and may not be reborrowed. If, after such application, any portion of the Release Price exceeds the outstanding principal balance of the Loan and Borrower has not otherwise satisfied the outstanding obligations under the Loan Documents and terminated all undisbursed commitments, such excess shall be deposited into the Guarantor Reserve Account; and

(g) Following Lender’s receipt of a certification from Borrowers affirming that the conditions set forth in this Section have been satisfied (including, without limitation, attached calculations demonstrating compliance with subsection (e)) and the release of a Property in accordance with this Section, Lender will release the Borrower who owns or owned such released Property from its obligations under this Agreement, the Loan Documents and the Other Related Documents. Notwithstanding the release of any Borrower pursuant to this Section 2.12(g), such Borrower shall continue to be liable for all obligations which expressly survive the release, satisfaction or cancellation of the Note or any obligations under the Loan Documents.

Neither the acceptance of any payment nor the issuance of any Partial Release by Lender shall affect Borrowers’ (other than any Borrower released in accordance with this Section 2.12) obligation to repay all amounts owing under the Loan Documents or under the lien of any Security Instrument on the remainder of the Properties which are not reconveyed, satisfied or released. Any partial prepayment shall be without prejudice to Borrower’s obligations under any Swap Agreement between Borrowers and Lender which shall remain in full force and effect subject to the terms of such Swap Agreement (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such

15 Loan No. 1015003

prepayment, and may require Borrowers to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwise;

2.13 OPTION TO EXTEND. Borrowers shall have the option to extend the term of the Loan from the Original Maturity Date, to the Extended Maturity Date, upon satisfaction (or waiver by Lender in writing) of each and every one of the following conditions precedent:

(a) Borrowers shall provide Lender with written notice of Borrowers’ request to exercise the Option to Extend in the form attached hereto as Exhibit H not more than one hundred twenty (120) days but not less than forty-five (45) days prior to the Original Maturity Date.

(b) As of the date of Borrowers’ delivery of notice of request to exercise the Option to Extend, and as of the Original Maturity Date, no Default shall have occurred and be continuing, and Borrowers shall so certify in writing.

(c) Section 4.2 hereunder shall be satisfied as of the Original Maturity Date.

(d) Borrowers shall execute or cause the execution of all documents reasonably required by Lender to exercise the Option to Extend (including, without limitation, a certification by Borrowers that all conditions precedent for the extension have been satisfied) and shall deliver to Lender, at Borrowers’ sole cost and expense, such title insurance endorsements required under Section 2.13(g) below.

(e) Borrowers shall pay to Lender an extension fee in the amount of twenty-five one-hundredths of one percent (0.25%) of the Commitment Amount, less any unfunded amounts being cancelled and/or principal payments previously made or concurrently made in order to satisfy the Loan-to-Value Percentage requirement and the Outstanding Amount Debt Yield minimum requirement, pursuant to Section 2.13(h), for the extension, payable in full concurrently with the execution of all documents contemplated in Section 2.13(d) above.

(f) If required by Lender, at least twenty (20) days prior to the Original Maturity Date, Lender shall have received, at Borrowers’ sole expense, an Appraisal (subject to review and reasonable adjustment by Lender to conform to Lender’s standard practices), confirming to the satisfaction of Lender that (i) (x) the then outstanding principal balance of the Note plus (y) the amount of any unfunded TI/LC Expenses to be funded from the Loan proceeds in connection with Leases taken into account when determining the “as-is” market value In the Appraisal as a percentage of (ii) the applicable appraised value of the Properties and Improvements then subject to Security Instruments, in the aggregate, does not exceed fifty percent (50%) of the “as-is” market value (“Loan-to-Value Percentage”) as of the Original Maturity Date; provided, however, in the event such as-is market value is not adequate to meet the required Loan-to-Value Percentage, then Borrower shall pay down the outstanding principal balance of the Loan such that said required Loan-to-Value Percentage shall be met on or before the the Original Maturity Date. The valuation date of each Appraisal shall be within sixty (60) days of each applicable reference date specified above. Any principal balance reduction shall reduce the Commitment Amount by a like amount and may not be reborrowed.

(g) Lender shall have received a date-down endorsement and other endorsements amending the mechanic’s and materialmen’s lien coverage and, if applicable, deleting the pending disbursements clause and such other endorsements reasonably required by Lender, in form and content satisfactory to Lender.

16 Loan No. 1015003

(h) As of the Determination Date immediately prior to the Original Maturity Date, Lender shall have received and approved projected financial statements and supporting documents demonstrating that the Outstanding Amount Debt Yield for the Properties then subject to Security Instruments equals or exceeds ten percent (10%). If the Outstanding Amount Debt Yield as so calculated for such Properties does not equal or exceed such minimum percent threshold, then Borrowers shall pay down the outstanding principal balance of the Loan such that the recalculated Outstanding Amount Debt Yield shall equal or exceed ten percent (10%) on or before the Original Maturity Date. Any principal balance reduction shall reduce the Commitment Amount by a like amount and may not be reborrowed.

(i) Borrowers shall have commenced construction of the Construction Improvements on the Lehigh Valley II Property or the Lehigh Valley II Property shall have been subject to a Partial Release and no longer subject to a Security Instrument.

(j) There shall have occurred no Material Adverse Effect in the financial condition of any Borrower or Guarantor from that which existed as of the later of: (A) the Effective Date or (B) the date upon which the financial condition of such party was first represented to Lender.

(k) If the Miami III Property has not otherwise been released in accordance with Section 2.12 prior to the Original Maturity Date, Borrowers shall have either (i) (x) delivered to Lender evidence of the satisfaction of all requirements set forth in the letter dated January 30, 2015 from Miami-Dade County Department of Regulatory and Economic Resources (“DERM”) to the Miami III Borrower, and (y) obtained a no further action letter (or such reasonably similar letter actually provided by DERM (as hereinafter defined), the “NFA”) with respect to the Miami III Property, or (ii) obtained the release of the Miami III Property by delivering to Lender a release price for the Miami III Property equal to one hundred sixty-five percent (165%) of the Allocated Loan Amount for the Miami III Property (for avoidance of doubt, the Miami III Property may be released in accordance with Section 2.12 at any time prior to the Original Maturity Date, and the foregoing clause (ii) shall only apply if the Miami III Property has not otherwise been released prior to the Original Maturity Date in accordance with Section 2.12).

Except as modified by this Option to Extend, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by Lender shall remain unmodified and in full force and effect.

2.14 RECOURSE. The Loan shall be full recourse to each Borrower and all of its assets, whether now owned or hereafter acquired or in which any Borrower otherwise has an interest, and all proceeds thereof.

ARTICLE 3. DISBURSEMENT

3.1 CONDITIONS PRECEDENT.

(a) Lender’s obligation to close the Loan transaction contemplated by this Agreement shall be subject to Borrowers’ compliance with and/or satisfaction (as the context so requires) of (or waiver by the Lender thereof in writing), each of the following conditions precedent, in each case, to the satisfaction of Lender in its reasonable discretion:

(i) Receipt and approval by Lender of an executed original of this Agreement, each of the Loan Documents, the Other Related Documents and any and all other documents, instruments, policies and forms of evidence or other materials which are required pursuant to this Agreement, each in form and content acceptable to Lender;

17 Loan No. 1015003

(ii) There shall exist no Default, as defined in this Agreement, or Default as defined in any of the other Loan Documents or in the Other Related Documents;

(iii) Each Security Instrument shall constitute a valid lien upon the respective Property covered by such Security Instrument, and shall be prior and superior to all other liens and encumbrances thereon except those approved by Lender in writing (including, without limitation, all exceptions under any Lender’s Title Policy approved by Lender in connection with closing);

(iv) Lender has received and approved in form and substance satisfactory to Lender:

1. UCC, judgment lien and federal tax lien searches with respect to each Borrower and Guarantor, in the state/county in which each such party is organized;

2. all authorizations and permits which are then procurable and required by any Applicable Laws in connection with the zoning and use of each Property;

3. a current survey of each Property meeting American Land Title Association (“ALTA”) standards, certified to Lender, and the Title Company, showing the boundaries of such Property by courses and distances, together with a corresponding metes and bounds description, the actual or proposed location of all improvements, encroachments and restrictions, the location and width of all easements, utility lines, rights-of-way and building set-back lines, and notes referencing book and page numbers for the instruments granting the same;

4. Borrowers shall have fulfilled the insurance requirements under Article 5 of this Agreement and Lender and its consultants shall have approved the same;

5. Title Policies, together with any endorsements which Lender may require, insuring the principal amount of the Loan and the validity and the priority of the lien of the Security Instruments upon each Property, subject only to matters approved by Lender in writing;

6. evidence satisfactory to Lender that no Property is located within the 100-year flood plain or identified as a special flood hazard area as defined by the Federal Insurance Administration, or if any portion of a Property is so located within the 100-year flood plain or identified as a special flood hazard area, evidence that flood insurance is in effect;

7. opinions of counsel for Borrowers and Guarantor satisfactory to Lender, dated as of the date of the first advance hereunder and relating to such matters with respect to this Agreement and the transaction contemplated hereby as Lender may request;

8. with respect to each Borrower and Guarantor: (A) copies certified as true and complete of the following documents from the applicable Governmental Authority: (1) the articles or certificate of incorporation, certificate of formation, certificates of trust, or certificate of limited

18 Loan No. 1015003

partnership, as applicable; and (2) good standing certificates or certificates of existence from the jurisdictions in which each Borrower and Guarantor is organized and/or qualified to do business dated not more than thirty (30) days prior to the date of this Agreement and (B) true and complete copies of the by-laws, partnership agreement, trust agreement or operating agreement, as applicable, of each Borrower and Guarantor, certified as of the date of this Agreement as complete and correct copies thereof by the Secretary or an Assistant Secretary, general partner, manager or other authorized representative reasonably acceptable to Lender, of each Borrower and Guarantor;

9. resolutions, in form and substance satisfactory to Lender, of each Borrower, Guarantor and such other Persons as Lender may request, authorizing the execution, delivery and performance of the Loan Documents and Other Related Documents to which such Person is a party and the transactions contemplated thereby, certified as of the date of this agreement by the Secretary or an Assistant Secretary, general partner, manager or other authorized representative reasonably acceptable to Lender, of such Person, which certificates shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded;

10. a copy of any existing leases, management agreement, development agreement, maintenance agreement or brokerage agreement;

11. the most recent certified rent roll delivered to Lender by Borrowers in accordance with the requirements of Section 10.5 hereof;

12. an Appraisal prepared by an appraiser acceptable to Lender and approved by Lender showing the value of each Property, all in form, substance and amount acceptable to Lender;

13. a current Phase I environmental report (and additional reports if required by Lender) of each Property for any toxic or hazardous substances or materials (whether products or waste), asbestos or PCBs performed by a qualified engineer which inspection report shall be in form and substance acceptable to Lender; and

14. to the extent commercially reasonable to obtain, executed subordination, non-disturbance and attornment agreements and estoppel certificates from the tenants under Approved Leases, in form and substance satisfactory to Lender;

(v) With respect to the Bluegrass Valley II Property, Lender shall have received and approved in form and substance satisfactory to Lender the following: (A) if requested by Lender, a soils report; (B) a copy of any Plans and Specifications for the Construction Improvements, certified as complete by the Architect, and, if requested by Lender, a copy of any Plans and Specifications for the Tenant Improvements, together with evidence of all necessary or appropriate approvals of governmental agencies or private parties; (C) evidence of all necessary or appropriate approvals, building permits and licenses for the construction of the Construction Improvements from all applicable Governmental Authorities; (D) copies of all agreements which are material to Completion of the Construction Improvements, including the Construction Agreement with the General Contractor, as to disbursements relating to the construction of the Construction Improvements and, if requested by Lender, all agreements material

19 Loan No. 1015003

for the construction of the Tenant Improvements, including the applicable Construction Agreements with other Contractors as to disbursements relating to the construction of the Tenant Improvements; (E) copies of any initial study, negative declaration, mitigated negative declaration, environmental impact report, notice of determination or notice of exemption prepared, adopted, certified or filed by or with any governmental agency; (F) a final Loan Budget and (G) a construction costing analysis;

(vi) The Loan Documents have been duly authorized, executed and, if applicable, in proper form for filing or recordation (and are in the possession of the applicable escrow agent for recording substantially concurrently with the closing of the Loan) in accordance with requirements of all applicable laws, rules, regulations and orders of a governmental authority, and original counterparts thereof delivered to Lender;

(vii) Borrowers’ Equity Requirement has been satisfied;

(viii) The Loan shall be In-Balance;

(ix) Borrowers have paid to Lender, or any other person or party entitled thereto, all fees and costs then due and payable in connection with this Agreement and the subject hereof;

(x) Borrowers have established the Accounts; and

(xi) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any representation or warranty expressly qualified by materiality or Material Adverse Effect, in all respects) on and as of such date of such borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, in the case of any representation or warranty expressly qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date; and

(xii) Borrowers shall have deposited $6,000,000 in equity into the Master Operating Account, which sum shall be used to pay for the items described in Column D of the Loan Budget.

(xiii) Borrowers shall have deposited $7,500,000 in equity into the Guarantor Reserve Account on or before the date hereof.

(xiv) Borrowers shall have deposited $2,500,000 in equity into the Master Operating Account on or before the date hereof.

(b) Lender’s obligation to disburse any Loan proceeds subsequent to the Initial Disbursement shall be subject to Borrowers’ compliance with and/or satisfaction (as the context so requires) (or waiver by the Lender thereof in writing) of, each of the following conditions precedent, in each case, to the satisfaction of Lender in its reasonable discretion:

(i) Borrowers shall have submitted to Lender an Application for Payment which shall be satisfactory to Lender in all respects;

20 Loan No. 1015003

(ii) There shall exist no Default, as defined in this Agreement, or Default as defined in any of the other Loan Documents or in the Other Related Documents;

(iii) The Loan shall be In-Balance;

(iv) With respect to any disbursement related to the Lehigh Valley II Property, Lender shall have received and approved in form and substance satisfactory to Lender the following: (A) if requested by Lender, a soils report; (B) a copy of any Plans and Specifications for the Construction Improvements, certified as complete by the Architect, and, if requested by Lender, a copy of any Plans and Specifications for the Tenant Improvements, together with evidence of all necessary or appropriate approvals of governmental agencies or private parties; (C) evidence of all necessary or appropriate approvals, building permits and licenses for the construction of the Construction Improvements from all applicable Governmental Authorities; (D) copies of all agreements which are material to Completion of the Construction Improvements, including the Construction Agreement with the General Contractor, as to disbursements relating to the construction of the Construction Improvements and, if requested by Lender, all agreements material for the construction of the Tenant Improvements, including the applicable Construction Agreements with other Contractors as to disbursements relating to the construction of the Tenant Improvements; (E) copies of any initial study, negative declaration, mitigated negative declaration, environmental impact report, notice of determination or notice of exemption prepared, adopted, certified or filed by or with any governmental agency; (F) a final Loan Budget and (G) a construction costing analysis; and

(v) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of any representation or warranty expressly qualified by materiality or Material Adverse Effect, in all respects) on and as of such date of such borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, in the case of any representation or warranty expressly qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.

3.2 ACCOUNT AND DISBURSEMENT AUTHORIZATION. The proceeds of the Loan and Borrowers’ Funds, when qualified for disbursement (subject to the portion of the Initial Disbursement that shall be funded into the Guarantor Reserve Account), shall be deposited into the Master Operating Account or otherwise disbursed to or for the benefit or account of Borrowers under the terms of this Agreement, the Borrowers Cash Management Agreement and the Guarantor Cash Management Agreement; provided, however, that any direct disbursements from the Loan which are made by means of wire transfer, shall be subject to the provisions of Section 3.3. Disbursements hereunder may be made by Lender upon the written request of any person who has been authorized by Borrowers to request such disbursements until such time as written notice of Borrowers’ revocation of such authority is received by Lender at the address shown in Section 12.4.

Except as otherwise provided in the Loan Documents or as set forth in the Loan Budget in Column D, “Borrowers’ Equity Contributed Upon Closing To Fund Estimated Cost Already Incurred In Relation to (C) Remaining Costs”, all of the Borrowers’ Funds which are deposited with Lender by Borrower pursuant to the Loan Documents, shall be placed in the subaccount of the Guarantor Reserve Account with, and controlled by, Lender for disbursement under this Agreement and the Guarantor Cash Management Agreement.

21 Loan No. 1015003

3.3 FUNDS TRANSFER DISBURSEMENTS. Borrowers hereby authorize Lender to disburse the proceeds of the Loan made by Lender or its affiliate in accordance with the Loan Documents and the terms of the Disbursement Instruction Agreement, as amended or replaced from time to time in accordance with the terms thereof.

3.4 LOAN DISBURSEMENTS.

(a) Initial Disbursement. Subject to the conditions set forth in Section 3.1(a) and this Section 3.4, the Initial Disbursement in an amount equal to $71,011,800 shall be disbursed on the Effective Date less certain Lender fees, costs and expenses agreed to by Borrowers in accordance with a settlement statement approved by Lender and the Borrowers.

(b) Subsequent Disbursements.

(i) Subject to the conditions set forth in Section 3.1(b), this Section 3.4 and Section 3.5, following the Initial Disbursement, the undisbursed Commitment Amount shall be disbursed in accordance with the terms and conditions of Exhibit D, subject to a retention in accordance with Section 3.6 hereof, by deposit into the Master Operating Account. Disbursements made after the deposit of Borrowers’ Funds shall be made first from the Guarantor Reserve Account until such designated Borrowers’ Funds therein are depleted in accordance with the Guarantor Cash Management Agreement.

(ii) In no event will Lender make disbursements (A) more frequently than monthly, or (B) with respect to disbursements relating to the Construction Improvements, in excess of the percentage of construction completed for such Construction Property as certified by Lender’s inspector. The maximum amount of advances which Borrowers may request for a Property or for any component or phase thereof shall be as set forth in the Property Level Budget for such Property.

(iii) Subject to the reallocations permitted by Lender pursuant to Section 3.5 hereof, Lender shall not be obligated to disburse Loan proceeds for the payment of any cost if the amount of such cost, together with the amounts of other costs included within the same “line-item” in the Property Level Budget or Loan Budget, as applicable, for which requests for advances have previously been submitted and approved, exceeds the amount set forth in the Property Level Budget or Loan Budget, as applicable, for such line-item.

(iv) At its option, Lender may make disbursements to cover any expenses or charges which are to be borne by Borrowers, including, but not limited to, the cost of any required legal fees, appraisals, inspections, certifications or surveys. In its reasonable judgment, Lender may make any disbursements by payment to Borrowers or jointly to Borrowers and any contractor, subcontractor, supplier, or other person performing work or furnishing materials in connection with the construction of the Construction Improvements. All disbursements shall be applied by Borrowers solely for the purposes for which the funds have been disbursed. Developer’s fees payable to a developer that is not a Related Person (unless such fees are payable to a Related Person pursuant to the “Interest Reserve, Advisory Fees, CF Shortfall Net of NOI Offsets” Line Item Loan Budget to be paid pursuant to the Advisory Agreement or otherwise approved by Lender, all of which are hereby expressly permitted) will be disbursed pursuant to the applicable Development Agreement under the applicable Construction Property at the time of the requested advance.

(v) All disbursements shall be made first from Borrowers’ Funds and then from available Loan funds. In addition, the $6,000,000 in equity deposited into the

22 Loan No. 1015003

Master Operating Account for the payment of items described in Column D of the Loan Budget (and as further described in the Property Level Budgets) shall be disbursed by Borrowers for the payment of such costs prior to any Loan proceeds being disbursed for such items.

(vi) If the outstanding principal balance of the Loan ever exceeds the maximum amount of the Loan, then all such amounts shall nonetheless be evidenced by the Note, guaranteed by the Guaranty and secured by the Security Instruments; however, Borrowers shall, within five (5) Business Days after Lender’s demand or Borrowers’ earlier discovery of such advance, pay to Lender an amount equal to such excess principal amount and accrued but unpaid interest thereon.

(vii) All requests for advances shall clearly identify any amounts requested for payment to a Related Person. Unless expressly set forth in the then effective Loan Budget or this Agreement, no developer’s, management, consulting or brokerage fee or commission, developer profit or other payment to any Related Person will be paid directly or indirectly from any proceeds of the Loan without Lender’s prior written approval.

(viii) In addition to, and not in lieu of any condition set forth in this Section above, Lender shall have the right to condition any disbursement related to the Construction Improvements upon Lender’s receipt and approval of the following: (A) bills, invoices, documents of title, vouchers, statements, payroll records, receipts and any other documents evidencing the total amount expended, incurred or due for any requested line-item in the Loan Budget; (B) evidence of Borrowers’ use of a lien release, joint check and voucher system reasonably acceptable to Lender for payments or disbursements to any contractor, subcontractor, materialman, supplier or lien claimant; (C) architect’s, Lender’s inspector’s periodic certifications of the percentage and/or stage of construction that has been completed for the applicable Construction Property and its conformance to the Plans and Specifications and governmental requirements based upon any such Lender’s inspector’s periodic physical inspections of the Construction Properties; waivers and releases of any mechanics’ lien, stop payment notice claim, equitable lien claim or other lien claim rights; and (D) any other document, requirement, update, evidence, endorsement, certification or information that Lender may request under any provision of the Loan Documents.

(c) All disbursements shall be held by Borrowers in trust and applied by Borrowers solely for the purposes for which the funds have been disbursed. Lender has no obligation to monitor or determine Borrower’s use or application of the disbursements.

3.5 REALLOCATIONS. Notwithstanding anything to the contrary contained herein, the Loan Budget represents an aggregate budget for the Properties, and Property Level Budgets totaling the amounts set forth in the Loan Budget are attached as Exhibit I. Borrowers shall not be entitled to require that Lender reallocate Loan proceeds from any line item in any Property Level Budget or the Loan Budget to another line item except as follows. To the extent true cost savings should be incurred with respect to any line item in a Property Level Budget, which such cost savings are verifiable by Lender in Lender’s sole but reasonable discretion, Borrowers may request that Lender reallocate such cost savings (i) to one or more line items in the same Property Level Budget and, absent the then existence and continuance of a Default, Lender shall not withhold its consent to such reallocation, or (ii) to one or more line items in a different Property Level Budget, such consent to be in Lender’s reasonable discretion. If any Loan proceeds are reallocated at the request of Borrowers and in accordance with this Section 3.5, then Exhibit C shall be deemed amended in accordance with such reallocation. Lender reserves the right, at its option, while a Default exists, to disburse Loan proceeds allocated to any of the line items for such other purposes (including the payment of interest on the Note) or in such different proportions as Lender may, in its sole discretion, deem necessary or advisable.

23 Loan No. 1015003

3.6 WITHHOLDING OF ADVANCES; RETENTION. Lender may withhold advances with respect to the construction of the Construction Improvements under the following circumstances, in addition to the circumstances described in Sections 11.2 and 11.5 hereof:

(a) Lender may withhold any advance if the request therefor is not accompanied by executed statutory lien waivers for all work done by all applicable Major Subcontractors or General Contractor (on its behalf and on behalf of all subcontractors) or from such other parties as required by the Title Company to issue any title endorsement required hereunder, equipment leased and materials supplied through the date of the immediately preceding request for an advance.

(b) Except as provided below, ten percent (10%) of each advance for hard costs shall be retained by Lender until (i) the applicable Architect has certified, and the Lender’s inspector has confirmed, on AIA Form G704 or other appropriate form, that the relevant Construction Improvements have been substantially completed in accordance with the applicable Plans and Specifications; (ii) each applicable Governmental Authority shall have duly inspected and approved the relevant Improvements and issued the appropriate temporary or permanent certificate of occupancy to evidence such approval or such other documentation issued by the applicable Governmental Authority to evidence such approval reasonably acceptable to Lender; (iii) thirty (30) days shall have elapsed from the date of Completion of the Construction Improvements; and (iv) Lender has received the following endorsements to the applicable Title Policy in form and content satisfactory to Lender: a date-down endorsement and other endorsements amending the mechanic’s and materialmen’s lien coverage and, if applicable, deleting the pending disbursements clause. The retainage portion of each advance for labor, services and/or material will be disbursed following such timely Completion of the Construction Improvements unless Lender, in its sole discretion, agrees to disbursements at an earlier stage. Notwithstanding the foregoing, Lender agrees that after construction of the Construction Improvements have reached fifty percent (50%) of Completion, as determined in the reasonable judgment of Lender, then Borrowers, at their option, may instruct Lender to make a disbursement from such retainage in an amount specified by Borrowers, but in no event in an amount which would cause the retainage, after such disbursement, to be less than five percent (5%) of the total amount of all hard costs construction line items previously disbursed, calculated as of the date of such instruction by Borrowers and with respect to each and every draw request funded thereafter.

(c) Any one or more advances may be withheld in whole or in part if Lender determines that the requested advance(s) would cause the amount committed or advanced to exceed the limitations set forth in the then effective Loan Budget or the limitations in Section 3.4.

3.7 TENANT IMPROVEMENTS / LEASING COMMISSIONS. Borrowers shall be entitled to receive aggregate advances, not to exceed the amounts set forth in the “Tenant Improvements” and “Leasing Commissions” line items, respectively, of the Property Level Budget, each as applicable with respect to each Property, for the payment of Tenant Improvements and Leasing Commissions incurred (collectively, “TI/LC Expenses”) in leasing space within such Property. Advances may be obtained by submitting to Lender a draw request otherwise complying with this Agreement, specifying the amount requested and the cost or costs to be paid with the requested funds, together with such supporting invoices, lien waivers, certificates, affidavits and other supporting documents as Lender may reasonably request. Advances for the payment of Leasing Commissions with respect to a given project lease shall be payable: (a) fifty percent (50%) upon execution of the lease; and (b) fifty percent (50%) upon the earlier of the (1) the first payment of rent under such lease or (2) delivery to Lender of an acceptable estoppel certificate signed by the tenant following the tenant’s occupancy and opening for business.

24 Loan No. 1015003

3.8 INTEREST RESERVE ADVANCES. At its option, Lender may make disbursements directly to Lender for the payment of interest which accrues and becomes due under the Note, if and to the extent the Loan Budget includes a line-item for interest reserve advances.

3.9 LENDER’S OPTIONAL DISBURSEMENTS. During the occurrence and continuance of a Default, Lender may make disbursements to cover any expenses or charges which are to be borne by Borrowers, including, but not limited to, the cost of any required legal fees, appraisals, inspections, certifications or surveys. Upon Borrowers’ request or during the occurrence and continuance of a Default, Lender may make any disbursements by payment to Borrowers or jointly to Borrowers and a General Contractor, Architect, subcontractor, supplier, or other Person performing work or furnishing materials in connection with the construction of the Construction Improvements. All disbursements shall be applied by Borrowers solely for the purposes for which the funds have been disbursed.

ARTICLE 4. CONSTRUCTION

4.1 COMMENCEMENT OF CONSTRUCTION. Borrowers shall (1) have commenced or will commence construction of the Construction Improvements with respect to the Bluegrass Valley II Property without delay after recordation of the Security Instruments, (2) Complete construction of the Construction Improvements with respect to the Bluegrass Valley II Property, free and clear of any mechanics’ and materialmen’s liens and stop payment notices, as applicable, in accordance with the Plans and Specifications and other provisions of the Loan Documents, with all construction costs having been paid, on or before the Original Maturity Date and (3) have commenced construction of the Construction Improvements with respect to the Lehigh Valley II Property at least ninety (90) days prior to the Original Maturity Date (or, if the Borrowers exercise the Option to Extend, at such date as required pursuant to Section 2.13(i) above).

4.2 COMPLETION OF CONSTRUCTION. Subject to Sections 4.1 and 4.3, Borrowers shall Complete construction of the Improvements (other than with respect to the Lehigh Valley II Property) on or before the Original Maturity Date.

4.3 FORCE MAJEURE. The time within which construction of the Construction Improvements and, if permitted by the applicable Lease, each applicable Tenant Improvements, must be Completed shall be extended for a period of time equal to the period of any delay directly affecting construction which is caused by fire, earthquake or other acts of God, strike, lockout, acts of public enemy, riot, insurrection, or governmental regulation of the sale or transportation of materials, supplies or labor; provided, however, that Borrowers shall furnish Lender with written notice satisfactory to Lender evidencing any such delay within ten (10) days from the date any Borrower becomes aware of the occurrence of any such delay. Other than with respect to the Lehigh Valley II Property, in no event shall the time for Completion thereof be extended beyond the earlier of (i) the Maturity Date or (ii) more than ninety (90) days beyond the outside date for Completion as set forth in Section 4.2 above.

4.4 CONSTRUCTION AGREEMENT. Prior to the commencement of any work, each Construction Borrower and applicable General Contractor shall have entered into and delivered to Lender a Construction Agreement pursuant to the terms and conditions of which each such General Contractor is to construct the Construction Improvements and prior to any work on Tenant Improvements, each applicable Borrower and the applicable Contractor shall have entered into and, if requested by Lender, delivered to Lender a Construction Agreement pursuant to the terms and conditions of which the applicable Contractor is to construct the applicable Tenant Improvements. Borrower shall require each General Contractor, as to the Construction Improvements, and the applicable Contractor, as to the applicable Tenant Improvements, to perform in accordance with the terms of the applicable Construction Agreement and shall not materially amend, modify or alter the responsibilities of such General Contractor or the other Contractors, as applicable, under the applicable Construction Agreement without Lender’s prior written consent. Promptly following the later of the (a) Effective Date and (b) the execution of a

25 Loan No. 1015003

General Contract, each applicable Construction Borrower shall execute an assignment of such Borrower’s rights under the Construction Agreements to Lender as security for such Borrower’s obligations under this Agreement and the other Loan Documents and shall cause the applicable General Contractor to consent to any such assignment pursuant to a Contractor’s Consent, in form and substance acceptable to Lender, and shall cause each Contractor to consent to such assignment pursuant to a Contractor’s Consent in the form attached hereto as Exhibit G. Notwithstanding the foregoing, if requested by Lender, each applicable Borrower shall cause each Contractor for any Tenant Improvements to execute and deliver to Lender a Contractor’s Consent in the form of Exhibit G hereto.

4.5 ARCHITECT’S AND DESIGN PROFESSIONAL’S AGREEMENT. Prior to the commencement of any work, each Construction Borrower and applicable Architect shall have entered into an Architect’s Agreement, pursuant to which each such Architect designed the applicable Construction Improvements. In connection with each Approved Lease for which Tenant Improvements are to be constructed, each applicable Borrower and the applicable Design Professionals shall have entered into a Design Professional Agreement, pursuant to which such Design Professional will design the Tenant Improvements. Each applicable Borrower shall require such Architect and Design Professionals to perform in accordance with the terms of each applicable Architect’s Agreement and each applicable Design Professional Agreement, respectively, and shall not materially amend, modify or alter the responsibilities of such Architect and Design Professionals under each Architect’s Agreement and each applicable Design Professional Agreement, respectively, without Lender’s prior written consent. Promptly following the later of the (a) Effective Date and (b) the execution of an Architect’s Agreement or other Design Professional Agreement, each Construction Borrower shall execute an assignment of the Architect’s Agreements and all other Design Professional Agreements and the Plans and Specifications prepared by such Architect and to be prepared by such Design Professionals, with respect to the Construction Improvements, to Lender as additional security for Borrowers’ performance under this Agreement and the other Loan Documents and shall cause each Architect to execute and deliver to Lender an assignment of each applicable Design Professional’s Agreement, pursuant to those certain Architect’s Consents and Assignments of Design Professional Agreements and Plans and Specifications, in a form acceptable to Lender, and each such Design Professional shall concurrently execute and deliver to Lender a Design Professional Consent, in the form of the Design Professional’s Consent attached hereto as Exhibit F. Notwithstanding the foregoing, if requested by Lender, each applicable Borrower shall cause each Design Professional for any of the Tenant Improvements to execute and deliver to Lender a Design Professional Consent in the form of Exhibit F hereto.

4.6 PLANS AND SPECIFICATIONS.

(a) Changes; Lender Consent. Prior to the commencement of construction on the Lehigh Valley II Property, Lender shall have reviewed and approved the Plans and Specifications for the Lehigh Valley II Property. Except as otherwise provided in this Agreement, no Borrower shall make any changes in the Plans and Specifications without Lender’s prior written consent if such change: (i) constitutes a material change in the building material or equipment specifications, or in the architectural or structural design, value or quality of any of the Construction Improvements; (ii) would result in a total increase of construction costs for the Improvements (whether by single change or multiple changes) in excess of the greater of (A) $100,000.00 or (B) five percent (5%) of the total construction hard costs of the applicable Construction Improvements as reflected in the Loan Budget; (iii) would affect the structural integrity, quality of building materials, or overall efficiency of operating systems of the Construction Improvements; or (iv) requires the approval of any tenant required under such applicable Lease or governmental authority. Without limiting the above, Lender agrees that a Borrower may make minor changes in the Plans and Specifications without Lender’s prior written consent, provided that such changes do not violate any of the conditions specified herein. Borrowers shall at all times maintain, for inspection by Lender, a full set of working drawings of the Constructions Improvements.

26 Loan No. 1015003

(b) Changes; Submission Requirements. Borrowers shall submit any proposed change in the applicable Plans and Specifications of the Construction Improvements requiring Lender’s consent to Lender at least five (5) Business Days prior to the commencement of construction relating to such proposed change. Requests for any change which requires consent shall be accompanied by working drawings and a written description of the proposed change, submitted on a change order form acceptable to Lender, signed by such Borrower and, if required by Lender, also by the applicable Architect and General Contractor. At its option, Lender may require the Borrowers to provide: (i) evidence satisfactory to Lender of the cost and time necessary to complete the proposed change; (ii) a deposit in the amount of any increased costs into the Guarantor Reserve Account only if as a result of the funding, the Loan will be out of balance, or Borrowers may pay the difference for such construction cost increase as a condition to any further advances by Lender hereunder for the Improvements; and (iii) a complete set of “as built” Plans and Specifications for the Completed Improvements (if required by Lender).

(c) Consent Process. Each Borrower acknowledges that Lender’s review of any changes and required consent may result in delays in construction and hereby consents to any such delays. Failure by Lender to respond by either approving or disapproving a request submitted within five (5) Business Days of delivery of the request for consent or approval and all information required for the evaluation of such request constitutes Lender’s approval of the item submitted for approval.

(d) Final Plans and Specifications. Upon Completion of the Construction Improvements, Borrowers shall deliver to Lender within ten (10) days of receipt thereof from the applicable Architect a set of such final “as built” Plans and Specifications.

4.7 CONTRACTOR/CONSTRUCTION INFORMATION. Within ten (10) days of Lender’s written request, Borrowers shall deliver to Lender from time to time in a form acceptable to Lender: (a) a list detailing the name, address and phone number of each General Contractor and each Major Subcontractor to be employed or used for construction of the Construction Improvements and, if requested by Lender for any Tenant Improvements, any other Contractor, together with the dollar amount, including changes, if any, of each contract for each General Contractor and each Major Subcontractor and other Contractors, and the portion thereof, if any, paid through the date of such list; (b) copies of each contract for each General Contractor and each Major Subcontractor (to the extent available) and other Contractors (to the extent available) identified in such list, including any changes thereto; (c) a cost breakdown of the projected total cost of constructing the Construction Improvements or Tenant Improvements, as applicable, and that portion, if any, of each cost item which has been incurred; and (d) a construction progress schedule detailing the progress of construction and the projected sequencing and completion time for uncompleted work, all as of the date of such schedule.

Lender acknowledges that R.S. Mowery & Sons, Inc., The Conlan Company and Butters Construction & Development, Inc. are approved as Contractors; provided, however, that such approval shall not constitute a warranty of qualification by Lender. Lender may contact any Contractor to discuss the course of construction provided Borrower receives notice of such contact.

4.8 PROHIBITED CONTRACTS. Without Lender’s prior written consent, no Borrower shall contract for any materials, furnishings, equipment, fixtures or other parts or components of the Construction Improvements, if any third party shall retain any ownership interest (other than lien rights created by operation of law) in such items after their delivery to a Construction Property. Such Borrower shall have five (5) days to effect the removal of any such retained interest.

4.9 LIENS AND NOTICES. If a lien affidavit is recorded or a notice of claim for unpaid work, materials or specially fabricated items or a notice of a contractual retainage claim is given to the any Borrower or Contractor which affects any Property, such Borrower shall, within thirty (30)

27 Loan No. 1015003

calendar days of such recording or receipt of such notice or within five (5) calendar days of Lender’s demand, whichever occurs first: (a) pay and discharge the lien claim; (b) effect the release thereof by recording or delivering to Lender a surety bond in sufficient form and amount; or (c) provide Lender with other assurances which Lender deems, in its reasonable discretion, to be necessary for the contest and payment of such lien claim and for the full and continuous protection of Lender from the effect of such lien claim.

4.10 CONSTRUCTION RESPONSIBILITIES. Construction Borrowers shall construct or cause to be constructed the Construction Improvements in a workmanlike manner according to the applicable Plans and Specifications. Construction Borrowers shall comply in all material respects with the applicable construction schedule furnished to Lender and shall comply with all applicable laws, ordinances, rules, regulations, building restrictions, recorded covenants and restrictions, and requirements of all regulatory authorities having jurisdiction over the Property or Improvements. Each portion and all of the Construction Improvements, except for approved off-site improvements, shall be constructed within building restriction and set-back lines, and shall not encroach upon, overhang or interfere with any easement, right-of-way, floodplain or other property. Construction Borrowers shall not commence the construction of any improvements on the Construction Property, except for those set forth in the applicable Plans and Specifications, without Lender’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Borrowers shall be solely responsible for all aspects of Borrowers’ business and conduct in connection with the Properties, including, without limitation, for the quality and suitability of the Plans and Specifications and their compliance with Applicable Laws, the supervision of the work of construction, the qualifications, and performance of all architects, engineers, contractors, material suppliers, consultants and property managers, and the accuracy of all applications for payment and the proper application of all disbursements. Lender is not obligated to supervise, inspect or inform any Borrower or any third party of any aspect of the construction of the Construction Improvements or any other matter referred to above.

4.11 ASSESSMENTS AND COMMUNITY FACILITIES DISTRICTS. Without Lender’s prior written consent, no Borrower shall cause or suffer to become effective or otherwise consent to the formation of any assessment district or community facilities district which includes all or any part of any Property pursuant to: (a) contractual agreements among property owners and/or other governmental or quasi-governmental agencies or political subdivisions or districts, or other entity providing such community facilities; or (b) any state, county or municipal ordinance, law, regulation or statute. Nor shall any Borrower cause or otherwise consent to the levying of special taxes or assessments against any Property by any such assessment district or community facilities district.

4.12 DELAY. Borrowers shall promptly notify Lender in writing of any event causing material delay or interruption of construction, or the timely completion of construction. The notice shall specify the particular work delayed, and the cause and period of each delay.

4.13 INSPECTIONS. In connection with any request for a disbursement of the Loan related to construction of the Construction Improvements or any Tenant Improvements, Lender or its agent shall have the right to inspect and approve in accordance with the terms hereunder the Tenant Improvements and Construction Improvements and the construction work thereof prior to and as a condition precedent to disbursing any such Loan proceeds. Subject to the rights of tenants under Approved Leases and upon reasonable prior notice to the applicable Borrower, Lender and its employees and its agent shall have the right to enter upon a Property at all reasonable times from time to time (including with respect to clause (b) herein, whether before or after the commencement of a foreclosure proceeding) to inspect (a) the Tenant Improvements, (b) the Construction Improvements and the construction work related to the Construction Improvements to verify information disclosed or required pursuant to this Agreement and (c) a Property for the purpose of determining the existence, location, nature and magnitude of any past or present release or threatened release of any Hazardous Materials (as defined in the Hazardous Materials Indemnity Agreement) into, onto, beneath or from such Property. Any inspection or review of the

28 Loan No. 1015003

Improvements by Lender with regard to clause (a) above is solely to determine whether Borrowers are properly discharging their obligations to Lender and may not be relied upon by Borrowers or by any third party as a representation or warranty of compliance with this Agreement or any other agreement. Lender owes no duty of care to Borrowers or any third party to protect against, or to inform Borrowers or any third party of, any negligent, faulty, inadequate or defective design or construction of the Construction Improvements as determined by Lender. All inspection costs of Lender shall be at Borrowers’ cost and expense.

4.14 SURVEYS. Upon Lender’s written request, Borrowers shall promptly deliver to Lender: (a) a perimeter survey of each Construction Property; (b) upon completion of the foundations of the applicable Construction Improvements, a survey showing the location of such Construction Improvements on the applicable Construction Property and confirming that the Construction Improvements are located entirely within the applicable Construction Property and do not encroach upon any easement, or breach or violate any governmental requirement; and (c) upon completion of the Construction Improvements, an as-built survey of the applicable Construction Property. All such surveys shall be performed and certified by a licensed engineer or surveyor acceptable to Lender and the Title Company, shall be prepared according to current ALTA/ACSM Minimum Standard Detail Requirements and any additional items required by Lender or the Title Company, and shall be certified to Lender and the Title Company.

4.15 IN BALANCE PAYMENTS. The Loan shall at all times be In-Balance. If Lender determines at any time that the Loan is not In-Balance, then Borrowers shall deposit the necessary In-Balance Payments with Lender in the Guarantor Reserve Account following Lender’s written demand and prior to the next draw request.

ARTICLE 5. INSURANCE

Borrowers shall, while any obligation of any Borrower or the Guarantor under any of the Loan Documents remains outstanding, maintain at Borrowers’ sole expense, with licensed insurers approved by Lender, the following policies of insurance with respect to each Property in form and substance satisfactory to Lender. Capitalized terms used in this Article shall have the same meaning as such terms are commonly and presently defined in the insurance industry.

5.1 TITLE INSURANCE. A Title Policy, together with any endorsements which Lender may require, insuring Lender, in the principal amount of the Loan, of the validity and the priority of the lien of the Security Instruments upon the Properties, subject only to matters approved by Lender in writing. During the term of the Loan, Borrowers shall deliver to Lender, within five (5) days of Lender’s written request, such other endorsements to the Title Policy as Lender may require.

5.2 PROPERTY INSURANCE. A Builders All Risk/Special Form Completed Value (Non-Reporting Form) Hazard Insurance policy, including, without limitation, theft coverage and such other coverages and endorsements as Lender may require, insuring Lender against damage to the Property and Improvements in an amount not less than one hundred percent (100%) of the full replacement cost at the time of Completion of the Improvements. Such coverage should adequately insure any and all Loan collateral, whether such collateral is onsite, stored offsite or otherwise.

5.3 FLOOD HAZARD INSURANCE. A policy of flood insurance, as deemed necessary by Lender, in an amount required by Lender, but in no event less than the amount sufficient to meet the requirements of applicable law and governmental regulation, but in no event more than the maximum limit available under the National Flood Insurance Act.

5.4 LIABILITY INSURANCE. A policy of commercial general liability insurance on an occurrence basis, with a combined limit of not less than $5,000,000 in the aggregate and for each occurrence, insuring against liability for injury and/or death to any person and/or damage to any property occurring on the Property and/or in the Improvements. During the period of any

29 Loan No. 1015003

construction, Borrowers shall cause its contractors and/or subcontractors to maintain in full force and effect any or all of the liability insurance required hereunder. Lender may require that Lender be named as an additional insured on any such policy. Whether any Borrower employs a general contractor or performs as owner-builder, Lender may require that coverage include statutory workers’ compensation insurance.

5.5 OTHER COVERAGE. Borrowers shall provide to Lender evidence of such other reasonable insurance in such reasonable amounts as Lender may from time to time request against such other insurable hazards with respect to a Property or Properties which at the time are required to be insured against by Lender in accordance with commercially reasonable market standards for property similar to the subject Property located in or around the region in which the subject Property is located. Such coverage requirements may include, but are not limited to, coverage for earthquake, wind, acts of terrorism, mold, business income, delayed business income, rental loss, sink hole, soft costs, tenant improvement or environmental.

5.6 GENERAL. Borrowers shall provide to Lender insurance certificates or other evidence of coverage in form acceptable to Lender, with coverage amounts, deductibles, limits and retentions as required by Lender. All insurance policies shall provide that the coverage shall not be cancelable without ten (10) days prior written notice to Lender of any cancellation for nonpayment of premiums, and not less than thirty (30) days prior written notice to Lender of any other cancellation. Borrowers shall provide notice of any modification that constitutes a reduction in coverage. Lender shall be named under a Lender’s Loss Payable Endorsement or a Standard Mortgagee Clause (in form acceptable to Lender) on all insurance policies which each Borrower actually maintains with respect to the Property. All insurance policies shall be issued and maintained by insurers approved to do business in the state in which the Property is located and must have an A.M. Best Company financial rating and policyholder surplus of “A-VI” or better.

5.7 COLLATERAL PROTECTION INSURANCE NOTICE. (A) EACH BORROWER IS REQUIRED TO: (i) KEEP THE PROPERTIES AND IMPROVEMENTS INSURED AGAINST DAMAGE IN THE AMOUNT SPECIFIED BY LENDER PURSUANT TO THE TERMS HEREOF; (ii) PURCHASE THE INSURANCE FROM AN INSURER THAT IS AUTHORIZED TO DO BUSINESS IN THE STATE WHERE ANY SUCH PROPERTY IS LOCATED OR AN ELIGIBLE SURPLUS LINES INSURER; AND (iii) NAME LENDER AS THE PERSON TO BE PAID UNDER THE POLICY IN THE EVENT OF A LOSS; (B) BORROWERS MUST, IF REQUIRED BY LENDER, DELIVER TO LENDER A COPY OF THE POLICY AND PROOF OF THE PAYMENT OF PREMIUMS THEREFOR; AND (C) IF BORROWERS FAILS TO MEET ANY REQUIREMENT LISTED IN CLAUSES (A) OR (B) HEREOF, LENDER MAY OBTAIN COLLATERAL PROTECTION INSURANCE ON BEHALF OF BORROWERS AT BORROWERS’ EXPENSE.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES

As a material inducement to Lender’s entry into this Agreement, each Borrower represents and warrants to Lender as of the Effective Date and continuing thereafter that:

6.1 AUTHORITY/ENFORCEABILITY. Each Borrower is in compliance, in all material respects, with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers and organizational authority to borrow, own, improve and operate the Properties and Improvements as contemplated by the Loan Documents.

6.2 BINDING OBLIGATIONS. Each Borrower is authorized to execute, deliver and perform its obligations under the Loan Documents, and such obligations shall be valid and binding obligations of such Borrower.

6.3 FORMATION AND ORGANIZATIONAL DOCUMENTS. Borrowers have delivered to Lender all formation and organizational documents of Borrowers, Guarantor and Indemnitor, and each of their respective Constituent Entities, and all such formation and organizational documents remain

30 Loan No. 1015003

in full force and effect and have not been amended or modified since they were delivered to Lender. Borrowers shall not and shall not allow Guarantor and Indemnitor and any of their respective Constituent Entities to amend, supplement or restate any of such formation and organizational documents if it would have a Material Adverse Effect. Borrowers shall immediately provide Lender with copies of any amendments, supplements or restatements of the formation or organizational documents of any Borrower, Guarantor and Indemnitor. A true and accurate organizational chart showing the direct and indirect owners of Borrower is attached hereto as Schedule 6.3.

6.4 NO VIOLATION. Borrowers’ execution, delivery, and performance under the Loan Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) violate any governmental requirement applicable to any Property and Improvements or any other statute, law, regulation or ordinance or any order or ruling of any court or governmental entity; (c) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which any Borrower is or any Property and Improvements are bound or regulated; or (d) violate any statute, law, regulation or ordinance, or any order of any court or governmental entity.

6.5 COMPLIANCE WITH LAWS; USE. Borrowers have, and at all times shall have obtained (when necessary and applicable), all permits, licenses, exemptions, and approvals necessary to construct, occupy, operate and market the Properties and Improvements, and shall maintain compliance with all governmental requirements applicable to the Properties and Improvements and all Applicable Laws necessary for the transaction of its business, other than de minimis non-compliance, and shall require its lessees or licensees to do the same. Each Property is one or more parcels, each lawfully created in compliance with all subdivision laws and ordinances, and is in compliance with applicable zoning laws for the stated use of the Property and Improvements as disclosed to Lender at the time of execution hereof.

6.6 LITIGATION. Except as disclosed in Schedule 6.6 attached hereto, there are no claims, actions, suits, or proceedings pending, or to any Borrower’s knowledge threatened, against any Borrower or affecting any Property that could have a Material Adverse Effect.

6.7 FINANCIAL CONDITION. The financial statements of Borrowers (including operating statements for each Property) and Guarantor heretofore and hereafter delivered to Lender by Borrowers or Guarantor are or will (i) be materially complete and correct, (ii) present fairly and accurately the financial condition of such party, (iii) disclose all liabilities that are required by the Liquidation Basis Accounting (GAAP) consistently applied, to be reflected or reserved against, and (iv) be prepared in accordance with the same accounting standard used by Borrowers or Guarantor to prepare the financial statements delivered to and approved by Lender in connection with the making of the Loan, or other accounting standards approved by Lender. Since the date of such financial statements, there has been no change in such financial condition which could reasonably be expected to have a Material Adverse Effect, nor has any asset or properties reflected on such financial statement been sold, transferred, assigned mortgaged, pledged or encumbered which would have a Material Adverse Effect, except as previously disclosed in writing by Borrowers or Guarantor to Lender. Each Borrower acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.

6.8 NO MATERIAL ADVERSE CHANGE. There has been no material adverse change in the financial condition of any Borrower and/or Guarantor since the dates of the latest financial statements furnished to Lender and, except as otherwise disclosed to Lender in writing, no Borrower has entered into any material transaction which is not disclosed in such financial statements and which could have a Material Adverse Effect.

31 Loan No. 1015003

6.9 LOAN PROCEEDS AND ADEQUACY. The undisbursed Loan proceeds, together with Borrowers’ Funds and all other sums provided by Borrowers are sufficient to construct the Construction Improvements and Tenant Improvements in accordance with the terms and conditions of this Agreement.

6.10 ACCURACY. To the best of each Borrower’s knowledge, all reports, documents, instruments and written information delivered by Borrowers or Guarantor to Lender in connection with the Loan, as of the date delivered: (i) are correct in all material respects and sufficiently complete to give Lender accurate knowledge of their subject matter thereof; and (ii) do not contain any material misrepresentation of a material fact or omission of a material fact which omission makes the provided information misleading in any material respect.

6.11 TAX LIABILITY. Each Borrower has filed all required federal, state, county and municipal tax returns and has paid all taxes and assessments owed and payable, and no Borrower has knowledge of any basis for any additional payment with respect to any such taxes and assessments.

6.12 UTILITIES. All utility services, including, without limitation, gas, water, sewage, electrical and telephone, necessary for the operation and occupancy of each Property are available at or within the boundaries of such Property.

6.13 COMPLIANCE. Each Borrower is familiar with and in compliance with all governmental requirements for the ownership, occupancy and operation of the Properties and will conform to and comply with all governmental requirements and the Plans and Specifications.

6.14 AMERICANS WITH DISABILITIES ACT COMPLIANCE. The Construction Improvements have been designed and constructed and completed, and will hereafter be maintained, and any Construction Improvements will be designed, constructed and maintained, in compliance with all of the requirements of the ADA, and with any and all similar Applicable Laws of the State where any such Property is located, as each may be amended from time to time. Borrowers shall be responsible for all ADA compliance costs.

6.15 BUSINESS LOAN. The Loan is a business loan transaction in the stated amount solely for the purpose of carrying on the business of Borrowers and none of the proceeds of the Loan will be used for the personal, family or agricultural purposes of any Borrower.

6.16 TAX SHELTER REGULATIONS. Neither any Borrower nor Guarantor, nor any subsidiary of any of the foregoing intends to treat the Loan or the transactions contemplated by this Agreement and the other Loan Documents as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). If Borrowers, or any other party to the Loan determines to take any action inconsistent with such intention, Borrowers will promptly notify Lender thereof. If any Borrower so notifies Lender, Borrowers acknowledge that Lender may treat the Loan as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and Lender will maintain the lists and other records, including the identity of the applicable party to the Loan as required by such Treasury Regulation.

6.17 FULL FORCE AND EFFECT. The Note and other Loan Documents are in full force and effect without any defense, counterclaim, right or claim of set-off; all necessary action to authorize the execution and delivery of this Agreement has been taken.

6.18 NO SUBORDINATION. There is no agreement, indenture, contract or instrument to which any Borrower is a party or by which any Borrower may be bound that requires the subordination in right of payment of any of Borrowers’ obligations under this Agreement to any other obligation of any Borrower.

32 Loan No. 1015003

6.19 PERMITS; FRANCHISES. Borrowers possesses, and will hereafter possess, all permits, memberships, franchises, contracts and licenses required and all trademark rights, trade names, trade name rights, patents, patent rights and fictitious name rights necessary to enable it to conduct the business in which it is now engaged without conflict with the rights of others.

6.20 OTHER OBLIGATIONS. Borrowers are not in default (beyond applicable notice and cure periods) on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instrument or obligation, which default shall result in a loss, payment or liability in excess of (i) $500,000 for all such defaults applicable to a single Property or (ii) $1,500,000, in the aggregate for such defaults with respect to all the Properties; provided, however, Borrowers will not be deemed to be in default if Borrowers are engaged in and diligently pursuing in good faith proceedings appropriate to contest the validity or amount of such obligation.

6.21 LEASES. The Schedule of Leases attached hereto as Schedule 6.22 is, as of the date hereof, a true, accurate and complete list of all Leases.

6.22 MATERIAL CONTRACTS. As of the date hereof, no Material Contracts affect any Property.

6.23 SANCTIONS. (a) No Person within the Borrowing Group is or will be a Sanctioned Person; (b) no Person within the Borrowing Group is or will be controlled by or is acting on behalf of a Sanctioned Person; (c) no Person within the Borrowing Group is under investigation for an alleged breach of Sanction(s) by a governmental authority that enforces Sanctions; (d) no Person within the Borrowing Group will use any of the Loan proceeds for the purpose of: (i) providing financing to or otherwise making funds directly or indirectly available to any Sanctioned Person; or (ii) providing financing to or otherwise funding any transaction which would be prohibited by Sanctions or would otherwise cause the Lender or any other party to this Agreement, or any entity affiliated with any such party, to be in breach of any Sanction; (e) no Person within the Borrowing Group will fund any repayment of the Loan with proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause the Lender or any other party to this Agreement, or any entity affiliated with any such party, to be in breach of any Sanction; (f) Borrower will ensure that appropriate controls and safeguards are in place to fully comply with this Section and the Borrower will notify the Lender in writing not more than three (3) Business Day after becoming aware of any breach of this Section.

6.24 PROJECT INFORMATION. (a) The recitals described in this Agreement with respect to the project are true and correct; (b) each Property includes, or will include upon the Completion of construction, adequate on-site parking to comply with Applicable Laws; (c) each the Property currently abuts and has paved access to, or will have paved access to a completed and dedicated public thoroughfare; (d) all water, sewer, natural gas (if applicable), electricity, refuse collection and telephone service, and police and fire protection, necessary for construction of the Construction Improvements, and operation of each Property after Completion, are available or will be available upon the Completion of construction, and Borrowers will cause such utilities to be installed and connected to each Property, to the extent not already installed and connected; and (e) no Borrower has knowledge that any archaeological ruins, discoveries or specimens exist on any Property.

6.25 REAFFIRMATION AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Each request by Borrowers for an advance under this Agreement shall constitute an affirmation on the part of each Borrower that the representations and warranties contained in this Agreement and the other Loan Documents given in connection with the Loan are true and correct in all material respects (or, in the case of any representation or warranty expressly qualified by materiality or Material Adverse Effect, in all respects) on and as of such date of such borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, in the case of any representation or

33 Loan No. 1015003

warranty expressly qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date. All representations and warranties made herein shall survive the execution of this Agreement, the making of all advances hereunder and the execution and delivery of all other documents and instruments in connection with the Loan, so long as Lender has any commitment to lend to Borrowers hereunder and until the Loan has been paid in full.

ARTICLE 7. REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING

SPECIAL PURPOSE ENTITY STATUS

7.1 REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING SPECIAL PURPOSE ENTITY (“SPE”) STATUS. Each Borrower hereby represents, warrants and covenants to Lender, with regard to each such Borrower, as follows:

(a) Limited Purpose. The sole purpose to be conducted or promoted by any Borrower since its organization is to engage in the following activities: (i) to acquire, own, hold, lease, operate, manage, maintain, develop and improve, the applicable Property and, if applicable, construct the Construction Improvements; (ii) to enter into and perform its obligations under the Loan Documents; (iii) to sell, transfer, service, convey, dispose of, pledge, assign, borrow money against, finance, refinance or otherwise deal with each Property to the extent permitted under the Loan Documents; and (iv) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above mentioned purposes.

(b) Limitations on Debt, Actions. Except as expressly permitted in the Loan Documents and notwithstanding anything to the contrary in any other document governing the formation, management or operation of each Borrower, no Borrower shall (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section 7.1; (iii) incur, create or assume any indebtedness or liabilities other than (A) the Loan; (B) any Swap Agreement between Borrower and Lender; (C) taxes applicable to the applicable Property; (D) any Permitted Debt; and (E) tenant improvement and leasing commission liability, which are not financed outside this Loan; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that a Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; (vii) own any asset or property other than the Properties and incidental personal property necessary for the ownership or operation of the Properties; or (viii) take any material action without the written approval of all members and general partners, as applicable, whose approval is required by the organizational documents of each Borrower.

(c) Separateness Covenants. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any Affiliate, each Borrower represents and warrants that in the conduct of its operations since its organization has and will continue to observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets; (iii) comply with all organizational

34 Loan No. 1015003

formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that Borrower’s assets may be included in a consolidated financial statement of its Affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of each Borrower from such Affiliate and to indicate that such Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person, except as contemplated by the Loan Documents; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates; (viii) not enter into any transaction with any Affiliate, except on an arm’s-length basis on terms which are no less favorable than would be available for unaffiliated third parties, and pursuant to written, enforceable agreements; (ix) conduct business in its own name, and to the extent any Borrower uses stationery, invoices or checks, use separate stationery, invoices and checks bearing its own name; (x) not commingle its assets or funds with those of any other Person; (xi) except as contemplated by the Loan Documents, not assume, guarantee or pay the debts or obligations of any other Person; (xii) correct any known misunderstanding as to its separate identity; (xiii) not permit any Affiliate to guarantee or pay its obligations (other than limited guarantees and indemnities set forth in the Loan Documents); (xiv) not make loans or advances to any other Person; (xv) pay its liabilities and expenses out of and to the extent of its own funds; (xvi) intentionally omitted; and (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided, however, that the foregoing shall only apply to the extent that there is positive net cash flow at the Properties after the payment of all operating expenses and debt service on the Loan, and shall not require any equity owner to make additional capital contributions to Borrowers.

Failure of any Borrower to comply with any of the covenants contained in this Section or any other covenants contained in this Agreement shall not affect the status of such Borrower as a separate legal entity.

(d) SPE Covenants in Borrower Organizational Documents. Each Borrower covenants and agrees to incorporate the provisions contained in this Section into such Borrower’s organizational documents and such Borrower agrees not to amend, modify or otherwise change its organizational documents with respect to the provisions of this Section without the prior written consent of the Lender.

ARTICLE 8. HAZARDOUS MATERIALS

8.1 HAZARDOUS MATERIALS INDEMNITY AGREEMENT. Simultaneously herewith, Borrowers and Guarantor have executed and delivered to Lender the Hazardous Materials Indemnity Agreement, which Hazardous Materials Indemnity Agreement is not secured by the Security Instrument.

ARTICLE 9. COVENANTS OF BORROWERS

9.1 EXPENSES. Borrowers shall promptly pay Lender following receipt of written request therefor all actual out-of-pocket costs and expenses incurred by Lender in connection with: (a) the preparation of this Agreement, all other Loan Documents and Other Related Documents contemplated hereby; (b) any modifications and amendments, if any, of this Agreement, any of the Other Loan Documents or any Other Related Documents; (c) the processing of any Borrower or Guarantor requests made hereunder, under any of the other Loan Documents and under any Other Related Document; (d) the enforcement or satisfaction by Lender of any of Borrowers’

35 Loan No. 1015003

obligations under this Agreement, the other Loan Documents and Other Related Documents; or (e) otherwise protecting Lender’s interests under this Agreement, any other Loan Document and any Other Related Documents, including, without limitation, in connection with any “work-out” of the Loan or any bankruptcy, insolvency, receivership, reorganization, rehabilitation, liquidation or other similar proceeding in respect of any Loan Party or an assignment by any Loan Party for the benefit of its creditors. For all purposes of this Agreement, Lender’s costs and expenses shall include, without limitation, all (in each case, reasonable except in the event a Default exists) appraisal fees, cost engineering, monthly inspection fees, legal fees and expenses, accounting fees, environmental consultant fees, auditor fees, recording taxes, recording fees, filing fees, UCC filing fees and/or UCC vendor fees, flood certification vendor fees, tax service vendor fees, and the cost to Lender of any title insurance and endorsement premiums, title surveys, release and notary fees. Borrowers recognizes and agree that formal written appraisals of the Property by a licensed independent appraiser may be required by Lender’s internal procedures and/or federal regulatory reporting requirements on an annual and/or specialized basis and that Lender may, at its option, require inspection of the Property and Construction Improvements by an independent supervising architect and/or cost engineering specialist: (i) prior to each advance; (ii) at least once each month during the course of construction even though no disbursement is to be made for that month; (iii) upon completion of all Construction Improvements; and (iv) at least annually thereafter; however such Appraisals shall be obtained at Lender’s sole cost other than (A) the Appraisal obtained in connection with approval of the Loan and approval of each option to extend the term of the Loan, (B) Appraisal obtained by reason of any regulatory requirements imposed on Lender, and (C) any Appraisal obtained during the existence of a Default. If any of the services described above are provided by an employee of Lender or its affiliates, Lender’s costs and expenses for such services shall be calculated in accordance with Lender’s standard charge for such services.

9.2 ERISA COMPLIANCE. Borrowers shall at all times comply with the provisions of the Employment Retirement Income Security Act of 1974, as amended from time to time, including all regulations promulgated and case law thereunder (“ERISA”) with respect to any retirement or other employee benefit plan to which it is a party as employer, and as soon as possible after any Borrower knows, or has reason to know, that any Reportable Event (as defined in ERISA) with respect to any such plan of such Borrower has occurred, it shall furnish to Lender a written statement setting forth details as to such Reportable Event and the action, if any, which Borrower proposes to take with respect thereto, together with a copy of the notice of such Reportable Event furnished to the Pension Benefit Guaranty Corporation.

9.3 LEASING. Borrowers shall use commercially reasonable efforts to maintain all leasable space in the Properties leased at no less than fair market rental rates.

9.4 APPROVAL OF LEASES. No Borrower shall execute any Lease (including any renewals or material modifications or amendments) for all or any part of any Property unless same is an Approved Lease. Except for Deemed Approved Leases, Lender shall approve or disapprove any proposed Lease submitted by a Borrower within ten (10) days after such Borrower has submitted to Lender each of the following (collectively, the “Approval Information”): (i) a written request for approval, (ii) the proposed form of Lease (with any changes from the Approved Lease Form marked or redlined), and (iii) financial and background information regarding the proposed tenant and such other information reasonably requested by Lender. Provided no Default exists, any action with respect to any proposed Lease requiring Lender’s consent shall be deemed approved by Lender if Lender does not approve or disapprove any requested action within ten (10) Business Days after receipt by Lender of the Approval Information. Any such notice given by a Borrower under this Section 9.4 shall include in large, bold text: “THIS IS A REQUEST FOR LEASE APPROVAL. IF YOU DO NOT RESPOND WITHIN TEN (10) BUSINESS DAYS, YOU SHALL BE DEEMED TO HAVE APPROVED THIS REQUEST.” All Lease terminations (i) effective prior to the Lease expiration date or (ii) triggered for reasons other than an uncured default thereunder shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Any material change to the Approved Lease Form shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed.

36 Loan No. 1015003

9.5 SNDA Delivery. In the event Lender requires a subordination, non-disturbance and attornment agreement in a form acceptable to Lender (“SNDA”) in connection with any one or more Leases of any Property, Borrowers shall use commercially reasonably efforts to deliver to Lender in recordable form, with property notary acknowledgements attached, the executed, unmodified originals of any such SNDA within thirty (30) days of Lender’s request for same. Each Borrower hereby acknowledges that Lender’s delivery of any such SNDA to a Borrower for execution shall be deemed equivalent to Lender’s written notice requesting the same of Borrowers.

9.6 DISTRIBUTIONS. In no event shall any operating income of any Borrower be distributed to any partner, venturer, member or equity investor of Borrower during the occurrence and continuance of a Default. Notwithstanding the foregoing, in the event any fees are not paid under the Advisory Agreement during the occurrence and continuance of a Default by reason of this Section (“Unpaid Advisory Fees”), then upon the cure of such Default, as confirmed by Lender acting reasonably in writing, Borrowers may make distributions pursuant to the terms herein.

9.7 SUBDIVISION MAPS. Prior to recording any final map, plat, parcel map, lot line adjustment or other subdivision map of any kind covering any portion of any Property (collectively, “Subdivision Map”), Borrowers shall submit such Subdivision Map to Lender for Lender’s review and approval, which approval shall not be unreasonably withheld. Within ten (10) Business Days after Lender’s receipt of such Subdivision Map, Lender shall provide Borrowers written notice if Lender disapproves of said Subdivision Map. Lender shall be deemed to have approved the Subdivision Map if such notice is not provided to Borrowers. Within five (5) Business Days after Lender’s request, Borrowers shall execute, acknowledge and deliver to Lender such amendments to the Loan Documents as Lender may reasonably require to reflect the change in the legal description of such Property resulting from the recordation of any Subdivision Map. In connection with and promptly after the recordation of any amendment or other modification to any Security Instrument recorded in connection with such amendments, Borrowers shall deliver to Lender, at Borrowers’ sole expense, a title endorsement to the Title Policy in form and substance satisfactory to Lender insuring the continued first priority lien of such Security Instrument. Subject to the execution and delivery by Borrower of any documents required under this Section, Lender shall, if required by applicable law, sign any Subdivision Map approved, or deemed to be approved, by Lender pursuant to this Section. For avoidance of doubt, Lender hereby approves the proposed lot line adjustment of the Bluegrass Valley II Property.

9.8 SECURITY DEPOSITS. Borrowers shall deposit into an account with and, to the extent permitted by Applicable Laws, controlled by Lender (the “Security Deposit Account”) security deposits under Approved Leases. As additional security for Borrowers’ performance under the Loan Documents, to the extent permitted by law, each Borrower hereby irrevocably pledges and assigns to Lender all monies at any time deposited in the Security Deposit Account, subject to tenant’s rights in and to the deposits under Approved Leases. Provided there is no Default by any Borrower in existence, Borrowers may withdraw funds from the Security Deposit Account for application as permitted under the applicable Approved Lease and to cover any amounts which Borrowers certify in writing to Lender are recoverable from the applicable tenant’s security deposit. Notwithstanding the foregoing, from time to time Lender may require an accounting from Borrowers of funds in the Security Deposit Account, and in the event that Borrowers’ accounting discloses a balance in the Security Deposit Account less than the aggregate amount of security deposits collected (less any amounts legitimately applied in accordance with this Section 9.8), Borrowers shall promptly, but in any event within five (5) Business Days and prior to any further withdrawals from the Security Deposit Account by Lender, fund additional monies into the Security Deposit Account such that no discrepancy remains. Upon satisfaction of the Loan in full, any tenant security deposits held by Lender shall be returned to Borrowers. Upon a Partial Release, any tenant security deposits held by Lender with respect to the Property or Properties subject to the Partial Release shall be returned to Borrowers. In addition, following termination of

37 Loan No. 1015003

any Approved Lease, provided a Default does not then exist, any tenant security deposits held by Lender with respect to such terminated Approved Lease may be withdrawn by Borrowers to the extent that Borrowers are obligated to return same to tenant; provided, however, if a Default exists, Borrowers shall not have the right to withdraw such amounts directly, but may request a withdrawal of any tenant security deposits held by Lender with respect to such terminated Approved Lease and Lender shall either (i) make such funds available to Borrowers for return to the applicable tenant or (ii) return such funds directly to the tenant. Each Borrower hereby represents to and for the benefit of Lender that nothing contained in this Section 9.8 conflicts with the terms of any Approved Lease.

9.9 GOVERNMENTAL COMPLIANCE. Each Borrower shall comply (and shall cause its respective Property to comply) with all Applicable Laws other than de minimis non-compliance.

9.10 ASSIGNMENT. Without the prior written consent of Lender and except as otherwise provided with respect to Permitted Transfers, no Borrower shall assign such Borrower’s interest under any of the Loan Documents, or in any monies due or to become due thereunder, and any assignment without such consent shall be void. In this regard, each Borrower acknowledges that Lender would not make this Loan except in reliance on Borrowers’ expertise, reputation, prior experience in developing and constructing commercial real property, Lender’s knowledge of Borrowers, and Lender’s understanding that this Agreement is more in the nature of an agreement involving personal services than a standard loan where Lender would rely on security which already exists.

9.11 MANAGEMENT AND LEASING OF PROPERTIES. Subject to the last sentence of this Section 9.11, without the prior written consent of Lender, no Borrower shall enter into any agreement providing for the management, leasing or operation of any Property. Without the prior written consent of Lender, no Borrower shall terminate or materially amend the Management Agreement or any Listing Agreement required to be approved by Lender. Notwithstanding the foregoing, a Borrower may enter into without the consent of Lender an agreement for the leasing of a Property if such agreement is terminable without cause, payment or penalty upon thirty (30) days or less notice and following the execution of such agreement such Borrower shall not amend any such criteria.

9.12 SUBORDINATION OF MANAGEMENT AGREEMENT. Borrowers shall cause each Manager that enters into a Management Agreement to enter into a Management Agreement Subordination to subordinate such Management Agreement to the Loan and collaterally assign such Management Agreement to Lender. Any such agreement shall provide that Lender may terminate the Management Agreement without payment of termination fees, liquated damages or penalty upon the occurrence of (a) a Default or (b) a foreclosure of the applicable Security Instrument or the acceptance by Lender of a deed in lieu of foreclosure.

9.13 SUBORDINATION OF LISTING AGREEMENT. Borrowers shall cause each Listing Agent that enters into a Listing Agreement to enter into a Listing Agreement Subordination to subordinate such Listing Agreement to the Loan and collaterally assign such Listing Agreement to Lender, unless such Listing Agreement is terminable without cause, payment or penalty upon thirty (30) days or less notice. Any such agreement shall provide that Lender may terminate the Listing Agreement without payment of termination fees, liquated damages or penalty upon the occurrence of (a) a Default or (b) a foreclosure of the Security Instrument or the acceptance by Lender of a deed in lieu of foreclosure.

9.14 MANAGER. Each Borrower warrants, represents and agrees that it shall cause any Manager retained with respect to one or more Properties to operate, administer, manage and lease such applicable Properties in a commercially first class manner. Each Borrower warrants and represents that any existing Manager or any future Manager has or will have expertise in operating, managing, administering and leasing office building properties similar to the Property or Properties such Manager manages. In addition, each Borrower covenants and agrees that in no event shall such Borrower amend, modify, assign or terminate the terms and provisions of any

38 Loan No. 1015003

Management Agreement (nor any of its rights thereunder) without the Lender’s prior written consent. Each Borrower covenants and agrees to promptly provide to Lender a copy of any such amendment, modification, assignment or termination.

9.15 DEVELOPMENT OF PROPERTIES. Except for the Development Agreements, no Borrower shall enter into any agreement providing for the development of any Property without Lender’s prior written consent. Without the prior written consent of Lender, Borrower shall not terminate or materially amend any Development Agreement or any development agreement approved by Lender.

9.16 SWAP AGREEMENTS. If any Borrower enters into any Swap Agreement with Lender, such Borrower shall, upon receipt from Lender, execute promptly all documents evidencing such transaction. If at any time any Borrower enters into a Swap Agreement in connection with the Loan, then such Borrower shall assign its rights to payment under such Swap Agreement to Lender as additional security for the Loan pursuant to a collateral assignment of interest rate protection agreement in form and content reasonably acceptable to Lender.

9.17 SUBORDINATION OF DEVELOPMENT AGREEMENT. Borrowers shall cause each Developer that enters into a Development Agreement with respect to the Bluegrass Valley II Property or the Lehigh Valley II Property or any new Development Agreement with respect to a Property or Properties after the Effective Date to enter into a Development Agreement Subordination to subordinate such Development Agreement to the Loan and collaterally assign such Development Agreement to Lender. Any such agreement shall provide that Lender may terminate the Development Agreement without payment of termination fees, liquated damages or penalty upon the occurrence of (a) a Default or (b) a foreclosure of the applicable Security Instrument or the acceptance by Lender of a deed in lieu of foreclosure.

9.18 PROPERTY TRANSFERS.

(a) Prohibited Property Transfers. Borrower shall not cause or permit any Transfer of all or any part of any Property (collectively, a “Prohibited Property Transfer”), including, without limitation, (i) a lease of all or a material part of any Property for any purpose other than actual occupancy by a space tenant; and (ii) the Transfer of all or any part of a Borrower’s right, title and interest in and to any Lease or Lease payments.

(b) Permitted Property Transfers. Notwithstanding the foregoing, none of the following Transfers shall be deemed to be a Prohibited Property Transfer: (i) a Permitted Transfer or other Transfer, which is expressly permitted under this Agreement (including pursuant to Section 2.12 above); (ii) a Lease which is permitted under the terms of the Loan Documents; (iii) the sale of inventory in the ordinary course of business.

9.19 EQUITY TRANSFERS.

(a) Prohibited Equity Transfers. Borrower shall not cause or permit any Transfer of any direct or indirect legal or beneficial interest in a Restricted Party (collectively, a “Prohibited Equity Transfer”), including without limitation, (i) if a Restricted Party is a corporation, any merger, consolidation or other Transfer of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (ii) if a Restricted Party is a limited partnership, limited liability partnership, general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner, managing member or non-member manager or the Transfer of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (iii) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or any profits or proceeds relating to

39 Loan No. 1015003

such membership interest, or the Transfer of a non-managing membership interest or the creation or issuance of new non-managing membership interests; or (iv) if a Restricted Party is a trust, any merger, consolidation or other Transfer of any legal or beneficial interest in such Restricted Party or the creation or issuance of new legal or beneficial interests.

(b) Permitted Equity Transfers. Notwithstanding the foregoing or any other provision hereunder to the contrary, the following equity transfers shall be permitted and shall not be deemed Prohibited Equity Transfers (and each shall be permitted hereunder without the consent of Lender or the payment of any assumption fee), provided, (x) any of the applicable conditions set forth in this Section 9.19(b) are complied with by Borrower, and (y) Borrower pays all of Lender’s reasonable out of pocket costs and expenses, including, without limitation, all reasonable attorneys’ fees, in connection therewith.

(1) any direct or indirect transfer of any membership interest in Holdco to IPT or an Affiliate thereof;

(2) upon the consummation of the Spin-Off, any direct transfer of any membership interest in Holdco to the Trust; or

(3) any transfer occurring by inheritance, devise, bequest, will, intestate succession or by operation of law upon the death of a natural person who is a beneficiary of the Trust; provided that a beneficiary of the Trust shall be allowed to assign or transfer a beneficial interest held by a tax-qualified employee retirement plan or account (including a regular IRA, a Keogh plan or a 401(k) plan) to the plan participant or account owner, but only if and to the extent that (x) a distribution from the plan or account is required to be made in order to satisfy the required minimum distribution (“RMD”) provisions applicable to such plan or account, and (y) such RMD requirements cannot be satisfied by distributing other assets from such plan or account, or from other accounts of such account owner; and further provided, that the executor or administrator of the estate of a beneficiary may mortgage, pledge, grant a security interest in, hypothecate or otherwise encumber, the beneficial interest held by the estate of such beneficiary if necessary in order to borrower money to pay estate, succession or inheritance taxes or the expenses of administering the estate of the beneficiary.

(c) SPE Status. Nothing contained in this Section shall be construed to permit any Transfer which would result in a breach of any representation, warranty or covenant of any Borrower under Article 7.

9.20 CERTIFICATES OF OWNERSHIP. Borrowers shall deliver to Lender, at any time and from time to time (provided there is no Default, no more than once in a twelve (12) month period), not more than five (5) days after Lender’s written request therefor, a certificate, in form acceptable to Lender, signed and dated by each Borrower, listing the names of all Persons holding direct or indirect legal or beneficial interests in the Property and Improvements or any Restricted Party and the type and amount of each such interest; provided, however, such certificate shall not be required to list the names of any limited partners, non-managing members or beneficiaries of the Trust.

9.21 ACCOUNTS AND CASH FLOW.

(a) Each Borrower shall, simultaneously herewith, establish an Operating Account, into which the respective Borrower shall deposit all revenues, income, sales proceeds, insurance proceeds, rents, refunds, reimbursements or other amounts or proceeds of any kind whatsoever generated by the Properties.

40 Loan No. 1015003

(b) Until deposited into the Operating Account, any Gross Operating Income and other revenue from the Properties held by Borrowers, which are received by or on behalf of or credited to Borrowers after the date hereof, shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Security Instruments and shall not be commingled with any other funds or property of Borrowers.

(c) Provided no Default exists, amounts deposited into the Operating Account may be transferred at the discretion of Borrower to the Master Operating Account each Business Day.

(d) During the existence of a Default, all Gross Operating Income shall be deposited directly into the Lockbox Account in accordance with the Borrowers Cash Management Agreement and the Guarantor Cash Management Agreement.

(e) Borrowers shall at all times remain responsible to pay debt and operating expenses of each Property, whether or not there are sufficient funds in the Master Operating Account or any Operating Account to pay such costs and expenses.

9.22 ADDITIONAL DEBT AND SEPARATE GUARANTY. Without the prior written consent of Lender, no Borrower shall:

(a) incur, create or assume any indebtedness or liabilities, other than:

(i) the Loan;

(ii) any Swap Agreement entered into in accordance with the terms of this Agreement; and

(iii) any Permitted Debt; or

(b) directly or indirectly guaranty the obligations of any other person or entity, or become obligated for the debts of any other person or entity, or hold out its credit as being available to pay the obligations of any other person or entity.

No debt other than the Loan or any Swap Agreement between Borrowers and Lender may be secured by any Property or any direct or indirect interest in Borrower, whether senior, subordinate or pari passu.

9.23 EXISTENCE. Each Borrower shall preserve and maintain its existence; conduct its business in an orderly, efficient, and regular manner; and comply in all materials respects with the requirements of all applicable laws, rules, regulations and orders of a governmental authority.

9.24 TAXES AND OTHER LIABILITIES. Each Borrower shall pay and discharge when due any and all indebtedness, obligations, assessments and taxes, both real and personal, owed by or relating to such Borrower and such Borrower’s properties (including federal and state income taxes), except as such Borrower may in good faith contest or as to which a bona fide dispute may arise, provided provision is made to the satisfaction of Lender for eventual payment thereof in the event that it is found that the same is an obligation of such Borrower.

9.25 NOTICE. Upon any Borrower’s receipt of notice or obtaining actual knowledge thereof, Borrowers shall promptly give notice in writing to Lender of: (a) any material litigation pending or threatened in writing against Borrower (that would not, in either case, be covered in all material respects by Borrowers’ insurance policies); (b) the occurrence of any breach or uncured default in the payment or performance of any material obligation owing by any Borrower to any person or entity, other than Lender; (c) any change in the name of any Borrower and any change in its

41 Loan No. 1015003

identity or organizational structure; (d) any uninsured or partially uninsured loss through fire, theft, liability damage; or (e) any termination or cancellation of any insurance policy which any Borrower is required herein to maintain.

9.26 ACTIONS TO MAINTAIN PROPERTY. Borrowers shall:

(a) Keep each Property in good repair and condition. Borrowers shall make, or cause to be made, any repairs, renewals and replacements, renovations or capital improvements to each Property in a good and workmanlike manner, free of defects and liens, substantially in accordance with the applicable plans and specifications and in compliance will all applicable laws, regulations and requirements;

(b) Not initiate or acquiesce to a zoning change of any Property without prior notice to, and prior written consent from, Lender;

(c) Not allow material changes in the stated use of any Property from that disclosed to Lender at the time of execution hereof without prior notice to, and prior written consent from, Lender; and

(d) Comply with all governmental requirements and the applicable Plans and Specifications in all material respects with respect to the development of the Construction Properties and construction of the Construction Improvements.

9.27 MATERIAL CONTRACTS. Except as expressly required under this Agreement, Borrowers shall not do any of the following without the Lender’s prior written consent (not to be unreasonably withheld): (i) enter into any Material Contract; (ii) reduce or extend the term of, increase the charges or fees payable by such party under, decrease the charges or fees payable to such party under, or otherwise modify or amend in any respect, any Material Contract; (iii) surrender, modify, restate or otherwise amend in any material respect, or terminate, any Material Contract; or (iv) breach any provision of any Material Contract. Borrowers shall promptly deliver to Lender copies of any material notices or default notices given to Borrowers pursuant to any Material Contract.

9.28 INSURANCE. Borrowers shall maintain and keep in force the insurance policies and coverages contemplated by and in accordance with Article 5 above.

9.29 FURTHER ASSURANCES. Upon Lender’s request and at Borrowers’ sole cost and expense, Borrowers shall, and shall cause any Affiliate party thereto, if any, to execute, acknowledge and deliver any other instruments, including replacement promissory notes, guaranties and other loan documents, and perform any other acts necessary, desirable or proper, as reasonably determined by Lender, to correct clerical errors or omissions in any loan closing documentation, to replace any lost or destroyed loan closing documentation, or to carry out the purposes of this Agreement and the other Loan Documents or to perfect and preserve any liens created by the Loan Documents. This obligation shall survive any foreclosure or deed in lieu of foreclosure of any Property.

ARTICLE 10. REPORTING COVENANTS

10.1 FINANCIAL INFORMATION. Within ninety (90) days after each Borrower’s and Guarantor’s fiscal year end, each such Borrower and Guarantor shall deliver to Lender (a) financial statements reasonably acceptable in form to Lender (including a statement of net assets and changes in net assets in accordance with the Liquidation Basis Accounting (GAAP) consistently applied, together with supporting property and mortgage debt schedules, for the Borrowers and Guarantor; (b) a yearly business plan and (c) if required by Lender, financial and/or cash flow projections for the ensuing twelve (12) months.

42 Loan No. 1015003

10.2 TAX RETURNS. If required by Lender, Borrowers shall deliver to Lender within fifteen days of filing or on October 31st of each year, whichever is earlier, complete copies of federal and state tax returns for each Borrower and Guarantor, together with all applicable schedules thereto, each of which shall be signed and certified by an authorized officer of the each Borrower and Guarantor, as applicable, to be true and complete copies of such returns. In the event an extension is filed, a copy of the extension shall be delivered to Lender within thirty (30) days from filing.

10.3 BOOKS AND RECORDS. Borrowers shall maintain complete books of account and other records for the Properties and for disbursement and use of the proceeds of the Loan and Borrowers’ Funds, and the same shall be available for inspection and copying by Lender upon reasonable prior notice.

10.4 REPORTS. Within ten (10) Business Days of Lender’s request, Borrowers shall deliver to Lender other information reasonably requested by Lender, all in form and substance acceptable to Lender, with respect to the Properties.

10.5 LEASING REPORTS. Borrowers shall deliver to Lender, within twenty (20) days after each fiscal quarter end, leasing status reports, and rent rolls with respect to each Property, each in form and substance satisfactory to Lender.

10.6 OPERATING STATEMENTS FOR PROPERTIES. Until such time as the Note is paid in full, each Borrower shall deliver to Lender within twenty (20) days after each calendar quarter end (other than year end statements, which shall be provided within sixty (60) days of year end), an “operating statement” for each Property in form and substance reasonably acceptable to Lender.

10.7 PROJECTED FINANCIAL STATEMENTS AND OTHER INFORMATION. Prior to any calculation of any Outstanding Amount Debt Yield, Borrowers shall deliver to Lender such projections, proforma financial statements, rent roll and other information requested by Lender required to make such determinations no later than ten (10) Business Days prior to the applicable Determination Date.

ARTICLE 11. DEFAULTS AND REMEDIES

11.1 DEFAULT. The occurrence of any one or more of the following shall constitute an event of default (“Default”) under this Agreement and the other Loan Documents:

(a) Monetary. Borrowers’ failure to pay (i) any principal or interest payments under the Note when due, (ii) any other sums required by any of the Loan Documents to be paid on the Maturity Date, or (iii) any other sums payable under any of the Loan Documents when due, and such failure continues for ten (10) days after written notice from Lender to Borrowers of such failure; or

(b) Performance of Obligations. Any Borrower’s failure to perform any obligation in addition to those in Section 11.1(a) above under any of the Loan Documents, and the continuation of such failure for forty-five (45) days after written notice thereof from Lender to Borrowers; provided, however, that if a different cure period is provided herein or in any of the other Loan Documents for the remedy of such failure, such Borrower’s failure to perform will not constitute a Default until such date as the specified cure period expires; provided, however, if such failure cannot be cured or remedied with such forty-five (45) day period or other applicable period, but such Borrower has commenced the cure or remedy of such failure within such applicable period and thereafter diligently and continuously prosecutes such cure or remedy, then such Borrower shall be entitled to a reasonable period of time (not to exceed one hundred twenty (120) days) to cure or remedy such failure; or

43 Loan No. 1015003

(c) Construction; Use. (i) There is any material deviation in the work of construction from the Plans and Specifications or governmental requirements or the appearance or use of defective workmanship or materials in constructing each Construction Improvements project, and Borrower fails to remedy the same to Lender’s satisfaction within twenty (20) days of Lender’s written demand to do so; provided, however, if such cure cannot be cured or remedied within such twenty (20) day period, but Borrower has commenced the cure or remedy of such failure within such applicable period, and thereafter diligently and continuously prosecutes such cure or remedy, then Borrowers shall be entitled to a reasonable period of time (not to exceed sixty (60) days) to cure or remedy such failure; or (ii) there is a cessation of construction of the Improvements prior to completion for a continuous period of more than twenty (20) days (except as caused by an event of force majeure for which a longer delay may be permitted under Article 4); or (iii) the construction of the Improvements, or the sale or leasing of any of the Improvements in accordance with the Loan Documents is prohibited, enjoined or delayed for a continuous period of more than thirty (30) days; or (iv) utilities or other public services necessary for the full occupancy and utilization of the Property and Improvements are curtailed for a continuous period of more than thirty (30) days; or

(d) Liens, Attachment; Condemnation. (i) The recording of any lien affidavit against any Property or the giving to any Borrower of any notice of unpaid claims for work, material or specially fabricated items or of a contractual retainage claim relating to any Property and the continuance of such lien claim or notice unless Borrowers shall have, within thirty (30) days after such recordation or notice thereof or five (5) days after Lender’s demand therefor, whichever first occurs, either (A) contests same in a manner and with such assurances thereof that are reasonably acceptable to Lender, (B) discharges, releases or satisfies same, (C) provides for payment thereof in a manner satisfactory to Lender, or (ii) the condemnation, seizure or appropriation of, or occurrence of an uninsured casualty (except if Borrowers are able to restore same at its sole expense and for which such funds have been deposited into the Guarantor Reserve Account) with respect to any material portion of such Property; or (iii) the sequestration or attachment of, or any levy or execution upon any of the Property or Improvements, any other collateral provided by a Borrower under any of the Loan Documents, any monies in the Account, or any substantial portion of the other assets of any Borrower, which sequestration, attachment, levy or execution is not released, expunged or dismissed prior to the earlier of thirty (30) days or the sale of the assets affected thereby; or

(e) Representations and Warranties. Any representation, warranty, certificate or other written statement (financial or otherwise) made or furnished by or, in the case of any financial statements of a Borrower or Guarantor, on behalf of a Borrower or Guarantor, to Lender under or in connection with any of the Loan Documents shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or

(f) Voluntary Bankruptcy; Insolvency; Dissolution. (i) The filing of a petition by any Borrower or Guarantor for relief under the Bankruptcy Code, or under any other present or future state or federal law regarding bankruptcy, reorganization or other debtor relief law; (ii) the filing of any pleading or an answer by any Borrower or Guarantor in any involuntary proceeding under the Bankruptcy Code or other debtor relief law which admits the jurisdiction of the court or the petition’s material allegations regarding such Borrower’s or Guarantor’s insolvency; (iii) a general assignment by any Borrower or Guarantor for the benefit of creditors; or (iv) any Borrower or Guarantor applying for, or the appointment of, a receiver, trustee, custodian or liquidator of Borrower or any of its property which receiver, trustee, custodian or liquidator is not discharged within ninety (90) days after the appointment; or

(g) Involuntary Bankruptcy. The failure of any Borrower or Guarantor to effect a full dismissal of any involuntary petition under the Bankruptcy Code or under any other

44 Loan No. 1015003

debtor relief law that is filed against such Borrower or Guarantor in any way restrains or limits such Borrower, Guarantor or Lender regarding the Loan, any Property, prior to the earlier of the entry of any court order granting relief sought in such involuntary petition, or ninety (90) days after the date of filing of such involuntary petition; or

(h) General Partners of Borrower, Guarantor and Indemnitor. The occurrence of any of the events specified in Sections 11.1(f) or 11.1(g) as to any general partner of Borrower, Guarantor or Indemnitor; or

(i) Change In Management or Control.

(i) Except for any Permitted Transfer, the occurrence of any material management or organizational change in any Borrower or in the managing member of any Borrower, including, without limitation, any partnership, joint venture, manager or member dispute which would reasonably be expected to have a Material Adverse Effect;

(ii) Following the occurrence of the Spin-Off, the Trust shall cease to be the managing member of Guarantor;

(iii) Except for any Permitted Transfer, any Person other than Holdco, is or becomes the owner, directly or indirectly, of more than 10.0% of the total voting power of the then outstanding voting stock of the Trust; or

(iv) During any twelve (12) month period, individuals who at the beginning of such period constituted the board of trustees of the Trust (the “Board”) (together with any new trustee whose election by the Board or whose nomination for election by the shareholders of Trust was approved by a vote of at least a majority of the trustees of the Board then in office who either were trustees of the Board at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason (other than death or disability) to constitute a majority of the trustees of the Board then in office.

(j) Loss of Priority. The failure at any time of any Security Instrument to be a valid lien upon a Property or any portion thereof, other than as a result of any release or reconveyance of such Security Instrument with respect to all or any portion of such Property pursuant to the terms and conditions of this Agreement, prior and superior to all other liens and encumbrances thereon except those approved by Lender in writing; or

(k) Hazardous Materials. The discovery of any significant Hazardous Materials in, on or about any Property subsequent to the Effective Date. Any such Hazardous Materials shall be “significant” for this purpose if said Hazardous Materials, in Lender’s reasonable discretion, have a materially adverse impact on the value of such Property; or

(l) Transfer. If a Transfer, other than a Permitted Transfer, occurs without Lender’s prior written approval; or

(m) Transfer of Assets. The sale, assignment, pledge, hypothecation, mortgage or transfer of assets of any Borrower or Guarantor other than in the ordinary course of business of said entity or in connection with a Permitted Transfer; or

(n) Default Under Unsecured Hazardous Materials Indemnity Agreement. The occurrence and continuance of a default (subject to any cure or grace period applicable thereto) under that certain Hazardous Materials Indemnity Agreement (Unsecured) executed by Indemnitor in connection with the Loan, in favor of Lender, and dated of even date herewith, including without limitation, Indemnitor’s failure to perform any covenant, condition or obligation thereunder; or

45 Loan No. 1015003

(o) Default Under Guaranty. The occurrence and continuance of a default (subject to any cure or grace period applicable thereto) under any guaranty now or hereafter executed in connection with the Loan, including without limitation, Guarantor’s failure to perform any covenant, condition or obligation thereunder; or

(p) Default Under Swap Agreement. An “Event of Default” (subject to any cure or grace period applicable thereto) occurs under any Swap Agreement (as defined therein) between any Borrower and Lender; or

(q) Violation of Separate Purpose Entity Provisions. The occurrence and continuance of any default in the observance of the Separateness Provisions applicable to Borrowers which Lender, in its reasonable judgment, determines would reasonably be expected to cause a substantive consolidation of any Borrower in a bankruptcy proceeding; or

(r) Breach of Sanctions Provision. The failure of any representation or warranty of any Borrower, or any Borrower’s failure to perform or observe any covenant, contained in Section 6.23.

11.2 ACCELERATION UPON DEFAULT; REMEDIES. Upon the occurrence of any Default specified in this Article 11, Lender may, at its sole option, declare all sums owing to Lender under the Note, this Agreement and the other Loan Documents immediately due and payable after which such sums shall, at Lender’s option, bear interest at the Default Rate (as defined in the Note), provided, however, that all sums owing to Lender under the Note, this Agreement and the other Loan Documents shall automatically become immediately due and payable upon the occurrence of any of the Defaults listed in Sections 11.1(f), 11.1(g) and 11.1(h), after which such sums shall bear interest at the Default Rate (as defined in the Note). Upon any such acceleration, (i) Lender may, in addition to all other remedies permitted under the Note, this Agreement and the other Loan Documents and at law or equity, apply any and all sums in the Account to the sums owing under the Loan Documents; and (ii) and any and all obligations of Lender to fund further disbursements under the Loan shall terminate at Lender’s sole option.

11.3 DISBURSEMENTS TO THIRD PARTIES. Upon the occurrence of a Default occasioned by Borrower’s failure to pay money to a third party as required by this Agreement, Lender may but shall not be obligated to make such payment from the Loan proceeds, Borrowers’ Funds, other funds of Lender or any amounts in deposit accounts maintained by Borrower with Lender. If such payment is made from proceeds of the Loan or from Borrowers’ Funds, Borrowers shall immediately deposit with Lender, upon written demand, an amount equal to such payment. If such payment is made from funds of Lender, Borrowers shall immediately repay such funds upon written demand of Lender. In either case, the Default with respect to which any such payment has been made by Lender shall not be deemed cured until such deposit or repayment (as the case may be) has been made by Borrower to Lender.

11.4 LENDER’S COMPLETION OF CONSTRUCTION. Upon the occurrence of a Default, Lender may, upon five (5) days prior written notice to Borrowers, and with or without legal process, take possession of the Construction Properties, remove Borrowers and all agents, employees and contractors of Borrower from the Construction Properties, complete the work of construction and market, operate and sell or lease the Construction Properties. For this purpose, each Borrower irrevocably appoints Lender as its attorney-in-fact, which agency is coupled with an interest. As attorney-in-fact, Lender may, in each Borrower’s name, take or omit to take any action Lender may deem appropriate, including, without limitation, exercising Borrowers’ rights under the Loan Documents and all contracts concerning the Properties.

46 Loan No. 1015003

11.5 LENDER’S RIGHT TO STOP CONSTRUCTION. If Lender determines at any time that the Construction Improvements are not being constructed in accordance with the Plans and Specifications and all governmental requirements, Lender may immediately cause all construction to cease on any of the Construction Improvements affected by the condition of nonconformance and withhold further disbursements under the Loan. Borrowers shall thereafter not allow any construction work, other than corrective work, to be performed on any of the Construction Improvements affected by the condition of nonconformance until such time as Lender notifies Borrowers in writing that the nonconforming condition has been corrected. Borrowers shall notify Lender and Lender’s inspector immediately upon receipt of “red tag” or “stop order” notices from any federal, state, county or municipal building inspector or of unsatisfactory compliance with any applicable building code, and in such event Borrowers shall provide Lender and Lender’s inspector with a full and complete written explanation of the nature of such noncompliance.

11.6 SET OFF. Upon the occurrence of a Default, Lender may set off any and all amounts due by any Borrower against any indebtedness or obligation of Lender to Borrower.

11.7 RIGHTS CUMULATIVE, NO WAIVER. All of Lender’s rights and remedies provided in this Agreement, the other Loan Documents and the Other Related Documents, together with those granted by law or at equity, are cumulative and may be exercised by Lender at any time. Lender’s exercise of any right or remedy shall not constitute a cure of any Default unless all sums then due and payable to Lender under the Loan Documents are repaid and Borrowers have cured all other Defaults. No waiver shall be implied from any failure of Lender to take, or any delay by Lender in taking, action concerning any Default or failure of condition under the Loan Documents, or from any previous waiver of any similar or unrelated Default or failure of condition. Any waiver or approval under any of the Loan Documents must be in writing and shall be limited to its specific terms.

ARTICLE 12. MISCELLANEOUS PROVISIONS

12.1 INDEMNITY. EACH BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS INDEMNITEES FOR, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH ANY INDEMNITEE MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (a) THE PURPOSE TO WHICH BORROWERS APPLY THE LOAN PROCEEDS; (b) THE FAILURE OF ANY BORROWER TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; (c) ANY FAILURE AT ANY TIME OF ANY OF BORROWERS’ REPRESENTATIONS OR WARRANTIES TO BE TRUE AND CORRECT; OR (d) ANY ACT OR OMISSION BY ANY BORROWER, CONSTITUENT ENTITIES OF SUCH BORROWER, ANY CONTRACTOR, SUBCONTRACTOR OR MATERIAL SUPPLIER, ENGINEER, ARCHITECT OR OTHER PERSON OR ENTITY WITH RESPECT TO ANY OF THE PROPERTIES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS, OR LEGAL OR OTHER EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. BORROWERS SHALL IMMEDIATELY PAY TO INDEMNITEES UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE NOTE. EACH BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ANY INDEMNITEE SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RECONVEYANCE, RELEASE OR PARTIAL RECONVEYANCE, RELEASE OR SATISFACTION OF THE SECURITY INSTRUMENTS. THE INDEMNITY OBLIGATIONS OF BORROWERS UNDER THE LOAN DOCUMENTS SHALL ALSO APPLY WITH RESPECT TO ANY PARTICIPANT AS DEFINED AND PROVIDED FOR IN SECTION 12.13.

47 Loan No. 1015003

12.2 FORM OF DOCUMENTS. The form and substance of all documents, instruments, and forms of evidence to be delivered to Lender under the terms of this Agreement and any of the other Loan Documents shall be subject to Lender’s approval and shall not be modified, superseded or terminated in any respect without Lender’s prior written approval.

12.3 NO THIRD PARTIES BENEFITED. No person other than Lender and Borrowers and their permitted successors and assigns shall have any right of action under any of the Loan Documents.

12.4 NOTICES. All notices, demands, or other communications under this Agreement and the other Loan Documents shall be in writing and shall be delivered to the appropriate party at the address set forth below (subject to change from time to time by written notice to all other parties to this Agreement). All notices, demands or other communications shall be considered as properly given if delivered personally or sent by first class United States Postal Service mail, postage prepaid, by certified mail, return receipt requested, by Overnight Express Mail or by overnight commercial courier service, charges prepaid, except that notices of Default may be sent by certified mail, return receipt requested, charges prepaid. Notices so sent shall be effective three (3) Business Days after mailing, if mailed by first class mail, and otherwise upon delivery or refusal; provided, however, that non-receipt of any communication as the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. For purposes of notice, the address of the parties shall be:

Borrower:	c/o DC Liquidating Assets Holdco LLC
	518 17th Street, 17th Floor
	Denver, CO 80202
	Attn: Lainie Minnick, Senior Vice President
With a copy to:	c/o DC Liquidating Assets Holdco LLC
	518 17th Street, 17th Floor
	Denver, CO 80202
	Attn: Joshua J. Widoff, General Counsel
Lender:	Wells Fargo Bank, National Association
	Commercial Real Estate/ REIT Finance Group (AU#2754)
	10 S. Wacker Drive, 32nd Floor
	Chicago, Illinois 60606
	Attn: Craig V. Koshkarian, Vice President
	Loan No. 1015003
With a copy to:	Wells Fargo Bank, National Association
	Commercial Real Estate/ REIT Finance Group (AU#2754)
	1800 Century Park East, Suite 1200
	Los Angeles, California 90067
	Attn: Kevin A. Stacker, Senior Vice President
	Loan No. 1015003
and to:	Wells Fargo Bank, National Association
	Commercial Real Estate/ REIT Finance Group (AU#2754)
	1800 Century Park East, Suite 1200
	Los Angeles, California 90067
	Attn: Ryan S. Gawel, Vice President
	Loan No. 1015003

48 Loan No. 1015003

and to:	Wells Fargo Bank, National Association
	Loan Center
	608 2nd Ave S
	Minneapolis, Minnesota 55402
	Attn: Breanna Schmid, Loan Servicing Specialist
	Loan No. 1015003

Any party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of ten (10) days’ notice to the other party in the manner set forth hereinabove.

12.5 ATTORNEY-IN-FACT. Each Borrower hereby irrevocably appoints and authorizes Lender as such Borrower’s attorney-in-fact, to become effective only upon the occurrence and continuance of a Default, which agency is coupled with an interest, and as such attorney-in-fact Lender may, without the obligation to do so, execute and/or record in Lender’s or such Borrower’s name any notices, instruments or documents that Lender deems appropriate to protect Lender’s interest under any of the Loan Documents.

12.6 ACTIONS. Each Borrower agrees that Lender, in exercising the rights, duties or liabilities of Lender or such Borrower under the Loan Documents, may commence, appear in or defend any action or proceeding purporting to affect any Property or the Loan Documents and Borrower shall immediately reimburse Lender upon demand for all such expenses so incurred or paid by Lender, including, without limitation, reasonable attorneys’ fees and expenses and court costs.

12.7 RIGHT OF CONTEST. Borrowers may contest in good faith any claim, demand, levy or assessment (other than mechanic’s and materialmen’s lien claims which must be handled as specified in Section 4.9) by any person other than Lender which would constitute a Default if: (a) Borrowers pursue the contest diligently, in a manner which Lender determines is not prejudicial to Lender, and does not impair the rights of Lender under any of the Loan Documents; and (b) Borrowers deposit with Lender any funds or other forms of assurance which Lender in good faith determines from time to time appropriate to protect Lender from the consequences of the contest being unsuccessful. Borrowers’ compliance with this Section shall operate to prevent such claim, demand, levy or assessment from becoming a Default.

12.8 RELATIONSHIP OF PARTIES. The relationship of Borrowers and Lender under the Loan Documents is, and shall at all times remain, solely that of borrower and lender, and Lender neither undertakes nor assumes any responsibility or duty to Borrowers or to any third party with respect to the Properties, except as expressly provided in this Agreement and the other Loan Documents.

12.9 DELAY OUTSIDE LENDER’S CONTROL. Lender shall not be liable in any way to any Borrower or any third party for Lender’s failure to perform or delay in performing under the Loan Documents (and Lender may suspend or terminate all or any portion of Lender’s obligations under the Loan Documents) if such failure to perform or delay in performing results directly or indirectly from, or is based upon, the action, inaction, or purported action, of any governmental or local authority, or because of war, rebellion, insurrection, strike, lock-out, boycott or blockade (whether presently in effect, announced or in the sole judgment of Lender deemed probable), or from any Act of God or other cause or event beyond Lender’s control.

12.10 ATTORNEYS’ FEES AND EXPENSES; ENFORCEMENT. If any attorney is engaged by Lender to enforce or defend any provision of this Agreement, any of the other Loan Documents or Other Related Documents, or as a consequence of any Default under the Loan Documents, with or without the filing of any legal action or proceeding, and including, without limitation, any fees and expenses incurred in any bankruptcy proceeding or in connection with any appeal of a lower court decision, then Borrowers shall immediately pay to Lender, upon demand, the amount of all

49 Loan No. 1015003

reasonable attorneys’ fees and expenses and all costs incurred by Lender in connection therewith, including all trial and appellate proceedings in any legal action, suit, bankruptcy or other proceeding, together with interest thereon from the date of such demand until paid at the rate of interest applicable to the principal balance of the Note as specified therein. In the event of any legal proceedings, court costs and attorneys’ fees shall be set by the court and not by any jury, and shall be included in any judgment obtained by Lender.

12.11 IMMEDIATELY AVAILABLE FUNDS. Unless otherwise expressly provided for in this Agreement, all amounts payable by Borrowers to Lender shall be (a) payable only in United States currency in immediately available funds; and (b) received by Lender at the Loan Center address specified in the Note, or at other such places as may be designated in writing by Lender, no later than 2:30 PM Eastern Time. Any amounts received after such time may not be credited until the next Business Day.

12.12 LENDER’S CONSENT. Wherever in this Agreement there is a requirement for Lender’s consent or approval and/or a document to be provided or an action or party to be acceptable or a document or agreement to be in form and substance “satisfactory” to the Lender or an action is required by Lender or an action taken “to the satisfaction of Lender” or words or phrases of similar import, it is understood by such phrase that Lender shall exercise its consent, right or judgment in a reasonable manner (unless another standard is expressly provided) given the specific facts and circumstance applicable at the time. If Lender’s consent or approval is required under Sections 4.4, 4.5, 4.8, 6.3, 6.5, 9.10, or 9.11 above, Borrowers will request such consent or approval in writing with a conspicuous statement that failure to timely respond will constitute approval of the item being submitted. Failure by Lender to respond by either approving or disapproving the item submitted within ten (10) days (or other applicable period specifically set forth in this Agreement) after receipt of the request for consent or approval and all information required for the evaluation of such request shall constitute Lender’s approval of the item submitted for approval.

12.13 LOAN SALES AND PARTICIPATION; DISCLOSURE OF INFORMATION. Lender may sell or assign all or any portion (not less than $5,000,000) of its rights and obligations under the Loan with Borrowers’ prior written approval (such approval not to be unreasonably withheld or delayed); provided, that, (i) during the existence of a Default, Lender shall not be required to sell or assign any minimum amount or obtain Borrowers’ approval, and (ii) such approval shall be deemed granted if Borrowers fail to approve or disapprove such sale or assignment within 10 Business Days, following Lender’s request therefor. Lender, may, at any time and in its sole expense, grant participations in the Loan. If Lender assigns or participates any portion (but not all) of its interest in the Loan, Lender shall become and remain the sole administrative agent under the Loan, and shall be Borrowers’ sole point of contact with respect to the Loan. Lender may freely grant participations of all or any portion of the Loan.

Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section, any lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release such lender from its obligations thereunder.

12.14 CAPITAL ADEQUACY. If Lender determines that compliance with any change in any law or regulation or with any guideline or request from any central bank or other governmental agency (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by Lender, or any corporation controlling Lender, as a consequence of, or with reference to, Lender’s or such corporation’s commitments or its making or maintaining advances below the rate which Lender or such corporation controlling Lender could have achieved but for such compliance with such change (taking into account the policies of Lender or corporation with regard to capital), then Borrowers shall, from time to time, within forty (40) calendar days after written demand by Lender pay to Lender the additional amounts sufficient to

50 Loan No. 1015003

compensate Lender or such corporation controlling Lender to the extent that Lender determines such increase in capital is allocable to Lender’s obligations hereunder. If Lender becomes entitled to claim any additional amounts pursuant to this subsection, Lender shall provide Borrowers with not less than sixty (60) days’ notice specifying in reasonable detail the event by reason of which it is has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount together with a certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender to Borrowers (which certificate shall be conclusive in the absence of manifest error).

12.15 LENDER’S AGENTS. Lender may designate an agent or independent contractor to exercise any of Lender’s rights under this Agreement and any of the other Loan Documents. Any reference to Lender in any of the Loan Documents shall include Lender’s agents, employees or independent contractors. Borrowers shall pay the reasonable costs of such agent or independent contractor either directly to such Person or to Lender in reimbursement of such costs, as applicable.

12.16 TAX SERVICE. Lender is authorized to obtain, at Borrowers’ expense, a tax service contract with a third party vendor which shall provide tax information on the Property and Improvements satisfactory to Lender.

12.17 WAIVER OF RIGHT TO TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE STATE LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY.

12.18 SEVERABILITY. If any provision or obligation under this Agreement and the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from this Agreement and the other Loan Documents and the validity, legality and enforceability of the remaining provisions or obligations shall remain in full force as though the invalid, illegal, or unenforceable provision had never been a part of this Agreement and the other Loan Documents; provided, however, that if the rate of interest or any other amount payable under the Note or this Agreement or any other Loan Document, or the right of collectability therefore, are declared to be or become invalid, illegal or unenforceable, Lender’s obligations to make advances under the Loan Documents shall not be enforceable by Borrowers.

12.19 HEIRS, SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided under the terms and conditions herein, the terms of the Loan Documents shall bind and inure to the benefit of the heirs, executors, administrators, nominees, successors and assigns of the parties hereto.

12.20 TIME. Time is of the essence of each and every term herein.

12.21 HEADINGS. All article, section or other headings appearing in this Agreement and any of the other Loan Documents are for convenience of reference only and shall be disregarded in construing this Agreement and any of the other Loan Documents.

51 Loan No. 1015003

12.22 GOVERNING LAW AND CONSENT TO JURISDICTION. This Agreement and any claim, controversy or dispute arising under or related to this Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to any conflicts of law principles, except to the extent preempted by federal laws. Borrowers and all persons and entities in any manner obligated to Lender under the Loan Documents consent to the jurisdiction of any federal or state court within the State of New York having proper venue and also consent to service of process by any means authorized by New York or federal law.

12.23 GOVERNMENTAL COMPLIANCE. The federal regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, Lender may from time-to-time request, and each Borrower shall provide to Lender, such Borrower’s name, address, tax identification number and/or such other identification information as shall be necessary for Lender to comply with federal law. An “account” for the purposes of this Section may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services product.

12.24 INTENTIONALLY DELETED.

12.25 COUNTERPARTS. To facilitate execution, this document may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

12.26 IIT. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt Lender hereby acknowledges and agrees that none of Industrial Income Trust, Inc., Industrial Income Operating Partnership LP, or any of their subsidiaries, other than Borrower and Guarantor, will have any obligations under this Agreement or the Loan Documents.

12.27 INTEGRATION; INTERPRETATION. THE LOAN DOCUMENTS CONTAIN OR EXPRESSLY INCORPORATE BY REFERENCE THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE MATTERS CONTEMPLATED THEREIN AND SUPERSEDE ALL PRIOR NEGOTIATIONS OR AGREEMENTS, WRITTEN OR ORAL. THE LOAN DOCUMENTS SHALL NOT BE MODIFIED EXCEPT BY WRITTEN INSTRUMENT EXECUTED BY ALL PARTIES. ANY REFERENCE TO THE LOAN DOCUMENTS INCLUDES ANY AMENDMENTS, RENEWALS OR EXTENSIONS NOW OR HEREAFTER APPROVED BY LENDER IN WRITING.

12.28 TAX SHELTER MATTERS.

(a) Tax Shelter Regulations. Neither any Borrower, the Guarantor, nor any subsidiary of any of the foregoing intends to treat the Loan or the transactions contemplated by this Agreement and the other Loan Documents as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). If any Borrower, or any other party to the Loan determines to take any action inconsistent with such intention, Borrowers will promptly notify Lender thereof. If Borrowers so notify Lender, Borrowers acknowledge that Lender may treat the Loan as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and Lender will maintain the lists and other records, including the identity of the applicable party to the Loan as required by such Treasury Regulation.

(b) Confidentiality. Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, the parties hereto acknowledge and agree that (i) any obligations of confidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the parties to the tax treatment and tax structure of the transactions contemplated by the Loan Documents (and any related transactions or arrangements), and (ii) each party (and each of its employees, representatives, or other agents) may disclose to any and all Persons as required, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by the Loan Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, with regard to the confidentiality of a communication relating to the transactions contemplated by the Loan Documents, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Internal Revenue Code, is not intended to be affected by the foregoing.

52 Loan No. 1015003

12.29 NO WAIVER. No previous waiver and no failure or delay by Lender in acting with respect to the terms of the Note or this Agreement shall constitute a waiver of any breach, default, or failure of condition under the Note, this Agreement or the obligations secured thereby. A waiver of any term of the Note, this Agreement or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver.

12.30 JOINT AND SEVERAL LIABILITY. The liability of each Borrower obligated in any manner hereunder and under any of the Loan Documents shall be joint and several.

12.31 ELECTRONIC TRANSMISSION OF DATA. Lender and Borrowers agree that certain data related to the Loan (including confidential information, documents, applications and reports) may be transmitted electronically, including transmission over the Internet. This data may be transmitted to, received from or circulated among agents and representatives of Borrowers and/or Lender and their affiliates and other persons involved with the subject matter of this Agreement. Each Borrower acknowledges and agrees that (a) there are risks associated with the use of electronic transmission and that Lender does not control the method of transmittal or service providers, (b) Lender has no obligation or responsibility whatsoever and assumes no duty or obligation for the security, receipt or third party interception of any such transmission, and (c) BORROWERS WILL RELEASE, HOLD HARMLESS AND INDEMNIFY LENDER FOR, FROM AND AGAINST ANY CLAIM, DAMAGE OR LOSS, INCLUDING THAT ARISING IN WHOLE OR PART FROM LENDER’S STRICT LIABILITY OR SOLE, COMPARATIVE OR CONTRIBUTORY NEGLIGENCE, WHICH IS RELATED TO THE ELECTRONIC TRANSMISSION OF DATA.

12.32 POWERS OF ATTORNEY. The powers of attorney granted by each Borrower to Lender in this Agreement shall (i) be of no effect unless and until there is a Default under the Loan that has occurred and is continuing and (ii) be unaffected by the disability of the principal so long as any portion of the Loan remains unpaid or unperformed. Lender shall have no obligation to exercise any of the foregoing rights and powers in any event. Lender hereby discloses that it may exercise the foregoing powers of attorney for Lender’s benefit, and such authority need not be exercised for Borrowers’ best interest.

12.33 RULES OF CONSTRUCTION. The words “Borrower” and “Borrowers” as used herein shall include both the named Borrowers and any other person at any time assuming or otherwise becoming primarily liable for all or any part of the obligations of the named Borrowers under the Note and the other Loan Documents. If this Agreement is executed by more than one Person, the term “Borrower” shall include all such Persons. The word “Lender” as used herein shall include Lender, its successors, assigns and affiliates.

53 Loan No. 1015003

12.34 USE OF SINGULAR AND PLURAL; GENDER. When the identity of the parties or other circumstances make it appropriate, the singular number includes the plural, and the masculine gender includes the feminine and/or neuter.

12.35 EXHIBITS, SCHEDULES AND RIDERS. All exhibits, schedules, riders and other items attached hereto are incorporated into this Agreement by such attachment for all purposes.

12.36 INCONSISTENCIES. In the event of any inconsistencies between the terms of this Agreement and the terms of any of the other Loan Documents, the terms of this Agreement shall prevail.

12.37 ADVERTISING; SIGNS. In connection with the Loan, each Borrower hereby agrees that Wells Fargo & Company and its subsidiaries (“Wells Fargo”) may publicly identify details of the Loan in Wells Fargo advertising and public communications of all kinds, including, but not limited to, press releases, direct mail, newspapers, magazines, journals, e-mail, internet advertising and communications, and the placement on the Properties of reasonable signs standard to construction loan transactions stating that construction financing is being provided by Wells Fargo and any other lenders or participants in the Loan. Such details shall be limited to, the name of the Properties, the address of the Properties, the amount of the Loan, the date of the closing and a description of the size/location of the Properties.

12.38 SPECIAL REPRESENTATIONS, CONSENTS AND WAIVERS CONCERNING CO-BORROWERS.

(a) The parties hereto recognize and acknowledge that a Borrower has advanced to it under the Loan an aggregate principal amount in excess of the borrowing that would otherwise be supported by real property collateral encumbered under the Security Instruments. The Loan has been established in the manner provided herein (and with the possible result referred to in the foregoing sentence) at the express request of, and to accommodate the administrative and operational requirements of, the Borrowers. Specifically, the Loan might have been established to provide a limit on direct borrowings by Borrowers consistent with the specific borrowing base limitations imposed by real property collateral owned by such Borrowers, with additional credit needs of such Borrowers in excess thereof being accommodated by inter-company loans from Borrower(s) with excess borrowing capacity to such other Borrowers requiring additional funds. However, for administrative and operational reasons imposed by the Borrowers, as aforesaid, the Loan has been established as provided herein, but with the intention, as confirmed in subsection (b) below, that the Borrowers ultimately share, among themselves repayment and/or reimbursement obligations under the Loan to the same extent as if such borrowings had been made under the alternative disbursement procedure described in the preceding sentence. In addition, it is further recognized and acknowledged that (i) each Borrower shall directly and indirectly benefit from the expansion of business operations, as facilitated by the Loan, of each other Borrower, including, without limitation, the present and future contracting for goods and services as between the Borrowers in respect of their business operations, and (ii) Lender has no intention or obligation to track the disbursement or use of Loan proceeds as between the various Borrower entities.

(b) In connection with its joint and several obligations under the Loan Documents, each Borrower waives: (i) any defense based upon any legal disability or other defense of any other Borrower, or by reason of the cessation or limitation of the liability of any other Borrower from any cause other than full payment of all sums payable under the Note or any of the other Loan Documents; (ii) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any

54 Loan No. 1015003

Borrower or any principal thereof or any defect in the formation of any Borrower or any such principal; (iii) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes permitted under this Agreement or any other Loan Document; (iv) any and all rights and defenses arising out of an election of remedies by the Lender; (v) any defense based upon Lender’s failure to disclose any information concerning any other Borrower’s financial condition or any other circumstances bearing on any other Borrower’s ability to pay all sums payable under the Notes or any of the other Loan Documents; (vi) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects ore burdensome than that of a principal; (vii) any defense based upon the Lender’s election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (viii) any defense based upon, any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (ix) any right of subrogation, any right to enforce any remedy which Lender may have against any other Borrower and any right to participate in, or benefit from, any security for the Note or the other Loan Documents now or hereafter held by Lender; and (x) the benefit of any statute of limitations affecting the liability of each Borrower or the enforcement hereof. Each Borrower agrees that the payment of all sums payable under the Note or any of the other Loan Documents or any part thereof or other act which tolls any statute of limitations applicable to the Note or other Loan Documents shall similarly operate to toll the statute of limitations applicable to each Borrower’s liability hereunder. During the existence of a Default, Lender may (A) apply security and direct the order or manner of sale thereof as the Lender in its sole discretion may determine; (B) release, substitute or add any one or more endorsers of the Note or guarantors of Borrowers’ obligations under the Note or the other Loan Documents; and (C) apply payments received by Lender from Borrowers to any obligations of Borrowers to the Lender, in such order as Lender shall determine in its sole discretion. If all or any portion of the obligations of any Borrowers are paid or performed, the obligations of each other Borrower hereunder shall continue and shall remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from Lender as a preference, fraudulent transfer or otherwise under the Bankruptcy Code or other similar laws, irrespective of full payment and performance of all of the indebtedness and obligations evidenced and secured by the Loan Documents. Each Borrower acknowledges that: (a) the obligations under the Loan Documents are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of the Lender’s consideration for entering into these transactions, the Lender has specifically bargained for the waiver and relinquishment by each Borrower of all such defenses, and each Borrower has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Borrower does hereby represent and confirm to Lender that each Borrower is fully informed regarding, and thoroughly understands: (i) the nature of all such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Borrower, and (iv) the legal consequences to Borrower of waiving such defenses. Each Borrower acknowledges that all of the informed waivers herein shall be fully enforceable by the Lender, and that Lender is induced to enter into this transaction in material reliance upon the presumed full enforceability thereof.

(c) Without limiting subsection (b) above, and except as otherwise provided in this Agreement, each Borrower hereby specifically waives presentment, demand, protest and notice of any kind and without limiting the generality of the foregoing or any provision of subsection (b) above, each Borrower further expressly waives to the extent permitted by law any and all rights and defenses, including, without limitation, any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to such Borrower.

55 Loan No. 1015003

[The remainder of this page intentionally left blank; signature pages follow.]

56 Loan No. 1015003

IN WITNESS WHEREOF, Borrowers and Lender have duly executed and delivered this Agreement as of the date first written above.

“LENDER”
WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
By:	/s/ Craig V. Koshkarian
Name:	Craig V. Koshkarian
Title:	Vice President

Loan No. 1015003

NOTICE OF INDEMNIFICATION:	“BORROWERS”
EACH BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT CONTAINS CERTAIN INDEMNIFICATION PROVISIONS PURSUANT TO SECTIONS 12.1 AND 12.31 HEREOF.	BLUEGRASS DC II LLC, formerly known as IIT Bluegrass DC II LLC
	LEHIGH VALLEY CROSSING DC I LLC, formerly known as IIT Lehigh Valley Crossing DC I LLC
	LEHIGH VALLEY CROSSING DC II LLC, formerly known as IIT Lehigh Valley Crossing DC II LLC
	LEHIGH VALLEY CROSSING DC III LLC, formerly known as IIT Lehigh Valley Crossing DC III LLC
	MIAMI DC III LLC, formerly known as IIT Miami DC III LLC
	MIAMI DC IV LLC, formerly known as IIT Miami DC IV LLC
	TAMARAC COMMERCE CENTER DC II LLC, formerly known as IIT Tamarac Commerce Center II LLC
	TAMARAC COMMERCE CENTER DC III LLC, formerly known as IIT Tamarac Commerce Center III LLC
	MIAMI DC III LAND LLC, formerly known as IIT Miami DC III Land LLC,
	each a Delaware limited liability company
	By:	/s/ Lainie P. Minnick
	Name:	Lainie P. Minnick
	Title:	Senior Vice President, Finance and Treasurer
	CAJON DC LP, a Delaware limited partnership, formerly known as IIT Cajon DC LP
	By:	Cajon DC GP LLC, a Delaware limited liability company, formerly known as IIT Cajon DC GP LLC, its general partner
		By:	/s/ Lainie P. Minnick
		Name:	Lainie P. Minnick
		Title:	Senior Vice President, Finance and Treasurer
	REDLANDS DC LP, a Delaware limited partnership, formerly known as IIT Redlands DC LP
	By:	Redlands DC GP LLC, a Delaware limited liability company, formerly known as IIT Redlands DC GP LLC, its general partner
		By:	/s/ Lainie P. Minnick
		Name:	Lainie P. Minnick
		Title:	Senior Vice President, Finance and Treasurer

Loan No. 1015003

SCHEDULE 1 – BORROWERS AND PROPERTIES

Borrower	Address
Redlands DC LP	1300 California St., Redlands, CA
Cajon DC LP	6207 North Cajon Blvd., San Bernardino, CA
Miami DC III LLC	11001 NW 124th St., Medley, FL
Miami DC IV LLC	11040 NW 124th St., Medley, FL
Miami DC III Land LLC	10910 NW 124th St., Medley FL
Tamarac Commerce Center DC II LLC	6201 North Nob Hill Road, Tamarac, FL
Tamarac Commerce Center DC III LLC	6900 Hiatus Road, Tamarac, FL
Lehigh Valley Crossing DC I LLC	2929 Schoeneck Road, Macungie, PA
Lehigh Valley Crossing DC II LLC	3100 Alburtis Road, Macungie, PA
Lehigh Valley Crossing DC III LLC	2918 Schoeneck Road, Macungie, PA
Bluegrass DC II LLC	1870 McFarland Road, Alpharetta, GA

Loan No. 1015003

SCHEDULE 2 – BANK OF AMERICA LETTERS OF CREDIT

Number	Amount		Expiration Date	Beneficiary
00000003129121	$	169,975.00	9/27/2016	County Administrator, Broward County
00000068106154	$	248,567.00	9/12/2016	County Administrator, Broward County
00000068106155	$	313,603.00	9/12/2016	County Administrator, Broward County
00000068107909	$	114,114.59	11/19/2015	City of Tamarac
00000068108606	$	125,376.00	1/2/2016	Lower Macungie Township
00000068108607	$	264,904.08	1/2/2016	Lower Macungie Township
00000068107910	$	419,989.59	11/19/2015	Lower Macungie Township

Loan No. 1015003

SCHEDULE 2.10 - ALLOCATED LOAN AMOUNTS

Borrower	Address	Allocated Loan Amount
Redlands DC LP	1300 California St., Redlands, CA	$	33,169,000
Cajon DC LP	6207 North Cajon Blvd., San Bernardino, CA	$	33,980,000
Miami DC III LLC	11001 NW 124th St., Medley, FL	$	5,498,000
Miami DC IV LLC	11040 NW 124th St., Medley, FL	$	4,890,000
Miami DC III Land LLC	10910 NW 124th St., Medley FL	$	623,000
Tamarac Commerce Center DC II LLC	6201 North Nob Hill Road, Tamarac, FL	$	6,000,000
Tamarac Commerce Center DC III LLC	6900 Hiatus Road, Tamarac, FL	$	2,350,000
Lehigh Valley Crossing DC I LLC	2929 Schoeneck Road, Macungie, PA	$	14,750,000
Lehigh Valley Crossing DC II LLC	3100 Alburtis Road, Macungie, PA	$	7,900,000
Lehigh Valley Crossing DC III LLC	2918 Schoeneck Road, Macungie, PA	$	4,960,000
Bluegrass DC II LLC	1870 McFarland Road, Alpharetta, GA	$	5,880,000

Loan No. 1015003

SCHEDULE 6.3 - ORGANIZATIONAL CHART

[See attached Organizational Chart]

Loan No. 1015003

Loan No. 1015003

SCHEDULE 6.6 - LITIGATION

None.

Loan No. 1015003

SCHEDULE 6.22 - LEASES

1. Lease Agreement by and between Tamarac Commerce Center II, LLC, a Delaware limited liability company, and Blue Aerospace LLC, a Florida limited liability company, dated October 22, 2014, as amended by that certain First Amendment to Lease dated as of June 15, 2015.

Loan No. 1015003

EXHIBIT A - DESCRIPTION OF PROPERTIES

EXHIBIT A-1 – REDLANDS PROPERTY

The Land referred to herein is situated in the State of California, County of San Bernardino, City of Redlands, and described as follows:

Parcel 1, as shown on Parcel Map No. 19496, Book 243 Pages 1 through 3, in the City of Redlands, County of San Bernardino, State of California, filed for record September 14, 2014 in the County Recorder’s Office of San Bernardino County.

NEW APN: 0292-053-16-0000

EXHIBIT A-2 – CAJON PROPERTY

The Land referred to herein is situated in the State of California, County of San Bernardino, City of San Bernardino, and described as follows:

Parcel 1, as shown on Parcel Map No. 19395 in Book 241, Pages 80-82, filed in the Office of the recorder of the County of San Bernardino, State of California.

APN: 0262-042-39

EXHIBIT A-3 – MIAMI III PROPERTY

Lot 2, Block 2, of PANAMERICAN NORTH BUSINESS PARK, according to the Plat thereof, as recorded in Plat Book 162, Page 51, of the Public Records of Miami-Dade County, Florida,

LESS AND EXCEPT that portion within Lot 2, Block 2 encumbered by that certain Easement recorded December 19, 2003 in Official Records Book 21920, Page 3428, of the Public Records of Miami-Dade County, Florida.

Together with Easements as set forth in Declaration of Covenants, Conditions and Restrictions for Pan American North Business Park, recorded April 13, 2004 in Official Records Book 22208, Page 3829, and May 21, 2004 in Official Records Book 22325, Page 3641, as amended by First Amendment to Declaration of Covenants, Conditions and Restrictions recorded May 3, 2007 in Official Records Book 25586, Page 3989, all of the Public Records of Miami-Dade County, Florida.

EXHIBIT A-4 – MIAMI IV PROPERTY

Lots 3, 4, 5, 10, 11, and 12, Block 4 of PANAMERICAN NORTH BUSINESS PARK, according to the Plat thereof, as recorded in Plat Book 162, Page 51, of the Public Records of Miami-Dade County, Florida.

Together with Easements asset forth In Declaration of Covenants, Conditions and Restrictions for Pan American North Business Park, recorded in Official Records Book 22208, Page 3829, and In Official Records Book 22325, Page 3641, as amended by First Amendment to Declaration of Covenants, Conditions and Restrictions recorded In Official Records Book 25586, Page 3989, all of the Public Records of Miami-Dade County, Florida.

Loan No. 1015003

EXHIBIT A-5 – MIAMI III LAND PROPERTY

Lots 6 and 7, Block 4, of PANAMERICAN NORTH BUSINESS PARK, according to the Plat thereof, as recorded in Plat Book 162, Page 51, of the Public Records of Miami-Dade County, Florida.

Together with Easements as set forth in Declaration of Covenants, Conditions and Restrictions for Pan American North Business Park, recorded April 13, 2004 in Official Records Book 22208, Page 3829, and May 21, 2004 in Official Records Book 22325, Page 3641, as amended by First Amendment to Declaration of Covenants, Conditions and Restrictions recorded May 3, 2007 in Official Records Book 25586, Page 3989, all of the Public Records of Miami-Dade County, Florida.

EXHIBIT A-6 – TAMARAC COMMERCE CENTER II PROPERTY

PARCEL 1: (Fee Parcel)

The South One-Half (S 1/2) of Tract Four (4), of the Subdivision of Section 7, Township 49 South, Range 41 East, according to the FLORIDA FRUITLANDS COMPANY’S SUBDIVISION NO. 2, recorded in Plat Book 1 at page 102 of the public records of Palm Beach County, Florida.

LESS that portion of said South one-half (S 1/2) of Tract Four (4) lying within Thirty-Five feet (35’) of the East section line of said Section 7, measured at right angles and less that portion conveyed to Broward County by Warranty Deed recorded December 8, 2011 in Official Records Book 48352, Page 724, of the Public Records of Broward County, Florida.

NOW KNOWN AS:

Parcel “A” of “TAMARAC COMMERCE II”, according to the map or plat thereof as recorded in Plat Book 181, Pages 32 and 33, of the Public Records of Broward County, Florida.

PARCEL 2: (Easement Parcel as created by Temporary Construction Easement Agreement recorded in Official Records Instrument Number 112887955, of the Public Records of Broward County, Florida.)

A portion of Parcel “A”, “S&N PLAT NO.TWO” according to the plat thereof, as recorded in Plat Book 171 at Page 112 of the Public Records of Broward County, Florida more particularly described as follows:

Commence at the most Southeast corner of Parcel “A” “S&N PLAT NO.TWO” according to the plat thereof, as recorded in Plat Book 171 at Page 112 of the Public Records of Broward County, Florida; thence run South 89 degrees 21 minutes 33 seconds West, along the South boundary line of said Parcel “A”, for 941.74 feet to the Point of Beginning of a strip of land 15 feet in width lying 7.5 feet on each side of and parallel with the following described centerline; thence North 00 degrees 38 minutes 28 seconds West for 79.18 feet to the Point of Termination of said centerline.

Sidelines of all easement are to be lengthened or shortened so as to form a continuous 15 foot wide strip of land.

Sidelines at the Point of Beginning are to be lengthened or shortened so as to intersect the South boundary line of said parcel “A”.

Sidelines at the Point of Termination are to be lengthened or shortened so as to intersect the North line of a 15 foot Water and Sewer Utility Easement, recorded in Official Records Book 39547, Page 1135, of the Public Records of Broward County, Florida.

All lying and being in the Northeast 1/4 of Section 7, Township 49 South, Range 41 East, City of Tamarac, Broward County, Florida.

Loan No. 1015003

EXHIBIT A-7 – TAMARAC COMMERCE CENTER III PROPERTY

A part of Tract 8, Section 7, Township 49 South, Range 41 East, according to the Plat of FLORIDA FRUIT LANDS COMPANY’S SUBDIVISION NO. 2, as recorded in Plat Book 1, Page 102, of the Public Records of Palm Beach County, Florida, being more particularly described as follows:

FROM the Southwest corner of said Tract 8, run N. 89°56’40” E. along the South line of said Tract 8 for 15.0 feet to the POINT OF BEGINNING:

THENCE N. 00°18’43” W. parallel with the West line of said Tract 8, for 583.73 feet to the point of curvature of a curve concave to the Southeast and having a radius of 25.0 feet:

THENCE Northeasterly along the arc of said curve for 39.41 feet through a central angle of 90°18’43” to the point of tangency of said curve;

THENCE East, parallel with and 38.0 feet South of the North line of said Tract 8 for 332.91 feet:

THENCE S. 00°18’43” E. parallel with the West line of said Tract 8 for 608.52 feet to the South line of said Tract 8:

THENCE S. 89°56’40” W. along said South line 358.04 feet to the POINT OF BEGINNING, and situate in Broward County, Florida.

LESS lands conveyed to the City of Tamarac by Warranty Deed recorded August 7, 1997 in Official Records Book 26820, Page 866, of the Public Records of Broward County, Florida.

NOW KNOW AS:

Parcel “A”, of “TAMARAC COMMERCE III”, according to the Map or Plat thereof as recorded in Plat Book 181, Pages 28 and 29, of the Public Records of Broward County, Florida.

Loan No. 1015003

EXHIBIT A-8 – LEHIGH VALLEY I PROPERTY

Lower Macungie Township, Lehigh County, Commonwealth of Pennsylvania

BEGINNING at a concrete monument found at a point formed by the intersection of the Easterly reputed dedicated Township right of way line of Schoenech Road (A.K.A. T-480) with the dividing line between APN No. 547319139714-00001 and APN. No. 54740001554 (lands n/f James E. and Joyce E. Eisenhard) and from said point of beginning running, thence;

1. Along said dividing line between APN No. 547319139714-00001 and APN No. 54740001554, South 84 degrees - 11 minutes - 45 seconds East, a distance of 399.66 feet to a point, thence;

2. Along the dividing line between APN No. 547319139714-00001 and APN No. 547400437929 (land n/f Hoover Avenue Development Co.), South 84 degrees - 12 minutes - 43 seconds East, a distance of 450.36 feet to a point, thence;

3. Along the dividing line between APN No. 547319139714-00001 and APN No. 547400924807 (lands n/f Lower Macungie Self Storage), South 84 degrees - 12 minutes - 21 seconds East, a distance of 577.92 feet to a concrete monument found, thence; along the dividing line between APN No. 547319139714-00001 and APN No. 547410626833 (lands n/f Grace Kirby), the following two (2) courses:

4. South 10 degrees - 11 minutes - 36 seconds East, a distance of 72.93 feet to a concrete monument found, thence;

5. South 84 degrees - 45 minutes - 35 seconds East, a distance of 296.16 feet to a point, thence;

6. Proceeding through the interior of APN No. 547319139714-00001 and along the proposed dividing line between proposed Parcel “A” and proposed Parcel “B”, South 04 degrees – 56 minutes - 18 seconds West, a distance of 610.10 feet to a point, thence;

7. Continuing through said interior of APN No. 547319139714-00001 and along the proposed dividing line between proposed Parcel “A” and proposed Parcel “C’, North 85 degrees – 03 minutes - 42 seconds West, a distance of 1,658.53 feet to a point on the aforementioned Easterly line of Schoeneck Road, thence;

8. Along said Easterly line, North 01 degrees - 54 minutes - 22 seconds West, a distance of 708.46 feet to the point and place of beginning.

EXHIBIT A-9 – LEHIGH VALLEY II PROPERTY

Lower Macungie Township, Lehigh County, Commonwealth of Pennsylvania

Beginning at a concrete monument found at a point formed by the intersection of the Northerly reputed dedicated Township right of way line of Alburtis Road (A.K.A. S.R. 3002, A.K.A. L.R. 39020) with the dividing line between APN No. 547319139714-00001 and APN No. 547339167786 (lands n/f Ray A. Leibensperger) and from said point of beginning running, thence; along said Northerly line of Alburtis Road, the following two (2) courses:

1. North 84 degrees - 38 minutes - 04 seconds West, a distance of 989.54 feet to a point concrete monument found at a point of curvature, thence;

2. Along a curve to the left, having a radius of 160.00 feet, a central angle of 52 degrees – 47 minutes - 29 seconds, an arc length of 147.42 feet, bearing a chord of South 68 degrees – 58 minutes - 11 seconds West, a chord distance of 142.26 feet to a point, thence; proceeding through the interior of APN No. 547318386447-00001 and APN No. 547319139714-00001 and along the proposed dividing line between proposed Parcel “B” and proposed Parcel “C”, the following two (2) courses:

3. North 46 degrees - 51 minutes - 39 seconds West, a distance of 128.32 feet to a point, thence;

Loan No. 1015003

4. North 85 degrees - 03 minutes - 42 seconds West, a distance of 158.38 feet to a point, thence;

5. Continuing through the interior of APN No. 547319139714-00001 and along the proposed dividing line between proposed Parcel “B” and proposed Parcel “A”, North 04 degrees – 56 minutes - 18 seconds East, a distance of 610.10 feet to a point, thence;

6. Along the dividing line between APN No. 547319139714-00001 and APN No. 547410626833 (lands n/f Grace Kirby) & APN No. 547420518536 (lands n/f Jessica Treichler and J. Treichler), South 84 degrees - 45 minutes - 35 seconds East, a distance of 1,348.66 feet to a concrete monument found at a point on the Southwesterly reputed dedicate Township right of way of Pennsylvania State Highway Route 100 (A.K.A. S.R. 0100, A.K.A. L.R. 486), thence;

7. Along said southwesterly right of way, South 61 degrees - 41 minutes - 05 seconds East, a distance of 265.70 feet to a concrete monument found, thence;

8. Along the dividing line between APN No. 547319139714-00001 and APN No. 547339298592 (lands n/f Howard D. Moyer), South 02 degrees - 49 minutes - 13 seconds West, a distance of 90.33 feet to a point, thence; along the dividing line between APN No. 547319139714-00001 and APN No. 547339167786 (lands n/f Ray A. Leibensperger), the following two (2) courses:

9. North 84 degrees - 07 minutes - 57 seconds West, a distance of 213.70 feet to a point, thence;

10. South 05 degrees - 40 minutes - 07 seconds West, a distance of 435.24 feet to the point and place of beginning.

EXHIBIT A-10 – LEHIGH VALLEY III PROPERTY

PARCEL 1:

ALL THAT CERTAIN tract or parcel of ground situated on the Westerly side of Schoeneck Road (T-480) in the Township of Lower Macungie, County of Lehigh, Pennsylvania, being Lot A on the Map entitled “Subdivision Plan, Preliminary/Final Subdivision and Land Development Plans for IIT Valley Crossings DC, LLC, Proposed Warehouse at Lehigh Valley South Industrial Park,” recorded in the Recorder of Deeds Office of Lehigh County on December 11, 2014 as Instrument Nos. 2014033351 through 2014033355 and being more fully bounded and described as follows, to wit:

BEGINNING at a point on the Westerly ultimate right-of-way line of Schoeneck Road (a.k.a. T-480), variable width right-of-way, at the intersection of the dividing line between A.P.N. 546399379125-00001 and A.P.N. 546398772818-0001, lands now or formerly Polaris South Realty, L.P., and from said point of beginning running thence:

THE following two (2) courses and distances along the dividing line between A.P.N. 546399379125-00001 and A.P.N. 546398772818-0001;

1) South 85 degrees 56 minutes 31 seconds West, a distance of 486.43 feet to a point, thence;

2) South 86 degrees 06 minutes 37 seconds West, a distance of 312.03 feet to a point, thence;

Loan No. 1015003

The following three (3) courses and distances along the dividing line between A.P.N. 546399379125-00001 and A.P.N. 546398553594-00001, lands now or formerly Liberty Property, L.P.:

3) North 08 degrees 33 minutes 28 seconds East, a distance of 152.47 feet to a point, thence;

4) North 10 degrees 37 minutes 56 seconds West, a distance of 100.08 feet to a point, thence;

5) North 10 degrees 48 minutes 22 seconds West, a distance of 219.07 feet to a point, thence;

The following two (2) courses and distances along a line running through A.P.N. 546399379125-0001, being the dividing line between Lot A and Lot B of said Proposed Warehouse Preliminary/Final Subdivision and Land Development Plans:

6) North 79 degrees 28 minutes 54 seconds East, a distance of 723.14 feet to a point, thence;

7) South 89 degrees 11 minutes 15 seconds East, a distance of 130.03 feet to a point on the Westerly ultimate right-of-way line of Schoeneck Road, thence;

8) Along the Westerly ultimate right-of-way line of Schoeneck Road, South 00 degrees 48 minutes 45 seconds West, a distance of 538.96 feet to the point and place of beginning.

CONTAINING 413,440 square feet or 9.491 acres, more or less.

BEING the same premises which IIT Valley Crossings DC LLC, a Delaware limited liability company, by Deed dated January 7, 2015 and recorded January 8, 2015 in the Office of the Recorder of Deeds in and for Lehigh County, Pennsylvania in Instrument Number 2015000638, granted and conveyed unto IIT Lehigh Valley Crossing DC III LLC, a Delaware limited liability company, in fee.

AND the said IIT Lehigh Valley Crossing DC III, LLC by name change filed with the Delaware Department of State on November 3, 2015 is now known as Lehigh Valley Crossing DC III, LLC, a Delaware limited liability company.

PARCEL 2:

Together with those certain perpetual, non-exclusive easements for vehicle and pedestrian access, stormwater system, and sanitary sewer, as fully set forth in that certain Access, Easement, Maintenance and Temporary Construction Agreement by and between IIT Valley Crossings DC LLC, a Delaware limited liability company, and IIT Lehigh Valley Crossing DC III LLC, a Delaware limited liability company, dated October 19, 2015 and recorded October 20, 2015 in the Office of the Recorder of Deeds in and for Lehigh County, Pennsylvania in Instrument Number 2015031421.

EXHIBIT A-11 – BLUEGRASS II PROPERTY

RECORD LEGAL FOR PARCEL I:

ALL THOSE TRACTS OR PARCELS OF LAND LYING AND BEING IN LAND LOTS 963, 982, AND 1034 OF THE 1ST SECTION, 2ND DISTRICT, FORSYTH COUNTY, GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

TRACT 1 (V-13)

BEGINNING AT A POINT LOCATED AT THE INTERSECTION OF THE WESTERN RIGHT-OF-WAY OF MCFARLAND ROAD (RIGHT-OF-WAY VARIES) AND THE NORTHERN RIGHT-OF-WAY OF MCGINNIS FERRY ROAD (60 FOOT RIGHT-OF-WAY), AND RUNNING THENCE ALONG THE NORTHERN RIGHT-OF-WAY OF MCGINNIS FERRY ROAD NORTH 70 DEGREES 39 MINUTES 51

Loan No. 1015003

SECONDS WEST, 419.78 FEET TO A POINT; RUNNING THENCE ALONG AN ARC OF A CURVE TO THE LEFT AN ARC DISTANCE OF 56.37 FEET, HAVING A RADIUS OF 1792.95 FEET, AND BEING SUBTENDED BY A CHORD BEARING FOR A DISTANCE OF NORTH 71 DEGREES 33 MINUTES 53 SECONDS WEST, 56.36 FEET TO A POINT; THENCE LEAVING THE AFORESAID NORTHERN RIGHT-OF-WAY OF MCGINNIS FERRY ROAD, RUNNING NORTH 02 DEGREES 02 MINUTES 23 SECONDS WEST, A DISTANCE OF 1380.29 FEET TO A POINT; RUNNING THENCE NORTH 35 DEGREES 04 MINUTES 32 SECONDS EAST, 160.78 FEET TO A POINT; RUNNING THENCE ALONG THE ARC OF A CURVE TO THE RIGHT AN ARC DISTANCE OF 417.28 FEET, HAVING A RADIUS OF 425.97 FEET, AND BEING SUBTENDED BY A CHORD BEARING FOR A DISTANCE OF NORTH 15 DEGREES 41 MINUTES 37 SECONDS EAST, 400.79 FEET TO A POINT; RUNNING THENCE NORTH 27 DEGREES 08 MINUTES 41 SECONDS EAST, 99.33 FEET TO A POINT ON THE WESTERN RIGHT-OF-WAY LINE OF MCFARLAND ROAD; RUNNING THENCE ALONG SAID RIGHT-OF-WAY OF MCFARLAND ROAD SOUTH 07 DEGREES 47 MINUTES 15 SECONDS EAST, 535.83 FEET TO A POINT; RUNNING THENCE SOUTH 82 DEGREES 12 MINUTES 45 SECONDS WEST, 20.00 FEET TO A POINT; RUNNING THENCE SOUTH 07 DEGREES 47 MINUTES 15 SECONDS EAST, 1100.00 FEET TO A POINT; RUNNING THENCE SOUTH 82 DEGREES 12 MINUTES 45 SECONDS WEST, 20.00 FEET TO A POINT; RUNNING THENCE SOUTH 07 DEGREES 47 MINUTES 15 SECONDS EAST, 520.70 FEET TO A POINT AT THE INTERSECTION OF THE WESTERN RIGHT-OF-WAY OF MCFARLAND ROAD AND THE NORTHERN RIGHT-OF-WAY OF MCGINNIS FERRY ROAD, BEING THE POINT OF BEGINNING.

SAID TRACT OR PARCEL OF LAND CONTAINS 14.97 ACRES MORE OR LESS.

LESS AND EXCEPT THAT PORTION OF THE ABOVE DESCRIBED PROPERTY CONVEYED TO FORSYTH COUNTY IN THE HEREINAFTER DESCRIBED LESS AND EXCEPT PROPERTY.

LESS AND EXCEPT THE FOLLOWING TRACTS CONVEYED TO FORSYTH COUNTY BY THAT RIGHT OF WAY DEED RECORDED AT DEED BOOK 1743 PAGE 129, AFORESAID RECORDS:

PARCEL 1 - TRACT I

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 1034 OF THE 2ND DISTRICT, 1ST SECTION, FORSYTH COUNTY, GEORGIA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT POINT RW866, SAID POINT BEING 3.384 METERS LEFT OF MCFARLAND ROAD CONSTRUCTION CENTERLINE STATION 10+009.457; RUNNING THENCE N 73° 02’ 04.5” W A DISTANCE OF 100.000 METERS TO POINT RW3, SAID POINT BEING 8.929 METERS RIGHT OF MCGINNIS FERRY

CONSTRUCTION CENTERLINE STATION 50+289.439; RUNNING THENCE N 73° 09’ 05.2” W A DISTANCE OF 28.954 METERS TO POINT RW874, SAID POINT BEING 8.929 METERS RIGHT OF MCGINNIS FERRY CONSTRUCTION CENTERLINE STATION 50+318.392; RUNNING THENCE N 71° 52’ 07.2” W A DISTANCE OF 16.176 METERS TO POINT RW1477, SAID POINT BEING 9.655 METERS RIGHT OF MCGINNIS FERRY CONSTRUCTION CENTERLINE STATION 50+334.135; RUNNING THENCE N 4° 47’ 34.6” W A DISTANCE OF 3.960 METERS TO POINT RW873, SAID POINT BEING 13.400 METERS

Loan No. 1015003

RIGHT OF MCGINNIS FERRY CONSTRUCTION CENTERLINE STATION 50+335.381; RUNNING THENCE ALONG THE ARC OF A CURVE TO THE RIGHT (SAID CURVE HAVING A RADIUS OF 363.400 METERS AND BEING SUBTENDED BY A CHORD HAVING A CHORD LENGTH OF 17.635 METERS AND A CHORD BEARING OF S 74° 32’ 30.9” E) AN ARC DISTANCE OF 17.637 METERS TO POINT RW228, SAID POINT BEING 13.400 METERS RIGHT OF MCGINNIS FERRY CONSTRUCTION CENTERLINE STATION 50+318.394; RUNNING THENCE S 73° 09’ 05.6” E A DISTANCE OF 70.251 METERS TO POINT RW99, SAID POINT BEING 13.400 METERS RIGHT OF MCGINNIS FERRY CONSTRUCTION CENTER LINE STATION 50+248.143; RUNNING THENCE N 16° 50’ 54.4” E A DISTANCE OF 3.600 METERS TO POINT RW100, SAID POINT BEING 17.000 METERS RIGHT OF MCGINNIS FERRY CONSTRUCTION CENTERLINE STATION 50+248.143; RUNNING THENCE S 73° 09’ 07.4” E A DISTANCE OF 29.999 METERS TO POINT RW101, SAID POINT BEING 17.000 METERS RIGHT OF MCGINNIS FERRY CONSTRUCTION CENTERLINE STATION 50+218.144; RUNNING THENCE N 52° 36’ 16.0” E A DISTANCE OF 9.880 METERS TO POINT RW102, SAID POINT BEING 23.138 METERS LEFT OF MCGINNIS FERRY CONSTRUCTION CENTERLINE STATION 10+029.484; RUNNING THENCE ALONG THE ARC OF A CURVE TO THE LEFT (SAID CURVE HAVING A RADIUS OF 352.000 METERS AND BEING SUBTENDED BY A CHORD HAVING A CHORD LENGTH OF 50.518 METERS AND A CHORD BEARING OF N 4° 20’ 16.3” E) AN ARC DISTANCE OF 50.562 METERS TO POINT RW231, SAID POINT BEING 23.000 METERS LEFT OF MCGINNIS FERRY CONSTRUCTION CENTERLINE STATION 10+082.704; RUNNING THENCE S 10° 27’ 31.2” E A DISTANCE OF 73.840 METERS BACK TO THE POINT OF BEGINNING.

SAID RIGHT-OF-WAY CONSISTING OF 1,334.19 SQUARE METERS, MORE OR LESS.

PARCEL 1 - TRACT 2

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 982 OF THE 2ND DISTRICT, 1ST SECTION, FORSYTH COUNTY, GEORGIA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT POINT RW862, SAID POINT BEING 17.096 METERS LEFT OF MCFARLAND ROAD CONSTRUCTION CENTERLINE STATION 10+508.754; RUNNING THENCE S 79° 32’ 42.1” W A DISTANCE OF 5.904 METERS TO POINT RW863, SAID POINT BEING 23.000 METERS LEFT OF MCFARLAND ROAD CONSTRUCTION CENTERLINE STATION 10+508.751; RUNNING THENCE N 10° 25’ 41.7” W A DISTANCE OF 154.986 METERS TO POINT RW2401, SAID POINT BEING 23.000 METERS LEFT OF MCFARLAND ROAD CONSTRUCTION CENTERLINE STATION 10+663.737; RUNNING THENCE N 24° 28’ 24.8” E A DISTANCE OF 10.167 METERS TO POINT RW1472, SAID POINT BEING 17.183 METERS LEFT OF MCFARLAND ROAD CONSTRUCTION CENTERLINE STATION 10+672.075; RUNNING THENCE S 10° 27’ 31.2” E A DISTANCE OF 163.321 METERS BACK TO THE POINT OF BEGINNING.

SAID RIGHT-OF-WAY CONSISTING OF 932.89 SQUARE METERS, MORE OR LESS.

Parcel II:

“Swap Parcel”

All that tract or parcel of land lying and being in Land Lots 982 and 1034 of the 2nd Land District, 1st Section, Forsyth County, Georgia, said tract or parcel of land being more fully shown and designated as TRACT B on a plat of survey prepared by Valentino & Associates, Inc., dated May 12, 2015 (Job #14-083; Drawing/File #14-083), bearing the seal of Glenn A. Valentino, Ga. Registered Land Surveyor #2528, and being more particularly described as follows:

TO FIND THE POINT OF BEGINNING, COMMENCE at a concrete right-of-way (r/w) monument located at the southwesterly corner of the mitered intersection of the westerly right-of-way line of McFarland Road (variable width public r/w) and the northerly right-of-way line of McGinnis Ferry Road (variable width public r/w);

THENCE proceeding along said northerly right-of-way line of McGinnis Ferry Road the following courses and distances:

North 73 degrees 09 minutes 07 seconds West for a distance of 98.42 feet to a 1/2” iron pin set;

Loan No. 1015003

THENCE South 16 degrees 50 minutes 54 seconds West for a distance of 11.81 feet to a computed point (said computed point being witnessed by a concrete r/w monument found 0.06 feet southwest thereof);

THENCE North 73 degrees 09 minutes 06 seconds West for a distance of 230.48 feet to a 1/2” iron pin set;

THENCE along a curve to the left having a radius of 1192.25 feet for an arc distance of 59.50 feet (said arc being subtended by a chord of North 74 degrees 34 minutes 53 seconds West for a distance of 59.50 feet) to a 1/2” iron pin set;

THENCE departing said northerly right-of-way line of McGinnis Ferry Road, North 04 degrees 42 minutes 39 seconds West for a distance of 68.17 feet to a 1/2” iron pin set, said 1/2” iron pin set being the POINT OF BEGINNING.

THENCE from the POINT OF BEGINNING, North 10 degrees 22 minutes 22 seconds West for a distance of 1095.36 feet to a 1/2” iron pin set;

THENCE North 48 degrees 02 minutes 10 seconds East for a distance of 1.34 feet to a 1/2” iron pin set;

THENCE along a curve to the left having a radius of 32.13 feet for an arc distance of 65.71 feet (said arc being subtended by a chord of North 40 degrees 25 minutes 51 seconds East for a distance of 54.84 feet) to a 1/2” iron pin set;

THENCE North 08 degrees 48 minutes 06 seconds West for a distance of 31.94 feet to a 1/2” iron pin set;

THENCE North 16 degrees 49 minutes 41 seconds East for a distance of 88.99 feet to a 1/2” iron pin set;

THENCE North 32 degrees 03 minutes 17 seconds East for a distance of 63.04 feet to a 1/2” iron pin set;

THENCE South 04 degrees 42 minutes 39 seconds East for a distance of 1294.64 feet to a 1/2” iron pin set, said 1/2” iron pin set being the POINT OF BEGINNING.

Said tract or parcel of land contains 1.593 acres or 69,410 square feet.

PARCELS I AND II ABOVE ALSO BEING THE SAME PROPERTY AS DESCRIBED BELOW:

All that tract or parcel of land lying and being in Land Lots 963, 982 and 1034 of the 2nd Land District, 1st Section, Forsyth County, Georgia, said tract or parcel of land being more fully shown and designated on a plat of survey prepared by Valentino & Associates, Inc. (Job #14-083; Drawing/File #14-083), bearing the seal of Glenn A. Valentino, Ga. Registered Land Surveyor #2528, and being more particularly described, with bearings relative to Grid North, Georgia West Zone, as follows:

BEGINNING at a concrete right-of-way (r/w) monument located at the southwesterly corner of the mitered intersection of the westerly right-of-way line of McFarland Road (variable width public r/w) and the northerly right-of-way line of McGinnis Ferry Road (variable width public r/w).

THENCE proceeding along said northerly right-of-way line of McGinnis Ferry Road the following courses and distances:

North 73 degrees 09 minutes 07 seconds West for a distance of 98.42 feet to a 1/2” iron pin set;

THENCE South 16 degrees 50 minutes 54 seconds West for a distance of 11.81 feet to a computed point (said computed point being witnessed by a concrete r/w monument found 0.06 feet southwest thereof);

THENCE North 73 degrees 09 minutes 06 seconds West for a distance of 230.48 feet to a 1/2” iron pin set;

Loan No. 1015003

THENCE along a curve to the left having a radius of 1192.25 feet for an arc distance of 59.50 feet (said arc being subtended by a chord of North 74 degrees 34 minutes 53 seconds West for a distance of 59.50 feet) to a 1/2” iron pin set;

THENCE departing said northerly right-of-way line of McGinnis Ferry Road North 04 degrees 42 minutes 39 seconds West for a distance of 68.17 feet to a 1/2” iron pin set;

THENCE North 10 degrees 22 minutes 22 seconds West for a distance of 1095.36 feet to a 1/2” iron pin set;

THENCE North 48 degrees 02 minutes 10 seconds East for a distance of 1.34 feet to a 1/2” iron pin set;

THENCE along a curve to the left having a radius of 32.13 feet for an arc distance of 65.71 feet (said arc being subtended by a chord of North 40 degrees 25 minutes 51 seconds East for a distance of 54.84 feet) to a 1/2” iron pin set;

THENCE North 08 degrees 48 minutes 06 seconds West for a distance of 31.94 feet to a 1/2” iron pin set;

THENCE North 16 degrees 49 minutes 41 seconds East for a distance of 88.99 feet to a 1/2” iron pin set;

THENCE North 32 degrees 03 minutes 17 seconds East for a distance of 63.04 feet to a 1/2” iron pin set;

THENCE North 32 degrees 24 minutes 17 seconds East for a distance of 160.78 feet to a 1/2” iron pin set;

THENCE along a curve to the right having a radius of 417.28 feet for an arc distance of 418.06 feet (said arc being subtended by a chord of North 13 degrees 01 minutes 21 seconds East for a distance of 400.79 feet) to a 1/2” iron pin set;

THENCE North 24 degrees 28 minutes 25 seconds East for a distance of 65.49 feet to a 1/2” iron pin set on the aforesaid westerly right-of-way line of McFarland Road;

THENCE proceeding along said westerly right-of-way line of McFarland Road the following courses and distances:

South 10 degrees 26 minutes 11 seconds East for a distance of 1608.09 feet to a 1/2” iron pin set;

THENCE South 79 degrees 32 minutes 29 seconds West for a distance of 20.00 feet to a 1/2” iron pin set;

THENCE South 10 degrees 27 minutes 31 seconds East for a distance of 278.44 feet to a computed point (said computed point being witnessed by a concrete r/w monument found 0.25 feet northwest thereof);

THENCE along a curve to the right having a radius of 1154.85 feet for an arc distance of 165.88 feet (said arc being subtended by a chord of South 04 degrees 20 minutes 16 seconds West for a distance of 165.74 feet) to a computed point (said computed point being witnessed by a concrete r/w monument found 0.23 feet northwest thereof);

THENCE South 52 degrees 36 minutes 16 seconds West for a distance of 32.41 feet to a concrete r/w monument found, said concrete r/w monument found being the POINT OF BEGINNING.

Loan No. 1015003

EXHIBIT B - DOCUMENTS

1. Loan Documents. The documents listed below and amendments, modifications and supplements thereto which have received the prior written consent of Lender, together with any documents executed in the future that are approved by Lender and that recite that they are “Loan Documents” for purposes of this Agreement are collectively referred to herein as the Loan Documents. The documents listed below are each dated of even date herewith unless stated otherwise.

1.1 This Agreement.

1.2 The Note.

1.3 The Borrowers Cash Management Agreement.

1.4 The Guarantor Cash Management Agreement.

1.5 Indemnity and Contribution Agreement among Borrowers, Guarantor and Lender.

1.6 Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Redlands DC LP, a Delaware limited partnership, for the benefit of Lender, and to be recorded in the records of San Bernardino County, California.

1.7 Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Cajon DC LP, a Delaware limited partnership, for the benefit of Lender, dated and to be recorded in the records of San Bernardino County, California.

1.8 Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Miami DC III LLC, a Delaware limited liability company, and Miami DC III Land LLC, a Delaware limited liability company, for the benefit of Lender, and to be recorded in the records of Miami-Dade County, Florida.

1.9 Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Miami DC IV LLC, a Delaware limited liability company, for the benefit of Lender, and to be recorded in the records of Miami-Dade County, Florida.

1.10 Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Tamarac Commerce Center DC II LLC, a Delaware limited liability company, for the benefit of Lender, and to be recorded in the records of Broward County, Florida.

1.11 Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Tamarac Commerce Center DC III LLC, a Delaware limited liability company, for the benefit of Lender, and to be recorded in the records of Broward County, Florida.

1.12 Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Lehigh Valley Crossing DC I LLC, a Delaware limited liability company, and for the benefit of Lender, and to be recorded in the records of Lehigh County, Pennsylvania.

1.13 Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Lehigh Valley Crossing DC II LLC, a Delaware limited liability company, for the benefit of Lender, and to be recorded in the records of Lehigh County, Pennsylvania.

Loan No. 1015003

1.14 Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Lehigh Valley Crossing DC III LLC, a Delaware limited liability company, for the benefit of Lender, and to be recorded in the records of Lehigh County, Pennsylvania.

1.15 Deed to Secure Debt with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Bluegrass DC II LLC, a Delaware limited liability company, for the benefit of Lender, and to be recorded in the records of Forsyth County, Georgia.

1.16 Assignment of Construction Agreements executed by Bluegrass II DC LLC in favor of Lender.

1.17 Assignment of Construction Agreements executed by Lehigh Valley Crossing II DC LLC in favor of Lender.

1.18 Assignment of Design Professional Agreements and Plans and Specification executed by Bluegrass II DC LLC in favor of Lender.

1.19 Assignment of Design Professional Agreements and Plans and Specification executed by Lehigh Valley Crossing II DC LLC in favor of Lender.

1.20 Subordination and Assignment of Development Management Agreement between Bluegrass DC II LLC and Seefried Industrial Properties.

1.21 Subordination and Assignment of Development Management Agreement among Lehigh Valley Crossing DC I LLC, Lehigh Valley Crossing DC II LLC and Panattoni Development Company, Inc.

1.22 Subordination and Assignment of Property Management Agreement between Redlands DC LP and Cushman & Wakefield of California, Inc.

1.23 Subordination and Assignment of Property Management Agreement between Cajon DC LP and Cushman & Wakefield of California, Inc.

2. Other Related Documents (Which Are Not Loan Documents):

2.1 Repayment Guaranty Agreement (“Repayment Guaranty”) executed by Guarantor in favor of Lender.

2.2 Completion Guaranty Agreement (“Completion Guaranty” and collectively with the Repayment Guaranty, “Guaranty”) executed by Guarantor in favor of Lender.

2.3 Hazardous Materials Indemnity Agreement executed by Borrower and Guarantor (collectively, the “Indemnitor”) (the “Indemnity”) in favor of Lender.

2.4 Disbursement Instruction Agreement executed by Borrowers.

Loan No. 1015003

EXHIBIT C – LOAN BUDGET

The Loan Budget set forth herein represents an analysis of the total costs necessary in Borrowers’ estimation to perform Borrowers’ obligations under the Loan Documents. Column A, “Total Costs”, sets forth Borrowers’ representation of the maximum costs for each Item specified in Column A. Column B “Costs Paid By Borrower Prior to Loan Closing”, sets forth Borrowers’ representation of costs that Borrower has paid or has caused to be paid from other sources of funds for each Item specified in Column B. Column C, “Remaining Costs” sets forth Borrowers’ representation of the remaining costs that Borrower deems necessary in Borrowers’ estimation to perform Borrowers’ obligations under the Loan Documents for each Item specified in Column C. Column D, “Borrower’s Equity Contributed Upon Closing to Fund Estimated Cost Already Incurred In Relation to (C) Remaining Costs” sets forth the amount of equity funded by borrower into the Master Operating Account at closing, which funds shall be used by Borrowers to pay for the Items specified in Column D prior to disbursement of Loan proceeds for such items (and as further described in the Property Level Budgets attached as Exhibit I). Column E, “Initial Loan Disbursement At Closing” sets forth the Initial Disbursement being made by Lender at closing. Column F, “Remaining Loan Disbursement Budget”, sets forth Borrowers’ representation of the remaining costs that will be funded by Loan proceeds for each Item specified in Column F. Unless specified otherwise, all reference to Columns or Items in this Agreement refer to Columns or Items in this Exhibit C.

Notwithstanding anything to the contrary contained herein, the Loan Budget represents an aggregate budget for the Properties, and budgets for each Property are set forth on Exhibit I.

[THE LOAN BUDGET FOLLOWS THIS COVER PAGE]

Loan No. 1015003

[Omitted]

Loan No. 1015003

EXHIBIT D - DISBURSEMENT PLAN

1. Timing of Disbursement. Unless another provision of this Agreement specifies otherwise, on or about the first (1st) day of each month, or at such other times as Lender may approve or determine more appropriate, Borrowers shall submit to:

Wells Fargo Bank, National Association

MAC No. N9303-110

608 Second Avenue South, 11^th Floor

Minneapolis, MN 55402-1916

Attn: Disbursement Administrator

Loan No. 1014912

Fax No.: (866) 968-5584

a written itemized statement, signed by Borrowers (“Application for Payment”) setting forth:

1.1 a description of the work performed, material supplied and/or costs incurred or due for which disbursement is requested with respect to any line item (“Item”) shown in Column F (“Disbursement Budget”) of the Financial Requirement Analysis attached as Exhibit C to this Agreement, together with a description indicating the corresponding Item in a Property Level Budget; and

1.2 the total amount incurred, expended and/or due for each requested Item less prior disbursements.

Each Application for Payment by Borrowers shall constitute a representation and warranty by Borrowers that Borrowers are in compliance with all the conditions precedent to a disbursement specified in this Agreement.

Lender shall disburse funds with five (5) Business Days of receipt of all of required information from Borrowers which is in form and substance reasonably acceptable to Lender.

2. Lender’s Right to Condition Disbursements. Lender shall have the right to condition any disbursement upon Lender’s receipt and approval of the following:

2.1 Lender’s or its agent’s right to inspect the applicable Construction Improvements;

2.2 Lender’s written approval of the applicable Construction Improvements projects or Leasing Commissions;

2.3 the Application for Payment and an itemized requisition for payment of Items 3 through 5 shown in the Disbursement Budget (“Hard Costs”);

2.4 bills, invoices, documents of title, vouchers, statements, payroll records, receipts and any other documents evidencing the total amount expended, incurred or due for any requested Items;

2.5 evidence of Borrowers’ use of a lien release, joint check and voucher system reasonably acceptable to Lender for payments or disbursements to any contractor, subcontractor, materialman, supplier or lien claimant;

2.6 architect’s, inspector’s and/or engineer’s periodic certifications of the construction that has been completed and its conformance to the applicable Plans and Specifications and governmental requirements based upon any such architect’s, inspector’s and/or engineer’s periodic physical inspections of a Property and Construction Improvements;

Loan No. 1015003

2.7 waivers and releases of any mechanics’ lien, equitable lien claim or other lien claim rights;

2.8 evidence of Borrower’s compliance with the provisions of Article 4 and Section 6.1 of this Agreement.

2.9 Certificate of Substantial Completion from the applicable Contractor and Borrower, if any, prior to the final retention disbursement of Hard Costs for each separate Construction Improvements project, as applicable;

2.10 any other document, requirement, evidence or information that Lender may reasonably request under any provision of the Loan Documents and for which Lender will use reasonable efforts to request all additional documents at the same time;

2.11 evidence that any goods, materials, supplies, fixtures or other work in process for which disbursement is requested have been incorporated into the Improvements;

2.12 in the event any Application for Payment includes the cost of materials stored at a location other than any Property (“Offsite Materials”), such Application for Payment shall include each of the following: (a) evidence that the Offsite Materials have been purchased by a Borrower, have been segregated from other materials in the facility and have been appropriately marked to indicate such Borrower’s ownership thereof and Lender’s security interest therein; and (b) evidence that the Offsite Materials are insured as required by this Agreement; and (c) at Lender’s request, a security agreement, financing statement and/or subordination agreement in form and substance reasonably satisfactory to Lender executed by the supplier of the Offsite Materials, and/or such other persons as Lender determines may have an interest in or claim to the Offsite Materials, together with such other additional documentation and evidence as Lender may reasonably require to assure itself that it has a perfected first priority lien on the Offsite Materials.

2.13 in the event that any Application for Payment includes the cost of materials stored on a Property (“Onsite Materials”), such Application for Payment shall include each of the following: (a) evidence that the Onsite Materials have been purchased by a Borrower; (b) evidence that the Onsite Materials are insured as required hereunder; and (c) evidence that the Onsite Materials are stored in an area on such Property for which adequate security is provided against theft and vandalism;

2.14 Lender shall have received a date-down endorsement or other title report dated within five (5) days of the requested disbursement from the Title Company showing no state of facts objectionable to Lender (including, without limitation, a showing that title to the Property is vested in a Borrower and that no claim for mechanics’ or materialmen’s liens has been filed against such Property).

Each Borrower acknowledges that such Borrower’s failure to comply with the above timing may result in disbursement delays and each Borrower hereby consents to all such delays.

Loan No. 1015003

EXHIBIT E – DISBURSEMENT INSTRUCTION AGREEMENT

[The form of Disbursement Instruction Agreement follows this cover page.]

Loan No. 1015003

DISBURSEMENT INSTRUCTION AGREEMENT

Borrower: REDLANDS DC LP, a Delaware limited partnership, CAJON DC LP, a Delaware limited partnership, MIAMI DC III LLC, a Delaware limited liability company, MIAMI DC IV LLC, a Delaware limited liability company, MIAMI DC III LAND LLC, a Delaware limited liability company, TAMARAC COMMERCE CENTER DC II LLC, a Delaware limited liability company, TAMARAC COMMERCE CENTER DC III LLC, a Delaware limited liability company, LEHIGH VALLEY CROSSING DC I LLC, a Delaware limited liability company, LEHIGH VALLEY CROSSING DC II LLC, a Delaware limited liability company, LEHIGH VALLEY CROSSING DC III LLC, a Delaware limited liability company, BLUEGRASS DC II LLC, a Delaware limited liability company, individually and collectively

Guarantor: DC LIQUIDATING ASSETS HOLDCO LLC, a Delaware limited liability company

(Borrower and Guarantor, collectively, “Loan Parties”)

Lender: WELLS FARGO BANK, NATIONAL ASSOCIATION

Loan: Loan number 1015003 made pursuant to that certain Construction Loan Agreement dated as of November 4, 2015 between Borrower and Lender, as amended from time to time (the “Loan Agreement”)

Effective Date: November 4, 2015

Check applicable box:

x New – This is the first Disbursement Instruction Agreement submitted in connection with the Loan.

¨ Replace Previous Agreement – This is a replacement Disbursement Instruction Agreement. All prior instructions submitted in connection with this Loan are cancelled as of the Effective Date set forth above.

This Agreement must be signed by the Loan Parties and is used for the following purposes:

(1) to designate an individual or individuals with authority to request disbursements of Loan proceeds, whether at the time of Loan closing/origination or thereafter;

(2) to designate an individual or individuals with authority to request disbursements of funds from Accounts (as defined in the Terms and Conditions attached to this Agreement), if applicable; and

(3) to provide Lender with specific instructions for wiring or transferring funds on Loan Parties’ behalf.

Any of the disbursements, wires or transfers described above is referred to herein as a “Disbursement.”

Specific dollar amounts for Disbursements must be provided to Lender at the time of the applicable Disbursement in the form of a signed closing statement, an email instruction or other written communication (each, a “Disbursement Request”) from an applicable Authorized Representative (as defined in the Terms and Conditions attached to this Agreement).

A new Disbursement Instruction Agreement must be completed and signed by the Loan Parties if (i) all or any portion of a Disbursement is to be transferred to an account or an entity not described in this Agreement or (ii) Loan Parties wish to add or remove any Authorized Representatives.

See the Additional Terms and Conditions attached hereto for additional information and for definitions of certain capitalized terms used in this Agreement.

DELETE THIS PAGE IF NO DISBURSEMENT(S) AT CLOSING/ORIGINATION.

DELETE THIS HEADER BEFORE SENDING TO BORROWER.

WIRE INSTRUCTIONS RECEIVED FROM THIRD PARTIES MUST BE ATTACHED.

Disbursement of Loan Proceeds at Origination/Closing
Closing Disbursement Authorizers: Lender is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “Closing Disbursement Authorizer”) to disburse Loan proceeds on or about the date of the Loan origination/closing and to initiate Disbursements in connection therewith (each, a “Closing Disbursement”):
	Individual’s Name	Title
1.
2.
3.
Describe Restrictions, if any, on the authority of the Closing Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.): DESCRIBE APPLICABLE RESTRICTIONS OR INDICATE “N/A” If there are no restrictions described here, any Closing Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds.

DELETE FOLLOWING SECTION IF NO WIRE TRANSFERS AT ORIGINATION/CLOSING

Permitted Wire Transfers: Disbursement Requests for the Closing Disbursement(s) to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Lender is authorized to use the wire instructions that have been provided directly to Lender by the Receiving Party or Loan Parties and attached as the Closing Exhibit. All wire instructions must contain the information specified on the Closing Exhibit.
	Names of Receiving Parties for the Closing Disbursement(s) (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Closing Exhibit)
1.
2.
3.

DELETE FOLLOWING SECTION IF NO DEPOSITS INTO WFB ACCOUNTS AT ORIGINATION/CLOSING

ADD LINES FOR ADDITIONAL DEPOSIT ACCOUNT INFORMATION IF NECESSARY

Direct Deposit: Disbursement Requests for the Closing Disbursement(s) to be deposited into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below.

Name on Deposit Account:

Wells Fargo Bank, N.A. Deposit Account Number:

Further Credit Information/Instructions:

DELETE THIS PAGE IF NO DISBURSEMENT(S) SUBSEQUENT TO CLOSING.

DELETE THIS HEADER BEFORE SENDING TO BORROWER.

WIRE INSTRUCTIONS RECEIVED FROM THIRD PARTIES MUST BE ATTACHED.

Disbursements of Loan Proceeds Subsequent to Loan Closing/Origination
Subsequent Disbursement Authorizers: Lender is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “Subsequent Disbursement Authorizer”) to disburse Loan proceeds after the date of the Loan origination/closing and to initiate Disbursements in connection therewith (each, a “Subsequent Disbursement”):
	Individual’s Name	Title
1.
2.
3.
Describe Restrictions, if any, on the authority of the Subsequent Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.): DESCRIBE APPLICABLE RESTRICTIONS OR INDICATE “N/A” If there are no restrictions described here, any Subsequent Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds.

DELETE FOLLOWING SECTION IF NO SUBSEQUENT WIRE TRANSFERS ANTICIPATED

Permitted Wire Transfers: Disbursement Requests for Subsequent Disbursements to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Lender is authorized to use the wire instructions that have been provided directly to Lender by the Receiving Party or Loan Parties and attached as the Subsequent Disbursement Exhibit. All wire instructions must contain the information specified on the Subsequent Disbursement Exhibit.
	Names of Receiving Parties for Subsequent Disbursements (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Subsequent Disbursement Exhibit)
1.
2.
3.

DELETE FOLLOWING SECTION IF NO DEPOSITS INTO WFB ACCOUNTS AT ORIGINATION/CLOSING

ADD LINES FOR ADDITIONAL DEPOSIT ACCOUNT INFORMATION IF NECESSARY

Direct Deposit: Disbursement Requests for Subsequent Disbursements to be deposited into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below.

Name on Deposit Account:

Wells Fargo Bank, N.A. Deposit Account Number:

Further Credit Information/Instructions:

DELETE THIS PAGE IF NO RESTRICTED ACCOUNTS.

DELETE THIS HEADER BEFORE SENDING TO BORROWER.

WIRE INSTRUCTIONS RECEIVED FROM THIRD PARTIES MUST BE ATTACHED.

Guarantor Reserve Account Disbursements
Guarantor Reserve Account Disbursement Authorizers: Lender is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “Guarantor Account Disbursement Authorizer”) to disburse funds from the Guarantor Reserve Account and to initiate Disbursements in connection therewith (each, a “Guarantor Account Disbursement”):
	Individual’s Name	Title
1.
2.
3.
Describe restrictions, if any, on the authority of the Guarantor Account Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.): DESCRIBE APPLICABLE RESTRICTIONS OR INDICATE “N/A” If there are no restrictions described here, any Guarantor Account Disbursement Authorizer may submit a Disbursement Request for all available funds.

DELETE FOLLOWING SECTION IF NO WIRE TRANSFERS FROM ACCOUNT ANTICIPATED

Permitted Wire Transfers: Disbursement Requests for Guarantor Account Disbursements to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Lender is authorized to use the wire instructions that have been provided directly to Lender by the Receiving Party or Loan Parties and attached as the Account Disbursement Exhibit. All wire instructions must contain the information specified on the Account Disbursement Exhibit.
	Names of Receiving Parties for Guarantor Account Disbursements (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Account Disbursement Exhibit)
1.
2.
3.

DELETE FOLLOWING SECTION IF NO DEPOSITS INTO WFB ACCOUNTS AT ORIGINATION/CLOSING

ADD LINES FOR ADDITIONAL DEPOSIT ACCOUNT INFORMATION IF NECESSARY

Direct Deposit: Disbursement Requests for Guarantor Account Disbursements to be deposited into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below.

Name on Deposit Account:

Wells Fargo Bank, N.A. Deposit Account Number:

Further Credit Information/Instructions:

Loan Parties acknowledge that all of the information in this Agreement is correct and agrees to the terms and conditions set forth herein and in the Additional Terms and Conditions on the following page.

“BORROWER”
BLUEGRASS DC II LLC, formerly known as IIT Bluegrass DC II LLC
LEHIGH VALLEY CROSSING DC I LLC, formerly known as IIT Lehigh Valley Crossing DC I LLC
LEHIGH VALLEY CROSSING DC II LLC, formerly known as IIT Lehigh Valley Crossing DC II LLC
LEHIGH VALLEY CROSSING DC III LLC, formerly known as IIT Lehigh Valley Crossing DC III LLC
MIAMI DC III LLC, formerly known as IIT Miami DC III LLC
MIAMI DC IV LLC, formerly known as IIT Miami DC IV LLC
TAMARAC COMMERCE CENTER DC II LLC, formerly known as IIT Tamarac Commerce Center II LLC
TAMARAC COMMERCE CENTER DC III LLC, formerly known as IIT Tamarac Commerce Center III LLC
MIAMI DC III LAND LLC, formerly known as IIT Miami DC III Land LLC,
each a Delaware limited liability company
By:
Name:	Lainie P. Minnick
Title:	Senior Vice President, Finance and Treasurer
CAJON DC LP, a Delaware limited partnership, formerly known as IIT Cajon DC LP
By:	Cajon DC GP LLC, a Delaware limited liability company, formerly known as IIT Cajon DC GP LLC, its general partner
	By:
	Name:	Lainie P. Minnick
	Title:	Senior Vice President, Finance and Treasurer
REDLANDS DC LP, a Delaware limited partnership, formerly known as IIT Redlands DC LP
By:	Redlands DC GP LLC, a Delaware limited liability company, formerly known as IIT Redlands DC GP LLC, its general partner
	By:
	Name:	Lainie P. Minnick
	Title:	Senior Vice President, Finance and Treasurer

GUARANTOR
DC LIQUIDATING ASSETS HOLDCO LLC, a Delaware limited liability company
By:	DC Industrial Liquidating Trust,
	a Maryland statutory trust, its managing member
	By:
	Name:	Lainie P. Minnick
	Title:	Senior Vice President, Finance and Treasurer

Additional Terms and Conditions to the Disbursement Instruction Agreement

Definitions. The following capitalized terms shall have the meanings set forth below:

“Account” means the Accounts and the Master Operating Account, each as such term is defined in the Loan Agreement.

“Authorized Representative” means any or all of the Closing Disbursement Authorizers, Subsequent Disbursement Authorizers and Account Disbursement Authorizers, as applicable.

“Guarantor Reserve Account” means the “Guarantor Reserve Account” as such term is defined in the Loan Agreement.

“Receiving Bank” means the financial institution where a Receiving Party maintains its account.

“Receiving Party” means the ultimate recipient of funds pursuant to a Disbursement Request.

Capitalized terms used in these Additional Terms and Conditions to Disbursement Instruction Agreement and not otherwise defined herein shall have the meanings given to such terms in the body of the Agreement.

Disbursement Requests. Lender must receive Disbursement Requests in writing. Verbal requests are not accepted. Disbursement Requests will only be accepted from the applicable Authorized Representatives designated in the Disbursement Instruction Agreement. Disbursement Requests will be processed subject to satisfactory completion of Lender’s customer verification procedures. Lender is only responsible for making a good faith effort to execute each Disbursement Request and may use agents of its choice to execute Disbursement Requests. Funds disbursed pursuant to a Disbursement Request may be transmitted directly to the Receiving Bank, or indirectly to the Receiving Bank through another bank, government agency, or other third party that Lender considers to be reasonable. Lender will, in its sole discretion, determine the funds transfer system and the means by which each Disbursement will be made. Lender may delay or refuse to accept a Disbursement Request if the Disbursement would: (i) violate the terms of this Agreement; (ii) require use of a bank unacceptable to Lender or prohibited by government authority; (iii) cause Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (iv) otherwise cause Lender to violate any applicable law or regulation.

Limitation of Liability. Lender shall not be liable to Loan Parties or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Loan Parties’ requested Disbursements may be made or information received or transmitted, and no such entity shall be deemed an agent of Lender; (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Lender’s control; or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Loan Parties knew or should have known the likelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement. IN NO EVENT WILL LENDER BE LIABLE FOR DAMAGES ARISING DIRECTLY OR INDIRECTLY IF A DISBURSEMENT REQUEST IS EXECUTED BY LENDER IN GOOD FAITH AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Reliance on Information Provided. Lender is authorized to rely on the information provided by any Loan Party or any Authorized Representative in or in accordance with this Agreement when executing a Disbursement Request until Lender has received a new Agreement signed by Loan Parties. Loan Parties agree to be bound by any Disbursement Request: (i) authorized or transmitted by Loan Parties; or (ii) made in Loan Parties’ name and accepted by Lender in good faith and in compliance with this Agreement, even if not properly authorized by Loan Parties. Lender may rely solely (i) on the account number of the Receiving Party, rather than the Receiving Party’s name, and (ii) on the bank routing number of the Receiving Bank, rather than the Receiving Bank’s name, in executing a Disbursement Request. Lender is not obligated or required in any way to take any actions to detect errors in information provided by Loan Parties or an Authorized Representative. If Lender takes any actions in an attempt to detect errors in the transmission or content of transfers or requests or takes any actions in an attempt to detect unauthorized Disbursement Requests, Loan Parties agree that, no matter how many times Lender takes these actions, Lender will not in any situation be liable for failing to take or correctly perform these actions in the future, and such actions shall not become any part of the Disbursement procedures authorized herein, in the Loan Documents, or in any agreement between Lender and Loan Parties.

International Disbursements. A Disbursement Request expressed in US Dollars will be sent in US Dollars, even if the Receiving Party or Receiving Bank is located outside the United States. Lender will not execute Disbursement Requests expressed in foreign currency unless permitted by the Loan Agreement.

Errors. Loan Parties agree to notify Lender of any errors in the Disbursement of any funds or of any unauthorized or improperly authorized Disbursement Requests within fourteen (14) days after Lender’s confirmation to Loan Parties of such Disbursement. If Lender is notified that it did not disburse the full amount requested in a Disbursement Request, Lender’s sole liability will be to promptly disburse the amount of the stated deficiency. If Lender disburses an amount in excess of the amount requested in a Disbursement Request, Lender will only be liable for such excess amount to the extent that Loan Parties do not receive the benefit of such amount.

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Lender may, at Loan Parties’ request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so.

DELETE THIS PAGE IF NOT APPLICABLE

DELETE THIS HEADER BEFORE SENDING TO BORROWER

WIRE INFORMATION SHOULD BE PRINTED OUT AND ATTACHED TO THIS EXHIBIT – NO NEED TO TRANSCRIBE BELOW

CLOSING EXHIBIT

WIRE INSTRUCTIONS

All wire instructions must contain the following information:

• Transfer/Deposit Funds to (Receiving Party Account Name)

• Receiving Party Deposit Account Number

• Receiving Bank Name, City and State

• Receiving Bank Routing (ABA) Number

• Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.)

DELETE THIS PAGE IF NOT APPLICABLE

DELETE THIS HEADER BEFORE SENDING TO BORROWER

WIRE INFORMATION SHOULD BE PRINTED OUT AND ATTACHED TO THIS EXHIBIT – NO NEED TO TRANSCRIBE BELOW

SUBSEQUENT DISBURSEMENT EXHIBIT

WIRE INSTRUCTIONS

All wire instructions must contain the following information:

• Transfer/Deposit Funds to (Receiving Party Account Name)

• Receiving Party Deposit Account Number

• Receiving Bank Name, City and State

• Receiving Bank Routing (ABA) Number

• Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.)

DELETE THIS PAGE IF NOT APPLICABLE

DELETE THIS HEADER BEFORE SENDING TO BORROWER

WIRE INFORMATION SHOULD BE PRINTED OUT AND ATTACHED TO THIS EXHIBIT – NO NEED TO TRANSCRIBE BELOW

ACCOUNT DISBURSEMENT EXHIBIT

WIRE INSTRUCTIONS

All wire instructions must contain the following information:

• Transfer/Deposit Funds to (Receiving Party Account Name)

• Receiving Party Deposit Account Number

• Receiving Bank Name, City and State

• Receiving Bank Routing (ABA) Number

• Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.)

EXHIBIT F – DESIGN PROFESSIONAL’S CONSENT FORM

[The form of Design Professional’s Consent follows this cover page.]

Loan No. 1015003

DESIGN PROFESSIONAL’S CONSENT

The undersigned design professional (collectively referred to as “Design Professional”) hereby consents to the foregoing Assignment to which this Design Professional’s Consent (“Consent”) is a part, and acknowledges that there presently exists no unpaid claims due to the Design Professional except as set forth on Schedule 1 attached hereto, arising out of Design Professional’s preparation and delivery of the Plans and Specifications to Borrower and/or the performance of the Design Professional Agreements described in the Assignment.

Design Professional agrees that if, at any time, Lender shall become the owner of the Property described in Exhibit A attached hereto, or, pursuant to Lender’s rights under the Loan Documents, elects to undertake or cause the completion of construction of the Construction Improvements on any portion of the Property, in accordance with the Plans and Specifications, and gives Design Professional written notice of such election; THEN, so long as Design Professional has received, receives or continues to receive the compensation called for under the Design Professional Agreements, Lender may, at Lender’s option, use and rely on the Plans and Specifications for the purposes for which they were prepared, and Design Professional will continue to perform Design Professional’s obligations under such Design Professional Agreements for the benefit and account of Lender in the same manner as if performed for the benefit or account of Borrower in the absence of the Assignment.

Design Professional further agrees that, in the event of a material breach by Borrower of the Design Professional Agreements, or any agreement entered into with Design Professional in connection with the Plans and Specifications, so long as Borrower’s interest in the Design Professional Agreements and Plans and Specifications is assigned to Lender, Design Professional will give written notice to Lender of such breach at the address shown below. Lender shall have thirty (30) days from the receipt of such written notice of default to remedy or cure said default provided, if such default is of a nature that it cannot be cured within thirty (30) days, Lender shall have thirty (30) days within which to commence the cure and shall thereafter have such reasonable period of time to complete such cure as is necessary. Nothing herein shall require Lender to cure said default or to undertake completion of construction of the Improvements. If Lender fails to cure or begin to cure said default during such thirty (30) day period, Design Professional may pursue termination and any other remedies against Borrower that Design Professional is entitle to under the Design Professional Agreement.

Design Professional confirms that it/he has no knowledge of any prior assignment(s) of any interest in either the Plans and Specifications and/or the Design Professional Agreements. Except as otherwise defined herein, the terms used herein shall have the meanings given them in the Assignment.

Lender’s Address:

Wells Fargo Bank, National Association

Commercial Real Estate/ REIT Finance Group (AU#2754)

10 S. Wacker Drive, 32^nd Floor

Chicago, Illinois 60606

Attn: Craig Koshkarian, Director

Loan No. 1015003

Executed by Design Professional on                                         .

“DESIGN PROFESSIONAL”

[                    ]

Design Professional’s Address:

[                    ]

[                    ]

Loan No. 1015003

EXHIBIT G – CONTRACTOR’S CONSENT FORM

[The form of Contractor’s Consent follows this cover page.]

Loan No. 1015003

CONTRACTOR’S CONSENT

The undersigned (“Contractor”) hereby consents to the foregoing Assignment of Construction Agreements (“Assignment”), of which this Contractor’s Consent (“Consent”) is a part.

A. Contractor and [                    ] have entered into the following Construction Agreements: [                    ].

B. Contractor agrees that if, at any time, Lender shall become the owner of the Property described in Exhibit A attached hereto, or, pursuant to its rights under the Loan Documents, elects to undertake or cause the completion of construction of the Construction Improvements on any portion of the Property, and gives Contractor written notice of such election; THEN, so long as the Contractor has received, receives and continues to receive the compensation called for under the Construction Agreements to which Contractor is a party, Contractor shall continue to perform its obligations under such Construction Agreements in accordance with the terms thereof.

C. Contractor further agrees that, in the event of a breach by Borrower of the Construction Agreements, so long as Borrower’s interest in the Construction Agreements is assigned to Lender, Contractor will give written notice to Lender at the address shown below of such breach. Lender shall have thirty (30) days from the receipt of such written notice of default to remedy or cure said default provided, if such default is of a nature that it cannot be cured within thirty (30) days, Lender shall have thirty (30) days within which to commence the cure and shall thereafter have such reasonable period of time to complete such cure as is necessary. Nothing herein shall require Lender to cure said default or to undertake completion of construction of the Construction Improvements.

D. Contractor further agrees that, except with the prior written approval of Lender (such approval not to be unreasonably withheld, conditioned or delayed), Contractor shall not perform any construction work on the Property pursuant to any change in the Plans and Specifications as defined in the Construction Agreements where such change: (a) would constitute a material change in the building material or equipment specifications, the architectural or structural design, value, architecture or quality of any of the Improvements as defined in the Construction Agreements; or (b) would result in an increase in any item of construction cost in excess of the greater of (i) $100,000 or (ii) five percent (5%) of the total construction hard costs for the applicable Construction Improvements for all such changes in such items of construction cost; or (c) would affect the structural integrity, quality of building material or equipment or overall efficiency of operating systems or utility systems of the improvements. The liens of the Security Instrument therein shall have priority over any claim of lien of Contractor arising out of or in any way connected with any construction work performed by Contractor on the Property pursuant to any change in the Plans and Specifications not approved by Lender where Lender’s approval is required under this Consent. Lender may periodically inspect and copy, at reasonable times, the books, records and accounting data of Contractor relating to the construction of the Improvements.

E. Finally, Contractor shall use money disbursed to or otherwise received by Contractor from or on account of Borrower in connection with the construction of the Improvements solely for the payment of costs incurred in the construction of the Improvements, including Contractor’s fees, and for no other purpose, until all bills, claims and demands for such costs have been paid in full.

Contractor warrants and represents that it/he has no knowledge of any prior assignment(s) of any interest in the Construction Agreements to which such Contractor is a party. Except as otherwise defined herein, the terms used herein shall have the meanings given them in the Assignment.

Loan No. 1015003

Lender’s Address:

Wells Fargo Bank, National Association

Commercial Real Estate/ REIT Finance Group (AU#2754)

10 S. Wacker Drive, 32^nd Floor

Chicago, Illinois 60606

Attn: Craig Koshkarian, Director

Loan No. 1015003

Executed by Contractor on                                         .

“CONTRACTOR “

[            ]

Contractor’s Address:

[                    ]

[                    ]

Loan No. 1015003

EXHIBIT H – OPTION TO EXTEND REQUEST LETTER FROM BORROWER

[The Option to Extend Request Letter from Borrower follows this cover page.]

Loan No. 1015003

NOTE: MUST PRINT ON BORROWER LETTERHEAD

            , 20    

WELLS FARGO BANK, NATIONAL ASSOCIATION

1800 Century Park East, Suite 1200

Los Angeles, California 90067

Attn: Kevin Stacker

RE: Loan No. 1015003 (“Loan”)

Pursuant to the terms of the Construction Loan Agreement dated November 4, 2015 (“Loan Agreement”), REDLANDS DC LP, a Delaware limited partnership, CAJON DC LP, a Delaware limited partnership, MIAMI DC III LLC, a Delaware limited liability company, MIAMI DC IV LLC, a Delaware limited liability company, MIAMI DC III LAND LLC, a Delaware limited liability company, TAMARAC COMMERCE CENTER DC II LLC, a Delaware limited liability company, TAMARAC COMMERCE CENTER DC III LLC, a Delaware limited liability company, LEHIGH VALLEY CROSSING DC I LLC, a Delaware limited liability company, LEHIGH VALLEY CROSSING DC II LLC, a Delaware limited liability company, LEHIGH VALLEY CROSSING DC III LLC, a Delaware limited liability company, BLUEGRASS DC II LLC, a Delaware limited liability company (collectively, “Borrower”), hereby exercise Borrowers’ option to extend the maturity date of the Loan described therein from November 3, 2017 to November 3, 2018. Borrowers hereby certify that no Default has occurred and is continuing. Borrowers further certify that they shall satisfy all conditions precedent for such extension listed in the Loan Agreement.

All capitalized terms used herein, which are not defined herein, shall have the meanings given to them in the Loan Agreement.

[Remainder of Page Left Intentionally Blank]

Loan No. 1015003

“BORROWER”
BLUEGRASS DC II LLC, formerly known as IIT Bluegrass DC II LLC
LEHIGH VALLEY CROSSING DC I LLC, formerly known as IIT Lehigh Valley Crossing DC I LLC
LEHIGH VALLEY CROSSING DC II LLC, formerly known as IIT Lehigh Valley Crossing DC II LLC
LEHIGH VALLEY CROSSING DC III LLC, formerly known as IIT Lehigh Valley Crossing DC III LLC
MIAMI DC III LLC, formerly known as IIT Miami DC III LLC
MIAMI DC IV LLC, formerly known as IIT Miami DC IV LLC
TAMARAC COMMERCE CENTER DC II LLC, formerly known as IIT Tamarac Commerce Center II LLC
TAMARAC COMMERCE CENTER DC III LLC, formerly known as IIT Tamarac Commerce Center III LLC
MIAMI DC III LAND LLC, formerly known as IIT Miami DC III Land LLC,
each a Delaware limited liability company
By:
Name:
Title:
CAJON DC LP, a Delaware limited partnership, formerly known as IIT Cajon DC LP
By:	Cajon DC GP LLC, a Delaware limited liability company, formerly known as IIT Cajon DC GP LLC, its general partner
	By:
	Name:
	Title:
REDLANDS DC LP, a Delaware limited partnership, formerly known as IIT Redlands DC LP
By:	Redlands DC GP LLC, a Delaware limited liability company, formerly known as IIT Redlands DC GP LLC, its general partner
	By:
	Name:
	Title:

Loan No. 1015003

EXHIBIT I – PROPERTY LEVEL BUDGETS

[Omitted]

Loan No. 1015003

EX-10.7

Exhibit 10.7

Loan No. 1015003

PROMISSORY NOTE

(One-Month LIBO Rate, Adjusted Monthly)

$120,000,000.00 November 4, 2015

1. PROMISE TO PAY. FOR VALUE RECEIVED, the undersigned REDLANDS DC LP, a Delaware limited partnership, formerly known as IIT Redlands DC LP, CAJON DC LP, a Delaware limited partnership, formerly known as IIT Cajon DC LP, MIAMI DC III LLC, a Delaware limited liability company, formerly known as IIT Miami DC III LLC, MIAMI DC IV LLC, a Delaware limited liability company, formerly known as IIT Miami DC IV LLC, MIAMI DC III LAND LLC, a Delaware limited liability company, formerly known as IIT Miami DC III Land LLC, TAMARAC COMMERCE CENTER DC II LLC, a Delaware limited liability company, formerly known as IIT Tamarac Commerce Center II LLC, TAMARAC COMMERCE CENTER DC III LLC, a Delaware limited liability company, formerly known as IIT Tamarac Commerce Center III LLC, LEHIGH VALLEY CROSSING DC I LLC, a Delaware limited liability company, formerly known as IIT Lehigh Valley Crossing DC I LLC, LEHIGH VALLEY CROSSING DC II LLC, a Delaware limited liability company, formerly known as IIT Lehigh Valley Crossing DC II LLC, LEHIGH VALLEY CROSSING DC III LLC, a Delaware limited liability company, formerly known as IIT Lehigh Valley Crossing DC III LLC, BLUEGRASS DC II LLC, a Delaware limited liability company, formerly known as IIT Bluegrass DC II LLC (individually and collectively, “Borrower”), promise to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), via wire transfer, or by such other means or at such other places as may be designated in writing by Lender, the principal sum of ONE HUNDRED TWENTY MILLION AND NO/100ths Dollars ($120,000,000.00) or so much thereof as may from time to time be owing under this Promissory Note (“Note”) by reason of advances by Lender to or for the benefit or account of Borrower, with interest thereon, per annum, at one or more of the Effective Rates (as hereinafter defined) calculated in accordance with the terms and provisions of the Interest Rate Agreement attached hereto as Exhibit A (based on a 360-day year and charged on the basis of actual days elapsed). All sums owing hereunder are payable in lawful money of the United States of America, in immediately available funds without offset, deduction or counterclaim of any kind.

Various terms not otherwise defined herein are defined and described as follows:

“Business Day” means: (a) for all purposes other than as set forth in clause (b) below, any day, except a Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to close; and (b) with respect to the determination of any LIBO Rate (as defined in the Interest Rate Agreement attached hereto as Exhibit A), any day that is a day for trading by and between banks in Dollar deposits in the London interbank market.

“Loan Agreement” is that certain Construction Loan Agreement dated as of the date hereof between Borrower and Lender, as the same may be amended, modified, supplemented or replaced from time to time.

2. INTEREST PAYMENTS. Interest accrued on this Note for amounts funded under the Loan shall be due and payable on the first (1^st) Business Day of each month commencing with the first (1^st) month after the date of this Note (“Due Date”).

3. MATURITY DATE. The outstanding principal balance of this Note, together with all accrued and unpaid interest, shall be due and payable in full on November 3, 2017 (or such later date pursuant to Section 2.13 of the Loan Agreement, the “Maturity Date”). Principal amounts outstanding hereunder, upon which repayment obligations exist and interest accrues, shall be determined by the records of Lender, which shall be deemed to be conclusive in the absence of clear and convincing evidence to the contrary presented by Borrower.

4. SECURED NOTE. This Note is secured by, the mortgages, deeds of trust and deeds to secure debt identified on Schedule 1 attached hereto (collectively, as the same may be amended, modified, supplemented or replaced from time to time, (“Security Instrument”) and the other Loan Documents.

Page 1 of 12

LOAN NO. 1015003

5. DIRECT DEBIT. In order to assure timely payment to Lender of accrued interest, principal, fees and late charges due and owing under the Loan evidenced by this Note, Borrower and Guarantor, as applicable, hereby irrevocably authorize Lender to directly debit the Master Operating Account first and the Operating Account (as defined in the Loan Agreement) to the extent there are not sufficient funds in the Master Operating Account for payment when due of all such amounts payable to Lender. Borrower represents and warrants to Lender that Borrower is the legal owner of the Operating Account. Guarantor represents and warrants to Lender that Guarantor is the legal owner of the Master Operating Account . Written confirmation of the amount and purpose of any such direct debit shall be given to Borrower and Guarantor by Lender not less frequently than monthly. In the event any direct debit of the Master Operating Account is returned for insufficient funds, Borrower shall pay Lender upon demand, in immediately available funds, all amounts and expenses due and owing to Lender.

6. LATE CHARGE. If any interest or principal payment required hereunder is not received by Lender (whether by direct debit or otherwise) on or before the fifteenth (15^th) calendar day following the first (1st) Business Day of the month (regardless of whether the fifteenth (15^th) day falls on a Saturday, Sunday or legal holiday) in which it becomes due, Borrower shall pay, at Lender’s option, a late or collection charge equal to four percent (4%) of the amount of such unpaid payment (“Late Charge”).

7. PREPAYMENT. Provided no Default has occurred under the Loan Documents and is continuing, Borrower may prepay this Note, whether voluntary, mandatory, upon acceleration or otherwise, in whole or in part, without a prepayment penalty in accordance with the terms of the Loan Agreement, upon prior written notice to Lender as specified below.

As a condition to any prepayment, Borrower must give prior written notice to Lender not less than ten (10) days prior to the payment date upon which the prepayment shall be made. In connection with any prepayment, Borrower shall pay any LIBO Rate Price Adjustment, as hereinafter defined and/or any termination charges associated with any Swap Agreement(s) (as defined in the Loan Agreement) between Borrower and Lender.

Borrower acknowledges that any prepayment of the Loan shall cause Lender to lose its interest rate yield on the Loan and may cause Lender to have to reinvest the prepaid amount in loans with a lesser yield (including, without limitation, possibly in debt obligations other than first mortgage loans on commercial properties). As a consequence, Borrower understands and agrees that the foregoing terms and conditions of prepayment are an integral part of the consideration for Lender making the Loan.

8. DEFAULT RATE. From and after the Maturity Date, or such earlier date on which a Default (as defined in the Loan Agreement) exists under the Loan Agreement or under any of the other Loan Documents, then at the option of Lender, all sums owing on this Note shall bear interest at a rate per annum equal to five percent (5%) in excess of the interest rate otherwise accruing under this Note (“Default Rate”). To the extent permitted by law, the Default Rate shall apply both before and after any judgment on the indebtedness evidenced by this Note.

9. ACCELERATION. If: (a) Borrower shall fail to pay when due any sums payable hereunder; or (b) upon the occurrence of any Default, as defined in any one or more of the Security Instrument, Loan Agreement, any other Loan Document, any Other Related Document, or any obligation secured by any of the foregoing, which Default is not cured within the applicable grace period, if any; THEN Lender may, at its sole option, declare all sums owing under this Note immediately due and payable; provided, however, that if any document related to this Note provides for automatic acceleration of payment of sums owing hereunder, all sums owing hereunder shall be automatically due and payable in accordance with the terms of that document.

10. MISCELLANEOUS.

10.1 Notices. All notices or other communications required or permitted to be given pursuant to this Note shall be given to the parties at the address and in the manner provided for in the Loan Agreement, except as otherwise provided herein.

10.2 Waiver of Right to Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE STATE LAW, EACH PARTY TO THIS NOTE HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THE LOAN

Page 2 of 12

LOAN NO. 1015003

DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY.

10.3 Waiver. Except as otherwise provided, Borrower waives presentment; demand; notice of dishonor; notice of default or delinquency; notice of acceleration; notice of protest and nonpayment; notice of costs, expenses or losses and interest thereon; notice of late charges; and diligence in taking any action to collect any sums owing under this Note or in proceeding against any of the rights or interests in or to properties securing payment of this Note.

10.4 Time. Time is of the essence of each and every term herein.

10.5 Governing Law and Consent to Jurisdiction. This Note and any claim, controversy or dispute arising under or related to this Note, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by, and construed and enforced in accordance with, the laws of New York without regard to any conflicts of law principles, except to the extent preempted by federal laws. Borrower and all persons and entities in any manner obligated to Lender under the Loan Documents consent to the jurisdiction of any federal or state court within New York having proper venue and also consent to service of process by any means authorized by New York or federal law.

10.6 Commercial Use; Maximum Rate Permitted By Law. Borrower hereby represents that this loan is for commercial use and not for personal, family or household purposes.

It is the specific intent of Borrower and Lender that this Note bear a lawful rate of interest, and if any court of competent jurisdiction should determine that the rate herein provided for exceeds that which is statutorily permitted for the type of transaction evidenced hereby, the interest rate shall be reduced to the highest rate permitted by applicable law, with any excess interest heretofore collected being applied against principal or, if such principal has been fully repaid, returned to Borrower on demand.

10.7 Lender’s Damages. Borrower recognizes that its default in making any payment as provided herein or in any other Loan Document as agreed to be paid when due, or the occurrence of any other Default hereunder or under any other Loan Document, will require Lender to incur additional expense in servicing and administering the Loan, in loss to Lender of the use of the money due and in frustration to Lender in meeting its other financial and loan commitments and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower agrees (a) that an amount equal to the Late Charge plus the accrual of interest at the Default Rate is a reasonable estimate of the damage to Lender in the event of a late payment, and (b) that the accrual of interest at the Default Rate following any other Default is a reasonable estimate of the damage to Lender in the event of such other Default, regardless of whether there has been an acceleration of the loan evidenced hereby. Nothing in this Note shall be construed as an obligation on the part of Lender to accept, at any time, less than the full amount then due hereunder, or as a waiver or limitation of Lender’s right to compel prompt performance.

10.8 Joint and Several Liability. If this Note is executed by more than one person or entity as Borrower, the obligations of each such person or entity shall be joint and several. No person or entity shall be a mere accommodation maker, but each shall be primarily and directly liable hereunder.

Page 3 of 12

LOAN NO. 1015003

10.9 Defined Terms. Unless otherwise defined herein, capitalized terms used in this Note shall have the meanings attributed to such terms in the Loan Agreement.

10.10 Use of Singular and Plural; Gender. When the identity of the parties or other circumstances make it appropriate, the singular number includes the plural, and the masculine gender includes the feminine and/or neuter.

10.11 Exhibits, Schedules and Riders. All exhibits, schedules, riders and other items attached hereto are incorporated into this Note by such attachment for all purposes.

10.12 Inconsistencies. In the event of any inconsistencies between the terms of this Note and the terms of any of the other Loan Documents related to the Loan, the terms of the Loan Agreement shall prevail.

10.13 Integration; Interpretation. This Note and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. This instrument may be amended only by an instrument in writing executed by the parties hereto.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Page 4 of 12

LOAN NO. 1015003

IN WITNESS WHEREOF, Borrower has duly executed and delivered this Note as of the date appearing on the first page of this Note.

BORROWER
BLUEGRASS DC II LLC, formerly known as IIT Bluegrass DC II LLC
LEHIGH VALLEY CROSSING DC I LLC, formerly known as IIT Lehigh Valley Crossing DC I LLC
LEHIGH VALLEY CROSSING DC II LLC, formerly known as IIT Lehigh Valley Crossing DC II LLC
LEHIGH VALLEY CROSSING DC III LLC, formerly known as IIT Lehigh Valley Crossing DC III LLC
MIAMI DC III LLC, formerly known as IIT Miami DC III LLC
MIAMI DC IV LLC, formerly known as IIT Miami DC IV LLC
TAMARAC COMMERCE CENTER DC II LLC, formerly known as IIT Tamarac Commerce Center II LLC
TAMARAC COMMERCE CENTER DC III LLC, formerly known as IIT Tamarac Commerce Center III LLC
MIAMI DC III LAND LLC, formerly known as IIT Miami DC III Land LLC, each a Delaware limited liability company
By:	/s/ Lainie P. Minnick
Name:	Lainie P. Minnick
Title:	Senior Vice President, Finance and Treasurer
CAJON DC LP, a Delaware limited partnership, formerly known as IIT Cajon DC LP
By:	Cajon DC GP LLC, a Delaware limited liability company, formerly known as IIT Cajon DC GP LLC, its general partner
	By:	/s/ Lainie P. Minnick
	Name:	Lainie P. Minnick
	Title:	Senior Vice President, Finance and Treasurer

Page 5 of 12

Loan No. 1015003

REDLANDS DC LP, a Delaware limited partnership, formerly known as IIT Redlands DC LP
By:	Redlands DC GP LLC, a Delaware limited liability company, formerly known as IIT Redlands DC GP LLC, its general partner
	By:	/s/ Lainie P. Minnick
	Name:	Lainie P. Minnick
	Title:	Senior Vice President, Finance and Treasurer

Page 6 of 12

Loan No. 1015003

DC Liquidating Assets Holdco LLC, as Guarantor, hereby joins in the Promissory Note (“Note”) dated as of November     , 2015 between the borrowers identified therein and Wells Fargo Bank, National Association, only for the purpose of agreeing to be bound by, and to comply with, the terms and conditions of Section 5 of the Note.

DC LIQUIDATING ASSETS HOLDCO LLC,
a Delaware limited liability company
	By: DC Industrial Liquidating Trust, a Maryland statutory trust, its managing member
	By:	/s/ Lainie P. Minnick
	Name:	Lainie P. Minnick
	Title:	Senior Vice President,
		Finance and Treasurer

Page 7 of 12

Loan No. 1015003

EXHIBIT A - INTEREST RATE AGREEMENT

Exhibit A to Promissory Note (“Note”) made by REDLANDS DC LP, a Delaware limited partnership, formerly known as IIT Redlands DC LP, CAJON DC LP, a Delaware limited partnership, formerly known as IIT Cajon DC LP, MIAMI DC III LLC, a Delaware limited liability company, formerly known as IIT Miami DC III LLC, MIAMI DC IV LLC, a Delaware limited liability company, formerly known as IIT Miami DC IV LLC, MIAMI DC III LAND LLC, a Delaware limited liability company, formerly known as IIT Miami DC III Land LLC, TAMARAC COMMERCE CENTER DC II LLC, a Delaware limited liability company, formerly known as IIT Tamarac Commerce Center II LLC, TAMARAC COMMERCE CENTER DC III LLC, a Delaware limited liability company, formerly known as IIT Tamarac Commerce Center III LLC, LEHIGH VALLEY CROSSING DC I LLC, a Delaware limited liability company, formerly known as IIT Lehigh Valley Crossing DC I LLC, LEHIGH VALLEY CROSSING DC II LLC, a Delaware limited liability company, formerly known as IIT Lehigh Valley Crossing DC II LLC, LEHIGH VALLEY CROSSING DC III LLC, a Delaware limited liability company, formerly known as IIT Lehigh Valley Crossing DC III LLC, BLUEGRASS DC II LLC, a Delaware limited liability company, formerly known as IIT Bluegrass DC II LLC (individually and collectively, “Borrower”) to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (collectively with its successors or assigns, “Lender”).

R E C I T A L S

Borrower has requested and Lender has agreed to provide the option to fix the rate of interest for specified periods on specified portions of the outstanding principal balance as a basis for calculating the Effective Rate on such portions of the principal amounts owing under the Note (“One-Month LIBO Rate Option”). Borrower understands: (i) the process of exercising the One-Month LIBO Rate Option as provided herein; (ii) that amounts owing under the Note may bear interest at different rates and for different time periods; and (iii) that absent the terms and conditions hereof, it would be extremely difficult to calculate Lender’s additional costs, expenses, and damages in the event of a Default or prepayment by Borrower hereunder. Given the above, Borrower agrees that the provisions herein (including, without limitation, the LIBO Rate Price Adjustment defined below) provide for a reasonable and fair method for Lender to recover its additional costs, expenses and damages in the event of a Default or prepayment by Borrower.

1. RATES AND TERMS DEFINED. Various rates and terms not otherwise defined herein or in the Note are defined and described as follows:

“Calculated Interest Rate” is the rate of interest equal to the sum of: (a) three percent (3.00%), plus (b) the LIBO Rate.

“Effective Rate” is the rate of interest calculated in accordance with Section 2 hereof.

“LIBO Rate” is the rate of interest per annum determined by Lender on the basis of the rate for United States dollar deposits for delivery on the first (1^st) day of each LIBO Rate Period, for a period approximately equal to such LIBO Rate Period, as reported on Reuters Screen LIBOR01 Page (or any successor page) at approximately 11:00 a.m., London time, two (2) Business Days prior to the first day of the LIBO Rate Period (or if not so reported, then as determined by Lender from another recognized source or interbank quotation). In no event shall LIBO Rate be less than zero percent (0.00%).

“LIBO Rate Period” is a period commencing on the first (1^st) Business Day of a calendar month and continuing to, but not including, the first (1^st) Business Day of the next calendar month; provided, however, no LIBO Rate Period shall extend beyond the Maturity Date.

“LIBO Rate Portion” is the principal balance of the Note which is subject to a Calculated Interest Rate.

“Regulatory Costs” are, collectively, future, supplemental, emergency or other increases in the Reserve Percentage or the FDIC assessment rates, or any other new or increased requirements or costs imposed by any domestic or foreign governmental authority to the extent that they are attributable to Lender having entered into the Loan Documents or the performance of Lender’s obligations thereunder, and which result in a reduction in Lender’s rate of return from the Loan, Lender’s rate of return on overall capital or any amount due and payable to Lender under any Loan Document. Regulatory Costs shall not, however, include any requirements or costs that are incurred or suffered by Lender as a direct result of Lender’s willful misconduct.

Page 8 of 12

LOAN NO. 1015003

“Reserve Percentage” is at any time the percentage announced within Lender as the reserve percentage for the Loan under Regulation D, or other regulations from time to time in effect concerning reserves for Eurocurrency Liabilities, as defined in Regulation D, from related institutions as though Lender were in a net borrowing position, as promulgated by the Board of Governors of the Federal Reserve System, or its successor.

“Taxes” as referred to herein, are, collectively, all withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority that are attributable to the Lender having entered into the Loan Documents or the performance of Lender’s obligations thereunder.

2. EFFECTIVE RATE. Provided no Default exists under the Note or under any of the other Loan Documents, the “Effective Rate” upon which interest shall be calculated for the Note shall be one or more of the following:

2.1 Initial Disbursement; Subsequent Disbursements.

(i) For the initial disbursement of principal under the Note (“Initial Disbursement”), the Effective Rate on such principal amount shall be the Calculated Interest Rate on the date of disbursement, as determined by Lender.

(ii) For any and all disbursements of principal under the Note made subsequent to the Initial Disbursement at any time, and from time to time, within the same calendar month as the Initial Disbursement (“Initial Month Subsequent Disbursements”), the Effective Rate on such principal amount(s) shall likewise be the Calculated Interest Rate applicable to the Initial Disbursement.

(iii) Such Effective Rate shall apply to the Initial Disbursement, and any Initial Month Subsequent Disbursements, from the respective dates of disbursement through and including the date immediately preceding the first (1^st) Business Day of the next calendar month. On the first (1^st) Business Day of such next calendar month, the Initial Disbursement, and any Initial Month Subsequent Disbursements, shall become the LIBO Rate Portion for purposes of calculation of the Effective Rate under Section 2.2 hereof.

(iv) For any and all disbursements of principal under the Note made at any time, and from time to time, after the calendar month in which the Initial Disbursement was made, any such principal disbursed shall also be added to the LIBO Rate Portion for purposes of calculation of the Effective Rate under Section 2.2 hereof.

2.2 Reset of Effective Rate. Commencing with the first (1^st) Business Day of the first (1^st) calendar month after the Initial Disbursement, and continuing thereafter on the first (1^st) Business Day of each succeeding calendar month, the Effective Rate on the outstanding LIBO Rate Portion under the Note (i.e., all outstanding principal on such first (1^st) Business Day) shall be reset to the Calculated Interest Rate, as determined by Lender on each such first (1^st) Business Day.

2.3 Requests. Any written request by Borrower to Lender shall be delivered to Lender at Wells Fargo Bank, NA, 608 2nd Ave. S 11th floor | Minneapolis, MN 55402, Attention: Breanna Schmid, Loan Servicing Specialist, Loan No. 1015003, with a copy to Lender at Wells Fargo Bank, NA, 1800 Century Park East, Suite 1200, Los Angeles, California 90067, Attention: Kevin Stacker, Senior Vice President, or at such other place as may be designated in writing by Lender.

Lender is authorized to rely upon the telephonic request and acceptance of Lainie Minnick, Jeff Latier or Brian Wilkinson as Borrower’s duly authorized agent(s), or such additional authorized agents as Borrower shall designate in writing to Lender. Borrower’s telephonic notices, requests and acceptances shall be directed to such officers of Lender as Lender may from time to time designate.

2.4 Post-Maturity; Default Rate. From and after the Maturity Date, or such earlier date on which a Default exists under the Loan Agreement or any of the other Loan Documents, THEN at the option of Lender, all sums owing on the Note shall bear interest at a rate per annum equal to the Default Rate.

Page 9 of 12

LOAN NO. 1015003

3. TAXES, REGULATORY COSTS AND RESERVE PERCENTAGES. Within thirty (30) calendar days after Lender’s demand, Borrower shall pay to Lender, in addition to all other amounts which may be, or become, due and payable under the Note and the other Loan Documents, any and all Taxes and Regulatory Costs. Lender shall give Borrower notice of any Taxes and Regulatory Costs as soon as practicable after their occurrence, but Borrower shall be liable for any Taxes and Regulatory Costs regardless of whether or when notice is so given. A certificate as to the amount of such Taxes and Regulatory Costs, submitted to Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest error.

4. LIBO RATE PRICE ADJUSTMENT. Borrower acknowledges that prepayment or acceleration of a LIBO Rate Portion during a LIBO Rate Period shall result in Lender’s incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, on the date a LIBO Rate Portion is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise (“Price Adjustment Date”), Borrower will pay Lender (in addition to all other sums then owing to Lender) an amount (“LIBO Rate Price Adjustment”) equal to the then present value of (a) the amount of interest that would have accrued on the LIBO Rate Portion for the remainder of the LIBO Rate Period at the Calculated Interest Rate set on the first (1^st) Business Day of the month in which such amount is prepaid or becomes due, less (b) the amount of interest that would accrue on the same LIBO Rate Portion for the same period if the Calculated Interest Rate were set on the Price Adjustment Date at the Calculated Interest Rate in effect on the Price Adjustment Date. The present value shall be calculated by using as a discount rate the Calculated Interest Rate quoted on the Price Adjustment Date.

5. PURCHASE, SALE AND MATCHING OF FUNDS. Borrower understands, agrees and acknowledges the following: (a) Lender has no obligation to purchase, sell and/or match funds in connection with the use of a Calculated Interest Rate as a basis for calculating an Effective Rate or LIBO Rate Price Adjustment; (b) a Calculated Interest Rate is used merely as a reference in determining an Effective Rate or a LIBO Rate Price Adjustment; and (c) Borrower has accepted a Calculated Interest Rate as a reasonable and fair basis for calculating an Effective Rate or a LIBO Rate Price Adjustment. Borrower further agrees to pay the LIBO Rate Price Adjustment, Taxes and Regulatory Costs, if any, whether or not Lender elects to purchase, sell and/or match funds.

6. MISCELLANEOUS. As used in this Exhibit, the plural shall mean the singular and the singular shall mean the plural as the context requires.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Page 10 of 12

Loan No. 1015003

This Exhibit is executed concurrently with and as part of the Note referred to and described first above.

BORROWER
BLUEGRASS DC II LLC, formerly known as IIT Bluegrass DC II LLC
LEHIGH VALLEY CROSSING DC I LLC, formerly known as IIT Lehigh Valley Crossing DC I LLC
LEHIGH VALLEY CROSSING DC II LLC, formerly known as IIT Lehigh Valley Crossing DC II LLC
LEHIGH VALLEY CROSSING DC III LLC, formerly known as IIT Lehigh Valley Crossing DC III LLC
MIAMI DC III LLC, formerly known as IIT Miami DC III LLC
MIAMI DC IV LLC, formerly known as IIT Miami DC IV LLC
TAMARAC COMMERCE CENTER DC II LLC, formerly known as IIT Tamarac Commerce Center II LLC
TAMARAC COMMERCE CENTER DC III LLC, formerly known as IIT Tamarac Commerce Center III LLC
MIAMI DC III LAND LLC, formerly known as IIT Miami DC III Land LLC, each a Delaware limited liability company
By:	/s/ Lainie P. Minnick
Name:	Lainie P. Minnick
Title:	Senior Vice President, Finance and Treasurer
CAJON DC LP, a Delaware limited partnership, formerly known as IIT Cajon DC LP
By:	Cajon DC GP LLC, a Delaware limited liability company, formerly known as IIT Cajon DC GP LLC, its general partner
	By:	/s/ Lainie P. Minnick
	Name:	Lainie P. Minnick
	Title:	Senior Vice President, Finance and Treasurer
REDLANDS DC LP, a Delaware limited partnership, formerly known as IIT Redlands DC LP
By:	Redlands DC GP LLC, a Delaware limited liability company, formerly known as IIT Redlands DC GP LLC, its general partner
	By:	/s/ Lainie P. Minnick
	Name:	Lainie P. Minnick
	Title:	Senior Vice President, Finance and Treasurer

Page 11 of 12

Loan No. 1015003

SCHEDULE 1 - SECURITY INSTRUMENTS

(a) Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Redlands DC LP, a Delaware limited partnership, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of San Bernardino County, California;

(b) Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Cajon DC LP, a Delaware limited partnership, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of San Bernardino County, California;

(c) Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Miami DC III LLC, a Delaware limited liability company, and Miami DC III Land LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Miami-Dade County, Florida;

(d) Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Miami DC IV LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Miami-Dade County, Florida;

(e) Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Tamarac Commerce Center DC II LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Broward County, Florida;

(f) Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Tamarac Commerce Center DC III LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Broward County, Florida;

(g) Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Lehigh Valley Crossing DC I LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Lehigh County, Pennsylvania;

(h) Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Lehigh Valley Crossing DC I LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Lehigh County, Pennsylvania;

(i) Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Lehigh Valley Crossing DC III LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Lehigh County, Pennsylvania; and

(j) Deed to Secure Debt with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Bluegrass DC II LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Forsyth County, Georgia.

Page 12 of 12

EX-10.8

EXHIBIT 10.8

Loan No. 1015003

REPAYMENT GUARANTY AGREEMENT

(Secured Loan)

This REPAYMENT GUARANTY AGREEMENT (“Guaranty”) is dated November 4, 2015, by DC LIQUIDATING ASSETS HOLDCO LLC, a Delaware limited liability company (“Guarantor”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (collectively with its successors or assigns, “Lender”).

R E C I T A L S

A. Pursuant to the terms of that certain Construction Loan Agreement by and between the borrowers party thereto, each a Delaware limited liability company or limited partnership, as applicable (collectively, “Borrower”) and Lender dated as of even date herewith, as the same may be amended, modified, supplemented or replaced from time to time, “Loan Agreement”), Lender has agreed to loan to Borrower the principal sum of up to ONE HUNDRED TWENTY MILLION AND NO/100 DOLLARS ($120,000,000.00) (“Loan”) for the purposes specified in the Loan Agreement.

B. The Loan Agreement provides that the Loan is evidenced by that certain Promissory Note dated of even date herewith, executed by Borrower payable to the order of Lender in the principal amount of the Loan (as the same may be amended, modified, supplemented or replaced from time to time, “Note”).The Loan is further evidenced and secured by certain other documents described in the Loan Agreement as Loan Documents.

C. The Note is secured by, among other things, the mortgages, deeds to secure debt and deeds of trust identified on Schedule 1 to this Agreement (collectively, and as the same may be amended, modified, supplemented or replaced from time to time, “Security Instrument”).

D. The real property which is the subject of the Security Instrument is referred to hereinafter as the “Property”.

E. The Loan Agreement, the Security Instrument, the Note, and those other documents described in the Loan Agreement as Loan Documents, together with all modifications, extensions, renewals and amendments thereto, are collectively referred to hereinafter as the “Loan Documents”. This Guaranty is not one of the Loan Documents.

F. The purpose of the Loan includes, without limitation, the construction on certain of the Property of certain improvements (“Construction Improvements”) described in plans and specifications required by the Loan Agreement (“Plans and Specifications”).

G. Guarantor is the direct or indirect owner of an equity interest in Borrower and will benefit from the Loan to be made by Lender to Borrower.

THEREFORE, to induce Lender to enter into the Loan Agreement and to make the Loan, and in consideration thereof, Guarantor unconditionally, absolutely and irrevocably guarantees and agrees as follows:

1. GUARANTY. Guarantor hereby unconditionally, absolutely and irrevocably guarantees and promises to pay to Lender or order, on demand, in lawful money of the United States of America, in immediately available funds, the aggregate principal amount of the Loan or so much thereof as may be due and owing under the Note or any of the other Loan Documents, together with interest and any other sums payable under the Note or any of the other Loan Documents or under or in connection with a Swap Agreement between Borrower and Lender.

2. NO WAIVER, RELEASE OR IMPAIRMENT. Nothing contained in this Guaranty shall be deemed to waive, release, affect or impair the indebtedness evidenced by the Loan Documents or the obligations of Borrower under the Loan Documents, or the liens and security interests created by the Loan Documents, or Lender’s rights to enforce its rights and remedies under the Loan Documents and under this Guaranty or the indemnity provided herein, in the Loan Documents or in connection with the Loan, or otherwise provided in equity or under applicable law, including, without limitation, the right to pursue any remedy for injunctive or other equitable relief, or any suit or action in connection with the preservation, enforcement or foreclosure of the liens, mortgages, assignments and security interests which are now or at any time hereafter security for the payment and performance of all obligations under the Loan Agreement or in the other Loan Documents. The provisions of Section 1 of this Guaranty shall prevail and control over any contrary provisions elsewhere in this Guaranty or the other Loan Documents.

3. REMEDIES. If Guarantor fails to promptly perform its obligations under this Guaranty, Lender may from time to time, and without first requiring performance by Borrower or any other guarantor or without exhausting any or all security (if any) for the Loan or any Swap Agreement between Borrower and Lender, bring any action at law or in equity or both to compel Guarantor to perform its obligations hereunder, and collect in any such action compensation for all loss, cost, damage, injury and expense sustained or incurred by Lender as a direct or indirect consequence of the failure of Guarantor to perform its obligations hereunder, together with interest thereon at the rate of interest applicable to the principal balance of the Note.

4. RIGHTS OF LENDER. Guarantor authorizes Lender, without giving notice to Guarantor or obtaining Guarantor’s consent and without affecting the liability of Guarantor, from time to time to: (a) approve modifications to the Plans and Specifications so long as such modifications do not materially increase the cost of constructing the Construction Improvements nor materially increase the time necessary to complete the Construction Improvements; (b) change the terms or conditions of disbursement of the Loan so long as such changes do not materially interfere with Borrower’s ability to construct the Construction Improvements as and when required under the Loan Agreement; (c) renew, modify or extend all or any portion of Borrower’s obligations under the Note or any of the other Loan Documents and any obligations under or in connection with any Swap Agreement between Borrower and Lender; (d) declare all sums owing to Lender under the Note or any of the other Loan Documents and any obligations under or in connection with any Swap Agreement between Borrower and Lender, due and payable upon the occurrence of a Default under the Loan Documents or an Event of Default as defined in any Swap Agreement between Borrower and Lender; (e) make non-material changes in the dates specified for payments of any sums payable in periodic installments under the Note or any of the other Loan Documents; (f) otherwise modify the terms of any of the Loan Documents or any Swap Agreement between Borrower and Lender, except for: (i) increases in the principal amount of the Note or changes in the manner by which interest rates, fees or charges are calculated under the Note and the other Loan Documents (Guarantor acknowledges that if the Note or the other Loan Documents so provide, said interest rates, fees and charges may vary from time to time) or (ii) advancement of the Maturity Date (as defined in the Note) of the Note where no Default has occurred under the Loan Documents; (g) take and hold security for the performance of Borrower’s obligations under the Note or the other Loan Documents and any obligations under or in connection with any Swap Agreement between Borrower and Lender, and exchange, enforce, waive, subordinate and release any such security in whole or part; (h) apply such security and direct the order or manner of sale thereof as Lender in its discretion may determine; (i) release, substitute or add any one or more endorsers of the Note or guarantors of Borrower’s obligations under the Note or the other Loan Documents or any obligations under or in connection with any Swap Agreement between Borrower and Lender; (j) apply payments received by Lender from Borrower to any obligations of Borrower to Lender, in such order as Lender shall determine in its sole discretion, whether or not any such obligations are covered by this Guaranty; and (k) assign this Guaranty in whole or in part (as long as the interests in the other Loan Documents are also assigned to the same assignee subject to the terms of the Loan Agreement); and (l) assign, transfer or negotiate all or any part of the indebtedness guaranteed by this Guaranty subject to the terms of the Loan Agreement.

- 2 -

5. GUARANTOR’S WAIVERS. Guarantor waives any and all rights and defenses based upon or arising out of (a) any legal disability or other defense of Borrower, any other guarantor or other person, or by reason of the cessation or limitation of the liability of Borrower from any cause other than full payment of all sums payable under the Loan Documents and satisfaction of all obligations under or in connection with any Swap Agreement between Borrower and Lender, (b) any lack of authority of the officers, directors, partners, managers, members or agents acting or purporting to act on behalf of Borrower, Guarantor or any principal of Borrower or Guarantor, any defect in the formation of Borrower, Guarantor or any principal of Borrower or Guarantor; (c) the application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrower to Lender or intended or understood by Lender or Guarantor; (d) any act or omission by Lender which directly or indirectly results in, or contributes to, the release of Borrower or any other person or any collateral for any obligation to Lender in connection with the Loan (other than as a result of a repayment in full of all of the obligations of Borrower under the Loan); (e) the unenforceability or invalidity of any collateral assignment or guaranty with respect to any obligation to Lender in connection with the Loan, or the lack of perfection or continuing perfection or lack of priority of any lien which secures any obligation to Lender in connection with the Loan; (f) any failure of Lender to marshal assets in favor of Guarantor or any other person; (g) any modification of any obligation to Lender in connection with the Loan, including, without limitation, any renewal, extension, acceleration or increase in interest rate; (h) an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure, if available and/or permitted, with respect to security for a guaranteed obligation, has or may have destroyed Guarantor’s rights of subrogation, reimbursement and contribution against the principal by the operation of applicable law or otherwise; (i) Lender’s failure to disclose to Guarantor any information concerning Borrower’s financial condition or any other circumstances bearing on Borrower’s ability to pay and perform its obligations under the Note or any of the other Loan Documents and any obligations under or in connection with any Swap Agreement between Borrower and Lender, or upon the failure of any other principals of Borrower to guaranty the Loan or any obligations under or in connection with any Swap Agreement between Borrower and Lender; (j) any statute or rule of law which provides that the obligation of a surety or guarantor must be neither larger in amount nor in any other respects more burdensome than that of a principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (k) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; (l) Lender’s election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (m) any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (n) any right of subrogation, any right to enforce any remedy which Lender may have against Borrower and any right to participate in, or benefit from, any security for the Note or the other Loan Documents or any obligations under or in connection with any Swap Agreement between Borrower and Lender now or hereafter held by Lender; (o) presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and other notices of any kind (except for notices to Borrower, as required in the Loan Documents); (p) any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof; (q) any right to require Lender to institute suit or exhaust remedies against Borrower or others liable for any of such indebtedness, to enforce Lender’s rights against any collateral which shall have been given to secure the Loan, to enforce Lender’s rights against any other guarantors of such indebtedness, to join Borrower or any others liable on such indebtedness in any action seeking to enforce this Guaranty, to resort to any other means of obtaining payment of such indebtedness; (r) notices of disbursement of Loan proceeds, acceptance hereof, proof of non-payment, default under any of the Loan Documents, notices and demands of any kind; (s) the invalidity, illegality or unenforceability of all or any portion of the indebtedness guaranteed hereby or any of the Loan Documents for any reason whatsoever, including that interest on such indebtedness violates applicable usury laws, that Borrower or others liable for all or a portion thereof have valid defenses, claims or offsets to all or a portion of such indebtedness, or that the

- 3 -

Note or other Loan Documents have been forged or otherwise are irregular or not genuine or authentic (it being agreed that Guarantor shall remain liable under this Guaranty regardless of whether Borrower or any other person shall be found not liable for repayment of all or a portion of such indebtedness); (t) use of cash collateral under Section 363 of the United States Bankruptcy Code; or (u) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person. Guarantor further specifically waives any and all rights and defenses that Guarantor may have because Borrower’s debt is secured by real property; this means, among other things, that: (1) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower; (2) if Lender forecloses on any real property collateral pledged by Borrower, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower’s debt is secured by real property. These rights and defenses being waived by Guarantor include, but are not limited to, any rights or defenses based upon deficiency limitation or anti-deficiency, redemption or other similar rights. Without limiting the generality of the foregoing or any other provision hereof, Guarantor further expressly waives to the extent permitted by law any and all rights and defenses, including without limitation, any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Guarantor under applicable law. To the extent permitted under applicable law, Guarantor agrees that the payment or performance of any act which tolls any statute of limitations applicable to the Note or any of the other Loan Documents shall similarly operate to toll the statute of limitations applicable to Guarantor’s liability hereunder. This understanding and waiver is made in addition to and not in limitation of any of the other terms and conditions of this Guaranty.

6. GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants and acknowledges to Lender that: (a) Lender would not make the Loan nor enter into any Swap Agreement with the Borrower but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, any Swap Agreement between Borrower and Lender, Plans and Specifications and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents and any Swap Agreement with Lender, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder, and Lender has made no representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor heretofore or hereafter delivered to Lender (i) are or will be materially complete and correct, (ii) present fairly and accurately the financial condition of Guarantor as of the respective dates thereof, and (iii) are or will be prepared in accordance with the same accounting standards used by Guarantor to prepare the financial statements delivered to and approved by Lender in connection with the making of the Loan, or other accounting standards approved by Lender, and since the date of such financial statements, there has been no material adverse change in such financial condition of Guarantor, nor has any asset or property reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered which would have a Material Adverse Effect except as previously disclosed in writing by Guarantor to Lender; (f) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business and subject to Permitted Transfers; (g) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent”, as that term is defined in Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay Guarantor’s debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of Guarantor’s assets; and (h) the calculation of liabilities in any

- 4 -

such financial statements do NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities, and therefore, the amount of liabilities is the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.

7. COVENANTS.

7.1 Advisory Agreement. Guarantor shall not make any changes (other than immaterial or ministerial changes) without Lender consent (such consent not to be unreasonably withheld, conditioned or delayed) to the Management Services Agreement dated November 4, 2015, among Guarantor, DC Industrial Liquidating Trust and DCG Liquidating Advisor LLC (the “Advisory Agreement”); provided, however, that any renewal of the Advisory Agreement made in conformance with the terms and conditions of the Advisory Agreement is hereby deemed approved by Lender. Any and all amounts payable pursuant to such agreement shall be subordinate to the Loan; provided, however, that so long as no Default exists, Borrower may pay the amounts due and payable in accordance with the Advisory Agreement approved by Lender. Any amounts accruing under the Advisory Agreement and not paid as the result of the existence of a Default shall accrue and may be payable upon Lender’s written confirmation acting reasonably that such Default has been waived or cured. Guarantor shall cause DCG Liquidating Advisor LLC to enter into a subordination agreement in form and substance reasonably acceptable to Lender.

7.2 Other Covenants. To the extent Borrower is obligated to cause Guarantor to comply with certain covenants under the Loan Agreement or any of the other Loan Documents, Guarantor shall so comply with such covenants, including, without limitation, the restrictions on transfer set forth in Sections 9.18 and 9.19 of the Loan Agreement.

8. FINANCIAL STATEMENTS.

8.1 Guarantor Financial Statements.

Guarantor shall make available to Lender, as soon as available, but in no event later than ninety (90) days after Guarantor’s fiscal year end, financial statements acceptable in form to Lender, including a statement of net assets and changes in net assets per the Liquidation Basis of Accounting (GAAP) consistently applied, together with supporting property and mortgage debt schedules, for Guarantor.

8.2 Tax Returns. If requested by Lender, Guarantor shall deliver to Lender as soon as available, but no later than October 31st of each year, complete copies of federal and state tax returns for Guarantor together with all applicable schedules thereto, each of which shall be signed and certified by an authorized officer of the Guarantor to be true and complete copies of such returns.

8.3 Other Information. From time to time, upon Lender’s delivery to Guarantor of at least ten (10) days prior written notice, such other information with regard to Guarantor as Lender may reasonably request in writing.

8.4 Form; Warranty. Guarantor agrees that all financial statements to be delivered to Lender pursuant to this Section shall: (a) be complete and correct in all material

- 5 -

respects; (b) present fairly the financial condition of the Guarantor; (c) disclose all liabilities that are required to be reflected or reserved against; and (d) unless otherwise set forth above, be prepared in accordance with the Liquidation Basis Accounting (GAAP) consistently applied.

9. SUBORDINATION. Guarantor subordinates all present and future indebtedness owing by Borrower or, following the occurrence of a Default, by any other guarantor under any guaranty or indemnity of the Loan or an Event of Default under, and defined in, any Swap Agreement between Borrower and Lender, to Guarantor to the obligations at any time owing by Borrower to Lender under the Note and the other Loan Documents or under or in connection with any Swap Agreement between Borrower and Lender. Guarantor agrees to make no claim for such indebtedness until all obligations of Borrower under the Note and the other Loan Documents and under or in connection with any Swap Agreement between Borrower and Lender have been fully discharged. Guarantor agrees that it will not take any action or initiate any proceedings, judicial or otherwise, to enforce Guarantor’s rights or remedies with respect to any such indebtedness, including without limitation any action to enforce remedies with respect to any defaults under such indebtedness or to any collateral securing such indebtedness or to obtain any judgment or prejudgment remedy against Borrower or any such collateral until all obligations of Borrower under the Note and the other Loan Documents and under or in connection with any Swap Agreement between Borrower and Lender have been fully discharged. Guarantor also agrees that until all obligations of Borrower under the Note and the other Loan Documents and under or in connection with any Swap Agreement between Borrower and Lender have been fully discharged, it will not commence or join with any other creditor or creditors of Borrower in commencing any bankruptcy, reorganization or insolvency proceedings against Borrower. Guarantor further agrees not to assign all or any part of such indebtedness unless Lender is given prior notice and such assignment is expressly made subject to the terms of this Guaranty.

10. BANKRUPTCY OF BORROWER. In any bankruptcy or other proceeding in which the filing of claims is required by law, Guarantor shall file all claims which Guarantor may have against Borrower relating to any indebtedness of Borrower to Guarantor and shall assign to Lender all rights of Guarantor thereunder. If Guarantor does not file any such claim, Lender, as attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor or, in Lender’s discretion, to assign the claim to a nominee and to cause proof of claim to be filed in the name of Lender’s nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. Lender or Lender’s nominee shall have the right, in its reasonable discretion, to accept or reject any plan proposed in such proceeding and to take any other action which a party filing a claim is entitled to do. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Lender the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor hereby assigns to Lender all of Guarantor’s rights to any such payments or distributions; provided, however, Guarantor’s obligations hereunder shall not be satisfied except to the extent that Lender receives cash by reason of any such payment or distribution. If Lender receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, the obligations of Guarantor hereunder shall continue and shall remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from Lender as a preference, fraudulent transfer or otherwise under the Bankruptcy Code or other similar laws, irrespective of (a) any notice of revocation given by Guarantor prior to such avoidance or recovery, or (b) full payment and performance of all of the indebtedness and obligations evidenced and secured by the Loan Documents and under or in connection with any Swap Agreement between Borrower and Lender.

11. ADDITIONAL, INDEPENDENT AND UNSECURED OBLIGATIONS. This Guaranty is a continuing guaranty of payment and not of collection and cannot be revoked by Guarantor and shall continue to be effective with respect to any indebtedness referenced in Section 1 hereof arising or created after any attempted revocation hereof or after the death of Guarantor (if

- 6 -

Guarantor is a natural person, in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs). The obligations of Guarantor hereunder shall be in addition to and shall not limit or in any way affect the obligations of Guarantor under any other existing or future guaranties unless said other guaranties are expressly modified or revoked in writing. This Guaranty is independent of the obligations of Borrower under the Note, the other Loan Documents and under or in connection with any Swap Agreement between Borrower and Lender, and the Security Instrument. Lender may bring a separate action to enforce the provisions hereof against Guarantor without taking action against Borrower or any other party or joining Borrower or any other party as a party to such action. Except as otherwise provided in this Guaranty, this Guaranty is not secured and shall not be deemed to be secured by any security instrument unless such security instrument expressly recites that it secures this Guaranty.

12. CREDIT REPORTS. Each legal entity and individual obligated on this Guaranty hereby authorizes Lender to order and obtain, from a credit reporting agency of Lender’s choice, a third party credit report on such legal entity and individual; provided, however, Lender shall keep such credit reports confidential.

13. ENFORCEABILITY. Guarantor hereby acknowledges that: (a) the obligations undertaken by Guarantor in this Guaranty are complex in nature, and (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Lender’s consideration for entering into this transaction and any Swap Agreement between Borrower and Lender, Lender has specifically bargained for the waiver and relinquishment by Guarantor of all such defenses, and (d) Guarantor has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, Guarantor does hereby represent and confirm to Lender that Guarantor is fully informed regarding, and that Guarantor does thoroughly understand: (i) the nature of all such possible defenses, and (ii) the circumstances under which such defenses may arise, and (iii) the benefits which such defenses might confer upon Guarantor, and (iv) the legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this Guaranty with the intent that this Guaranty and all of the informed waivers herein shall each and all be fully enforceable by Lender, and that Lender is induced to enter into this transaction in material reliance upon the presumed full enforceability thereof.

14. MISCELLANEOUS.

14.1 Notices. All notices, demands, or other communications under this Guaranty and the other Loan Documents shall be in writing and shall be delivered to the appropriate party at the address set forth below (subject to change from time to time by written notice to all other parties to this Guaranty). All notices, demands or other communications shall be considered as properly given if delivered personally or sent by first class United States Postal Service mail, postage prepaid, or by Overnight Express Mail or by overnight commercial courier service, charges prepaid, except that notice of Default may be sent by certified mail, return receipt requested, charges prepaid. Notices so sent shall be effective three (3) Business Days after mailing, if mailed by first class mail, and otherwise upon delivery or refusal; provided, however, that non receipt of any communication as the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. For purposes of notice, the address of the parties shall be:

Guarantor: DC Liquidating Assets Holdco LLC c/o Dividend Capital 518 17th Street, 17th Floor Denver, Colorado 80202 Attn: Lainie Minnick, Senior Vice President

- 7 -

With a copy to:	DC Liquidating Assets Holdco LLC c/o Dividend Capital 518 17th Street, 17th Floor Denver, Colorado 80202 Attn: Joshua J. Widoff, General Counsel
Lender:	Wells Fargo Bank, National Association Commercial Real Estate/ REIT Finance Group (AU#2754) 10 S. Wacker Drive, 32nd Floor Chicago, Illinois 60606 Attn: Craig V. Koshkarian, Vice President Loan No. 1015003
With a copy to:	Wells Fargo Bank, National Association Commercial Real Estate/ REIT Finance Group (AU#2754) 1800 Century Park East, Suite 1200 Los Angeles, California 90067 Attn: Ryan S. Gawel, Vice President Loan No. 1015003
and to:	Wells Fargo Bank, National Association Loan Center 608 2nd Ave S Minneapolis, Minnesota 55402 Attn: Breanna Schmid, Loan Servicing Specialist Loan No. 1015003

Any party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days’ notice to the other party in the manner set forth hereinabove. Guarantor shall forward to Lender, without delay, any notices, letters or other communications delivered to Guarantor naming Lender or the “Construction Lender” or any similar designation as addressee which would reasonably be expected to adversely affect the construction of the Construction Improvements or the ability of Guarantor to perform its obligations to Lender under the Loan Documents.

14.2 Attorneys’ Fees and Expenses; Enforcement. If any attorney is engaged by Lender to enforce or defend any provision of this Guaranty, any of the other Loan Documents or Other Related Documents, or as a consequence of any Default under the Loan Documents, or an Event of Default under or in connection with, and as defined in, any Swap Agreement between Borrower and Lender, with or without the filing of any legal action or proceeding, and including, without limitation, any fees and expenses incurred in any bankruptcy proceeding or in connection with any appeal of a lower court decision, then Guarantor shall immediately pay to Lender, upon demand, the amount of all reasonable attorneys’ fees and expenses and all costs incurred in connection therewith, including all trial and appellate proceedings in any legal action, suit, bankruptcy or other proceeding, together with interest thereon from the date of such demand until paid at the rate of interest applicable to the principal balance of the Note as specified therein. In the event of any legal proceedings, court costs and attorneys’ fees shall be set by the court and not by jury and shall be included in any judgment obtained by Lender.

14.3 No Waiver. No previous waiver and no failure or delay by Lender in acting with respect to the terms of the Note or this Guaranty shall constitute a waiver of any breach, default,

- 8 -

or failure of condition under the Note or this Guaranty or the obligations secured thereby. A waiver of any term of the Note or this Guaranty or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver.

14.4 Loan Sales and Participation; Disclosure of Information. Lender may sell or assign all or any portion (not less than $5,000,000) of its rights and obligations under the Loan with Borrower’s prior written approval (such approval not to be unreasonably withheld or delayed); provided, that, (i) during the existence of a Default, Lender shall not be required to sell or assign any minimum amount or obtain Borrower’s approval, and (ii) such approval shall be deemed granted if Borrower fails to approve or disapprove such sale or assignment within 10 Business Days following Lender’s request therefor. Lender, may, at any time and in its sole expense, grant participations in the Loan. If Lender assigns or participates any portion (but not all) of its interest in the Loan, Lender shall become and remain the sole administrative agent under the Loan, and shall be Borrower’s sole point of contact with respect to the Loan. Lender may freely grant participations of all or any portion of the Loan.

Anything in this Guaranty to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Guaranty, including this Section, any lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release such lender from its obligations thereunder.

14.5 Waiver of Right to Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE STATE LAW, EACH PARTY TO THIS GUARANTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY PARTY TO THIS GUARANTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY. THIS PROVISION IS A MATERIAL INDUCEMENT OF LENDER TO MAKE THE LOAN TO BORROWER.

14.6 Severability. If any provision or obligation under this Guaranty shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from this Guaranty and the validity, legality and enforceability of the remaining provisions or obligations shall remain in full force as though the invalid, illegal, or unenforceable provision had never been a part of this Guaranty.

14.7 Heirs, Successors and Assigns. Except as otherwise expressly provided under the terms and conditions herein, the terms of this Guaranty shall bind and inure to the benefit of the heirs, executors, administrators, nominees, successors and assigns of the parties hereto.

- 9 -

14.8 Time. Time is of the essence of each and every term herein.

14.9 Governing Law And Consent To Jurisdiction. This Guaranty and any claim, controversy or dispute arising under or related to this Guaranty, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by, and construed and enforced in accordance with, the laws of New York without regard to any conflicts of law principles, except to the extent preempted by federal laws. Guarantor and all persons and entities in any manner obligated to Lender under the Loan Documents consent to the jurisdiction of any federal or state court within the State of New York having proper venue and also consent to service of process by any means authorized by New York or federal law.

14.10 Survival. This Guaranty shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the exercise of any remedy by Lender under the Security Instrument or any of the other Loan Documents, including without limitation any foreclosure or deed in lieu thereof.

14.11 Joint and Several Liability. THE LIABILITY OF THE GUARANTOR HEREUNDER SHALL BE JOINT AND SEVERAL WITH THE BORROWER AND ALL OTHER GUARANTORS OF BORROWER’S OBLIGATIONS UNDER THE NOTE AND LOAN DOCUMENTS AND ANY OBLIGATIONS UNDER OR IN CONNECTION WITH ANY SWAP AGREEMENT BETWEEN BORROWER AND LENDER.

14.12 Headings. All article, section or other headings appearing in this Guaranty are for convenience of reference only and shall be disregarded in construing this Guaranty.

14.13 Powers Of Attorney. The powers of attorney granted by Guarantor to Lender in this Guaranty shall (i) not be exercised by Lender unless and until there is a Default under the Loan that has occurred and is continuing, and (ii) be unaffected by the disability of the principal so long as any portion of the Loan remains unpaid or unperformed or any obligations under or in connection with any Swap Agreement between Borrower and Lender remain unpaid or unperformed. Lender shall have no obligation to exercise any of the foregoing rights and powers in any event. Guarantor acknowledges that this power of attorney forms a part of a contract (this Guaranty) and is security for money or for the performance of a valuable act. Lender hereby discloses that it may exercise the foregoing power of attorney for Lender’s benefit, and such authority need not be exercised for Guarantor’s best interest.

14.14 Defined Terms. Unless otherwise defined herein, capitalized terms used in this Guaranty shall have the meanings attributed to such terms in the Loan Agreement.

14.15 Rules Of Construction. The word “Borrower” as used herein shall include both the named Borrower and any other person at any time assuming or otherwise becoming primarily liable for all or any part of the obligations of the named Borrower under the Note and the other Loan Documents. The term “person” as used herein shall include any individual, company, trust or other legal entity of any kind whatsoever. If this Guaranty is executed by more than one person, the term “Guarantor” shall include all such persons. The word “Lender” as used herein shall include Lender, its successors, assigns and affiliates.

14.16 Use Of Singular And Plural; Gender. When the identity of the parties or other circumstances make it appropriate, the singular number includes the plural, and the masculine gender includes the feminine and/or neuter.

- 10 -

14.17 Exhibits, Schedules And Riders. All exhibits, schedules, riders and other items attached hereto are incorporated into this Guaranty by such attachment for all purposes.

14.18 Community Property. If Guarantor is a natural person, this Guaranty shall be binding against Guarantor’s sole and separate property and the property now or hereafter owned by the marital community property of Guarantor.

14.19 Integration; Interpretation. This Guaranty contains the entire agreement of the parties with respect to the matters contemplated hereby and supersedes all prior negotiations or agreements, written or oral. This Guaranty shall not be modified except by written instrument executed by all parties.

[The remainder of this page intentionally left blank.]

- 11 -

Loan No. 1015003

IN WITNESS WHEREOF, Guarantor has duly executed and delivered this Guaranty as of the date appearing on the first page of this Guaranty.

“GUARANTOR”
DC LIQUIDATING ASSETS HOLDCO LLC, a Delaware limited liability company
By:	DC Industrial Liquidating Trust, a Maryland statutory trust, its managing member
	By:	/s/ Lainie P. Minnick
	Name:	Lainie P. Minnick
	Title:	Senior Vice President, Finance and Treasurer

SCHEDULE 1 - REAL PROPERTY SECURITY INSTRUMENTS

(a) Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Redlands DC LP, a Delaware limited partnership, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of San Bernardino County, California;

(b) Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Cajon DC LP, a Delaware limited partnership, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of San Bernardino County, California;

(c) Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Miami DC III LLC, a Delaware limited liability company, and Miami DC III Land LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Miami-Dade County, Florida;

(d) Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Miami DC IV LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Miami-Dade County, Florida;

(e) Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Tamarac Commerce Center DC II LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Broward County, Florida;

(f) Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Tamarac Commerce Center DC III LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Broward County, Florida;

(g) Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Lehigh Valley Crossing DC I LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Lehigh County, Pennsylvania;

(h) Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Lehigh Valley Crossing DC I LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Lehigh County, Pennsylvania;

(i) Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Lehigh Valley Crossing DC III LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Lehigh County, Pennsylvania; and

(j) Deed to Secure Debt with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Bluegrass DC II LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Forsyth County, Georgia.

- 13 -

EX-10.9

EXHIBIT 10.9

Loan No. 1015003

COMPLETION GUARANTY AGREEMENT

(Secured Loan)

This COMPLETION GUARANTY AGREEMENT (“Guaranty”) is dated November 4, 2015, by DC LIQUIDATING ASSETS HOLDCO LLC, a Delaware limited liability company (“Guarantor”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (collectively with its successors or assigns, “Lender”).

R E C I T A L S

A. Pursuant to the terms of that certain Construction Loan Agreement by and between Lehigh Valley Crossing DC II LLC, a Delaware limited liability company (“LV II Borrower”), Bluegrass DC II LLC, a Delaware limited liability company (“Bluegrass Borrower”), and the other borrowers party thereto, each a Delaware limited liability company or limited partnership, as applicable (individually or collectively, as the context may require, “Borrower”) and Lender dated as of even date herewith, as the same may be amended, modified, supplemented or replaced from time to time, “Loan Agreement”), Lender has agreed to loan to Borrower the principal sum of up to ONE HUNDRED TWENTY MILLION AND NO/100 DOLLARS ($120,000,000.00) (“Loan”) for the purposes specified in the Loan Agreement.

B. The Loan Agreement provides that the Loan is evidenced by that certain Promissory Note dated of even date herewith, executed by Borrower payable to the order of Lender in the principal amount of the Loan (as the same may be amended, modified, supplemented or replaced from time to time, “Note”). The Loan is further evidenced and secured by certain other documents described in the Loan Agreement as Loan Documents.

C. The Note is secured by, among other things, mortgages, deeds to secure debt and deeds of trust identified on Schedule 1 to this Agreement (collectively, as the same may be amended, modified, supplemented or replaced from time to time, “Security Instrument”).

D. The real property which is the subject of the Security Instrument is referred to hereinafter as the “Property”.

E. The Loan Agreement, the Security Instrument, the Note, and those other documents described in the Loan Agreement as Loan Documents, together with all modifications, extensions, renewals and amendments thereto, are collectively referred to hereinafter as the “Loan Documents”. This Guaranty is not one of the Loan Documents.

F. The purpose of the Loan includes, without limitation, the construction on certain of the Property of certain improvements (“Construction Improvements”) described in plans and specifications required by the Loan Agreement (“Plans and Specifications”).

G. Guarantor is the direct or indirect owner of an equity interest in Borrower and will benefit from the Loan to be made by Lender to Borrower.

THEREFORE, to induce Lender to enter into the Loan Agreement and to make the Loan, and in consideration thereof, Guarantor unconditionally, absolutely and irrevocably guarantees and agrees as follows:

1. GUARANTY.

1.1 Completion Guaranty. Guarantor hereby unconditionally, absolutely and irrevocably guarantees the performance by LV II Borrower and Bluegrass Borrower of all the terms and provisions of the Loan Agreement pertaining to such Borrower’s respective obligations with respect to the construction of the Construction Improvements in accordance with the Plans and Specifications. Without limiting the generality of the foregoing, Guarantor guarantees that: (i) construction of the Construction Improvements shall commence and be completed within the time limits set forth in the Loan Agreement, as renewed, extended or modified from time to time; (ii) the Construction Improvements shall be constructed and completed in accordance with the Plans and Specifications and Tenant Improvements shall be

1

constructed in accordance with Approved Leases executed pursuant to the provisions of the Loan Documents, without substantial deviation therefrom unless approved by Lender in writing; (iii) the Construction Improvements shall be constructed and completed free and clear of any mechanic’s liens, materialman’s liens and equitable liens; (iv) all costs of constructing the Construction Improvements shall be paid when due; and (v) the Loan proceeds shall remain available for disbursement and shall be disbursed to Guarantor in accordance with the Loan Budget and other terms of the Loan Agreement, as Guarantor completes or causes to complete the construction of the Construction Improvements free and clear of any mechanics lien affidavits or claims or retention notices.

2. LIEN FREE COMPLETION. Completion of the Construction Improvements free and clear of liens shall be deemed to have occurred upon Completion (as defined in the Loan Agreement).

3. OBLIGATIONS OF GUARANTOR UPON DEFAULT BY BORROWER. If the Construction Improvements are not commenced and completed in the manner and within the time required by the Loan Agreement (after any applicable notices and lapse of any applicable cure period), or if, prior to the expiration of the time limits for said completion set forth in the Loan Agreement, construction of the Construction Improvements should cease or be halted prior to completion and such cessation or halt constitutes a Default (as defined in the Loan Agreement) (after any applicable notices and lapse of any applicable cure period), Guarantor shall, promptly upon demand of Lender: (a) diligently proceed to complete construction of the Construction Improvements at Guarantor’s sole cost and expense; (b) fully pay and discharge all claims for labor performed and material (including specially fabricated materials) and services furnished in connection with the construction of the Construction Improvements; (c) release and discharge all mechanic’s liens, materialman’s liens and equitable liens or related claims, affidavits or notices that may arise in connection with the construction of the Construction Improvements; and (d) pay to Lender the amount of any loss or damage incurred by Lender as a result of any delay in the completion of construction of the Construction Improvements beyond the time specified in the Loan Agreement for such completion, which amount shall include, but not be limited to (i) interest on the principal amount outstanding under the Loan for any period of such delay which precedes the transfer of title to the Property to Lender; and (ii) the reasonable rental value of the completed Construction Improvements during any period of the delay in completion that Lender is the owner of the Property. Without in any way limiting the above obligations of Guarantor, Lender shall make the undisbursed Loan funds available to Guarantor (pursuant to the terms and conditions of the Loan Agreement) for the purposes of completing the Construction Improvements and fulfilling Guarantor’s other obligations under this Guaranty; provided, however, that the obligation of Lender to make such undisbursed Loan funds available to Guarantor is expressly conditioned upon: (x) there being no continuing default beyond any applicable notice and cure periods by Guarantor under this Guaranty; and (y) the applicable Borrower (and/or Guarantor) having provided to Lender all Borrower’s Funds required by the terms and conditions of the Loan Agreement.

4. REMEDIES. If Guarantor fails to promptly perform its obligations under this Guaranty, Lender shall have the following remedies:

4.1 At Lender’s option, and without any obligation to do so, to proceed to perform on behalf of Guarantor any or all of Guarantor’s obligations hereunder and Guarantor shall, upon demand and whether or not construction is actually completed by Lender, pay to Lender all sums expended by Lender in performing Guarantor’s obligations hereunder (but not any costs which represent any upgrade to the Plans and Specifications made by Lender in such completion of construction) together with interest thereon at the highest rate specified in the Note; and

4.2 From time to time, and without first requiring performance by Borrower or any other guarantor or without exhausting any or all security (if any) for the Loan or any Swap Agreement between Borrower and Lender, bring any action at law or in equity or both to compel Guarantor to perform its obligations hereunder, and to collect in any such action compensation for all loss, cost, damage, injury and expense sustained or incurred by Lender as a direct or indirect consequence of the failure of Guarantor to perform its obligations hereunder, together with interest thereon at the rate of interest applicable to the principal balance of the Note.

2

5. RIGHTS OF LENDER. Guarantor authorizes Lender, without giving notice to Guarantor or obtaining Guarantor’s consent and without affecting the liability of Guarantor, from time to time to: (a) approve modifications to the Plans and Specifications so long as such modifications do not materially increase the cost of constructing the Construction Improvements nor materially increase the time necessary to complete the Construction Improvements; (b) change the terms or conditions of disbursement of the Loan so long as such changes do not materially interfere with Borrower’s ability to construct the Construction Improvements as and when required under the Loan Agreement; (c) renew, modify or extend all or any portion of Borrower’s obligations under the Note or any of the other Loan Documents and any obligations under or in connection with any Swap Agreement between Borrower and Lender; (d) declare all sums owing to Lender under the Note or any of the other Loan Documents and any obligations under or in connection with any Swap Agreement between Borrower and Lender due and payable upon the occurrence of a Default under the Loan Documents or an Event of Default as defined in any Swap Agreement between Borrower and Lender; (e) make non-material changes in the dates specified for payments of any sums payable in periodic installments under the Note or any of the other Loan Documents; (f) otherwise modify the terms of any of the Loan Documents or any Swap Agreement between Borrower and Lender, except for: (i) increases in the principal amount of the Note or changes in the manner by which interest rates, fees or charges are calculated under the Note and the other Loan Documents (Guarantor acknowledges that if the Note or the other Loan Documents so provide, said interest rates, fees and charges may vary from time to time) or (ii) advancement of the Maturity Date (as defined in the Note) of the Note where no Default has occurred under the Loan Document; (g) take and hold security for the performance of Borrower’s obligations under Note or the other Loan Documents and any obligations under or in connection with any Swap Agreement between Borrower and Lender and exchange, enforce, waive, subordinate and release any such security in whole or part; (h) apply such security and direct the order or manner of sale thereof as Lender in its discretion may determine; (i) release, substitute or add any one or more endorsers of the Note or guarantors of Borrower’s obligations under the Note or the other Loan Documents or any obligations under or in connection with any Swap Agreement between Borrower and Lender; (j) apply payments received by Lender from Borrower to any obligations of Borrower to Lender, in such order as Lender shall determine in its sole discretion, whether or not any such obligations are covered by this Guaranty; (k) assign this Guaranty in whole or in part (as long as the interests in the other Loan Documents are also assigned to the same assignee subject to the terms of the Loan Agreement); and (l) assign, transfer or negotiate all or any part of the indebtedness guaranteed by this Guaranty subject to the terms of the Loan Agreement.

6. GUARANTOR’S WAIVERS. Guarantor waives any and all rights and defenses based upon or arising out of (a) any legal disability or other defense of Borrower, any other guarantor or other person or by reason of the cessation or limitation of the liability of Borrower from any cause other than full payment of all sums payable under the Loan Documents, performance of those obligations of Borrower which are guaranteed hereunder and satisfaction of all obligations under or in connection with any Swap Agreement between Borrower and Lender; (b) any lack of authority of the officers, directors, partners, managers, members or agents acting or purporting to act on behalf of Borrower, Guarantor or any principal of Borrower or Guarantor, any defect in the formation of Borrower, Guarantor or any principal of Borrower or Guarantor; (c) the application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrower to Lender or intended or understood by Lender or Guarantor; (d) any act or omission by Lender which directly or indirectly results in, or contributes to, the release of Borrower or any other person or any collateral for any obligation to Lender in connection with the Loan (other than as a result of a repayment in full of the obligations of Borrower under the Loan); (e) the unenforceability or invalidity of any collateral assignment or guaranty with respect to any obligation to Lender in connection with the Loan, or the lack of perfection or continuing perfection or lack of priority of any lien which secures any obligation to Lender in connection with the Loan; (f) any failure of Lender to marshal assets in favor of Guarantor or any other person; (g) any modification of any obligation to Lender in connection with the Loan, including, without limitation, any renewal, extension, acceleration or increase in interest rate; (h) an election of remedies by Lender, even though that election of remedies (such as a non-judicial foreclosure, if available and/or permitted, with respect to security for a guaranteed obligation) has or may have destroyed Guarantor’s rights of subrogation, reimbursement and contribution against the principal by the operation of applicable law or otherwise; (i) Lender’s failure to disclose to Guarantor any information concerning Borrower’s financial condition or any other circumstances bearing on Borrower’s ability to pay and perform its obligations under the Note or any of the other Loan Documents and any obligations under or in connection with any Swap Agreement between Borrower and Lender, or upon the failure of any other principals of Borrower to guaranty the Loan or any obligations under or in connection with any Swap Agreement between Borrower and Lender; (j) any statute or rule of law which provides

3

that the obligation of a surety or guarantor must be neither larger in amount nor in any other respects more burdensome than that of a principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (k) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; (l) Lender’s election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (m) any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (n) any right of subrogation, any right to enforce any remedy which Lender may have against Borrower and any right to participate in, or benefit from, any security for the Note or the other Loan Documents or any obligations under or in connection with any Swap Agreement between Borrower and Lender now or hereafter held by Lender; (o) presentment, demand, protest and notice of any kind (except for notices to Borrower, as required under the Loan Documents); (p) any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof; (q) any right to require Lender to institute suit or exhaust remedies against Borrower or others liable for any of such indebtedness, to enforce Lender’s rights against any collateral which shall have been given to secure the Loan, to enforce Lender’s rights against any other guarantors of such indebtedness, to join Borrower or any others liable on such indebtedness in any action seeking to enforce this Guaranty, to resort to any other means of obtaining payment of such indebtedness; (r) notices of disbursement of Loan proceeds, acceptance hereof, proof of non-payment, default under any of the Loan Documents, notices and demands of any kind; (s) the invalidity, illegality or unenforceability of all or any portion of the indebtedness guaranteed hereby or any of the Loan Documents for any reason whatsoever, including that interest on such indebtedness violates applicable usury laws, that Borrower or others liable for all or a portion thereof have valid defenses, claims or offsets to all or a portion of such indebtedness, or that the Note or other Loan Documents have been forged or otherwise are irregular or not genuine or authentic (it being agreed that Guarantor shall remain liable under this Guaranty regardless of whether Borrower or any other person shall be found not liable for repayment of all or a portion of such indebtedness); (t) use of cash collateral under Section 363 of the United States Bankruptcy Code; or (u) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person. Guarantor further specifically waives any and all rights and defenses that Guarantor may have because Borrower’s debt is secured by real property; this means, among other things, that: (1) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower; (2) if Lender forecloses on any real property collateral pledged by Borrower, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower’s debt is secured by real property. These rights and defenses being waived by Guarantor include, but are not limited to, any rights or defenses based upon deficiency limitation or anti-deficiency, redemption or other similar rights. Without limiting the generality of the foregoing or any other provision hereof, Guarantor further expressly waives to the extent permitted by law any and all rights and defenses, including without limitation, any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Guarantor under applicable law. To the extent permitted under applicable law, Guarantor agrees that the payment or performance of any act which tolls any statute of limitations applicable to the Note or any of the other Loan Documents shall similarly operate to toll the statute of limitations applicable to Guarantor’s liability hereunder. This understanding and waiver is made in addition to and not in limitation of any of the other terms and conditions of this Guaranty.

7. GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants and acknowledges to Lender that: (a) Lender would not make the Loan nor enter into any Swap Agreement with the Borrower but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement, any Swap Agreement between Borrower and Lender, Plans and Specifications and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents and any Swap Agreement with Lender, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder, and Lender has made no representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor heretofore or hereafter delivered to Lender (i) are or will be materially complete and correct, (ii) present fairly and accurately the financial condition of Guarantor as of the

4

respective dates thereof, and (iii) are or will be prepared in accordance with the same accounting standards used by Guarantor to prepare the financial statements delivered to and approved by Lender in connection with the making of the Loan, or other accounting standards approved by Lender, and since the date of such financial statements, there has been no material adverse change in such financial condition of Guarantor, nor has any asset or property reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered which would have a Material Adverse Effect except as previously disclosed in writing by Guarantor to Lender; (f) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business and subject to Permitted Transfers; (g) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent”, as that term is defined in Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay Guarantor’s debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of Guarantor’s assets; and (h) the calculation of liabilities in any such financial statements do NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities; and therefore, the amount of liabilities is the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.

8. SUBORDINATION. Guarantor subordinates all present and future indebtedness owing by Borrower or, following the occurrence of a Default, by any other guarantor under any guaranty or indemnity of the Loan or an Event of Default under, and defined in, any Swap Agreement between Borrower and Lender, to Guarantor to the obligations at any time owing by Borrower to Lender under the Note and the other Loan Documents or under or in connection with any Swap Agreement between Borrower and Lender. Guarantor agrees to make no claim for such indebtedness until all obligations of Borrower under the Note and the other Loan Documents and under or in connection with any Swap Agreement between Borrower and Lender have been fully discharged. Guarantor agrees that it will not take any action or initiate any proceedings, judicial or otherwise, to enforce Guarantor’s rights or remedies with respect to any such indebtedness, including without limitation any action to enforce remedies with respect to any defaults under such indebtedness or to any collateral securing such indebtedness or to obtain any judgment or prejudgment remedy against Borrower or any such collateral until all obligations of Borrower under the Note and the other Loan Documents and under or in connection with any Swap Agreement between Borrower and Lender have been fully discharged. Guarantor also agrees that until all obligations of Borrower under the Note and the other Loan Documents and under or in connection with any Swap Agreement between Borrower and Lender have been fully discharged, it will not commence or join with any other creditor or creditors of Borrower in commencing any bankruptcy, reorganization or insolvency proceedings against Borrower. Guarantor further agrees not to assign all or any part of such indebtedness unless Lender is given prior notice and such assignment is expressly made subject to the terms of this Guaranty.

9. BANKRUPTCY OF BORROWER. In any bankruptcy or other proceeding in which the filing of claims is required by law, Guarantor shall file all claims which Guarantor may have against Borrower relating to any indebtedness of Borrower to Guarantor and shall assign to Lender all rights of Guarantor thereunder. If Guarantor does not file any such claim, Lender, as attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor or, in Lender’s discretion, to assign the claim to a nominee and to cause proof of claim to be filed in the name of Lender’s nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. Lender or Lender’s nominee shall have the right, in its reasonable discretion, to accept or reject any plan proposed in such proceeding and to take any other action which a party filing a claim is entitled to do. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Lender the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor hereby assigns to Lender all of Guarantor’s rights to any such payments or distributions; provided, however, Guarantor’s obligations hereunder shall not be satisfied except to the extent that Lender receives cash by reason of any such payment or distribution. If Lender receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, the obligations of Guarantor hereunder shall continue and shall remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from

5

Lender as a preference, fraudulent transfer or otherwise under the Bankruptcy Code or other similar laws, irrespective of (a) any notice of revocation given by Guarantor prior to such avoidance or recovery, or (b) full payment and performance of all of the indebtedness and obligations evidenced and secured by the Loan Documents and under or in connection with any Swap Agreement between Borrower and Lender.

10. ADDITIONAL, INDEPENDENT AND UNSECURED OBLIGATIONS. This Guaranty is a continuing guaranty of payment and performance and not of collection. This Guaranty cannot be revoked by Guarantor and shall continue to be effective with respect to any indebtedness referenced in Section 1 hereof arising or created after any attempted revocation hereof or after the death of Guarantor (if Guarantor is a natural person, in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs). The obligations of Guarantor hereunder shall be in addition to and shall not limit or in any way affect the obligations of Guarantor under any other existing or future guaranties unless said other guaranties are expressly modified or revoked in writing. This Guaranty is independent of the obligations of Borrower under the Note, the other Loan Documents and under or in connection with any Swap Agreement between Borrower and Lender, and the Security Instrument. Lender may bring a separate action to enforce the provisions hereof against Guarantor without taking action against Borrower or any other party or joining Borrower or any other party as a party to such action. Except as otherwise provided in this Guaranty, this Guaranty is not secured and shall not be deemed to be secured by any security instrument unless such security instrument expressly recites that it secures this Guaranty.

11. CREDIT REPORTS. Each legal entity and individual obligated on this Guaranty hereby authorizes Lender to order and obtain, from a credit reporting agency of Lender’s choice, a third party credit report on such legal entity and individual; provided Lender shall keep such credit reports confidential.

12. ENFORCEABILITY. Guarantor hereby acknowledges that: (a) the obligations undertaken by Guarantor in this Guaranty are complex in nature, and (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Lender’s consideration for entering into this transaction and any Swap Agreement between Borrower and Lender, Lender has specifically bargained for the waiver and relinquishment by Guarantor of all such defenses, and (d) Guarantor has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, Guarantor does hereby represent and confirm to Lender that Guarantor is fully informed regarding, and that Guarantor does thoroughly understand: (i) the nature of all such possible defenses, and (ii) the circumstances under which such defenses may arise, and (iii) the benefits which such defenses might confer upon Guarantor, and (iv) the legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this Guaranty with the intent that this Guaranty and all of the informed waivers herein shall each and all be fully enforceable by Lender, and that Lender is induced to enter into this transaction in material reliance upon the presumed full enforceability thereof.

13. MISCELLANEOUS.

13.1 Notices. All notices, demands, or other communications under this Guaranty and the other Loan Documents shall be in writing and shall be delivered to the appropriate party at the address set forth below (subject to change from time to time by written notice to all other parties to this Guaranty). All notices, demands or other communications shall be considered as properly given if delivered personally or sent by first class United States Postal Service mail, postage prepaid, or by Overnight Express Mail or by overnight commercial courier service, charges prepaid, except that notice of Default may be sent by certified mail, return receipt requested, charges prepaid. Notices so sent shall be effective three (3) Business Days after mailing, if mailed by first class mail, and otherwise upon delivery or refusal; provided, however, that non-receipt of any communication as the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. For purposes of notice, the address of the parties shall be:

Guarantor: DC Liquidating Assets Holdco LLC c/o Dividend Capital 518 17th Street, 17th Floor Denver, Colorado 80202 Attn: Lainie Minnick, Senior Vice President

6

With a copy to:	DC Liquidating Assets Holdco LLC c/o Dividend Capital 518 17th Street, 17th Floor Denver, Colorado 80202 Attn: Joshua J. Widoff, General Counsel
Lender:	Wells Fargo Bank, National Association Commercial Real Estate/ REIT Finance Group (AU#2754) 10 S. Wacker Drive, 32nd Floor Chicago, Illinois 60606 Attn: Craig V. Koshkarian, Vice President Loan No. 1015003
With a copy to:	Wells Fargo Bank, National Association Commercial Real Estate/ REIT Finance Group (AU#2754) 1800 Century Park East, Suite 1200 Los Angeles, California 90067 Attn: Ryan S. Gawel, Vice President Loan No. 1015003
and to:
	Wells Fargo Bank, National Association Loan Center 608 2nd Ave S Minneapolis, Minnesota 55402 Attn: Breanna Schmid, Loan Servicing Specialist Loan No. 1015003

Any party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days’ notice to the other party in the manner set forth hereinabove. Guarantor shall forward to Lender, without delay, any notices, letters or other communications delivered to Guarantor naming Lender or the “Construction Lender” or any similar designation as addressee which would reasonably be expected to adversely affect the construction of the Construction Improvements or the ability of Guarantor to perform its obligations to Lender under the Loan Documents.

13.2 Attorneys’ Fees and Expenses; Enforcement. If any attorney is engaged by Lender to enforce or defend any provision of this Guaranty, any of the other Loan Documents or Other Related Documents, or as a consequence of any Default under the Loan Documents, or an Event of Default under or in connection with, and as defined in, any Swap Agreement between Borrower and Lender, with or without the filing of any legal action or proceeding, and including, without limitation, any fees and expenses incurred in any bankruptcy proceeding or in connection with any appeal of a lower court decision, then Guarantor shall immediately pay to Lender, upon demand, the amount of all attorneys’ fees and expenses and all costs incurred in connection therewith, including all trial and appellate proceedings in any legal action, suit, bankruptcy or other proceeding, together with interest thereon from the date of such demand until paid at the rate of interest applicable to the principal balance of the Note as specified therein. In the event of any legal proceedings, court costs and reasonable attorneys’ fees shall be set by the court and not by jury and shall be included in any judgment obtained by Lender.

13.3 No Waiver. No previous waiver and no failure or delay by Lender in acting with respect to the terms of the Note or this Guaranty shall constitute a waiver of any breach, default, or failure of condition under the

7

Note or this Guaranty or the obligations secured thereby. A waiver of any term of the Note or this Guaranty or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver.

13.4 Loan Sales and Participation; Disclosure of Information. Lender may sell or assign all or any portion (not less than $5,000,000) of its rights and obligations under the Loan with Borrower’s prior written approval (such approval not to be unreasonably withheld or delayed); provided, that, (i) during the existence of a Default, Lender shall not be required to sell or assign any minimum amount or obtain Borrower’s approval, and (ii) such approval shall be deemed granted if Borrower fails to approve or disapprove such sale or assignment within 10 Business Days following Lender’s request therefor. Lender, may, at any time and in its sole expense, grant participations in the Loan. If Lender assigns or participates any portion (but not all) of its interest in the Loan, Lender shall become and remain the sole administrative agent under the Loan, and shall be Borrower’s sole point of contact with respect to the Loan. Lender may freely grant participations of all or any portion of the Loan.

Anything in this Guaranty to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Guaranty, including this Section, any lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release such lender from its obligations thereunder.

13.5 Waiver of Right to Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE STATE LAW, EACH PARTY TO THIS GUARANTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY PARTY TO THIS GUARANTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY. THIS PROVISION IS A MATERIAL INDUCEMENT OF LENDER TO MAKE THE LOAN TO BORROWER.

13.6 Severability. If any provision or obligation under this Guaranty shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from this Guaranty and the validity, legality and enforceability of the remaining provisions or obligations shall remain in full force as though the invalid, illegal, or unenforceable provision had never been a part of this Guaranty.

13.7 Heirs, Successors and Assigns. Except as otherwise expressly provided under the terms and conditions herein, the terms of this Guaranty shall bind and inure to the benefit of the heirs, executors, administrators, nominees, successors and assigns of the parties hereto.

13.8 Time. Time is of the essence of each and every term herein.

13.9 Governing Law And Consent To Jurisdiction. This Guaranty and any claim, controversy or dispute arising under or related to this Guaranty, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by, and construed and enforced in accordance with, the laws of New York without regard to any conflicts of law principles, except to the extent preempted by federal laws. Guarantor and all persons and entities in any manner obligated to Lender under the Loan Documents consent to the jurisdiction of any federal or state court within the State of New York having proper venue and also consent to service of process by any means authorized by New York or federal law.

8

13.10 Survival. This Guaranty shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the exercise of any remedy by Lender under the Security Instrument or any of the other Loan Documents, including without limitation any foreclosure or deed in lieu thereof.

13.11 Joint and Several Liability. THE LIABILITY OF THE GUARANTOR HEREUNDER SHALL BE JOINT AND SEVERAL WITH THE BORROWER AND ALL OTHER GUARANTORS OF BORROWER’S OBLIGATIONS UNDER THE NOTE AND LOAN DOCUMENTS AND ANY OBLIGATIONS UNDER OR IN CONNECTION WITH ANY SWAP AGREEMENT BETWEEN BORROWER AND LENDER.

13.12 Headings. All article, section or other headings appearing in this Guaranty are for convenience of reference only and shall be disregarded in construing this Guaranty.

13.13 Powers Of Attorney. The powers of attorney granted by Guarantor to Lender in this Guaranty shall (i) not be exercised unless and until there is a Default under the Loan that has occurred and is continuing, and (ii) be unaffected by the disability of the principal so long as any portion of the Loan remains unpaid or unperformed or any obligations under or in connection with any Swap Agreement between Borrower and Lender remain unpaid or unperformed. Lender shall have no obligation to exercise any of the foregoing rights and powers in any event. Guarantor acknowledges that this power of attorney forms a part of a contract (this Guaranty) and is security for money or for the performance of a valuable act. Lender hereby discloses that it may exercise the foregoing power of attorney for Lender’s benefit, and such authority need not be exercised for Guarantor’s best interest.

13.14 Defined Terms. Unless otherwise defined herein, capitalized terms used in this Guaranty shall have the meanings attributed to such terms in the Loan Agreement.

13.15 Rules Of Construction. The word “Borrower” as used herein shall include both the named Borrower and any other person at any time assuming or otherwise becoming primarily liable for all or any part of the obligations of the named Borrower under the Note and the other Loan Documents. The term “person” as used herein shall include any individual, company, trust or other legal entity of any kind whatsoever. If this Guaranty is executed by more than one person, the term “Guarantor” shall include all such persons. The word “Lender” as used herein shall include Lender, its successors, assigns and affiliates.

13.16 Use Of Singular And Plural; Gender. When the identity of the parties or other circumstances make it appropriate, the singular number includes the plural, and the masculine gender includes the feminine and/or neuter.

13.17 Exhibits, Schedules And Riders. All exhibits, schedules, riders and other items attached hereto are incorporated into this Guaranty by such attachment for all purposes.

13.18 Community Property. If Guarantor is a natural person, this Guaranty shall be binding against Guarantor’s sole and separate property and the property now or hereafter owned by the marital community property of Guarantor.

13.19 Integration; Interpretation. This Guaranty contains the entire agreement of the parties with respect to the matters contemplated hereby and supersedes all prior negotiations or agreements, written or oral. This Guaranty shall not be modified except by written instrument executed by all parties.

[The remainder of this page intentionally left blank.]

9

IN WITNESS WHEREOF, Guarantor has duly executed and delivered this Guaranty as of the date appearing on the first page of this Guaranty.

“GUARANTOR”
DC LIQUIDATING ASSETS HOLDCO LLC, a Delaware limited liability company
By:	DC Industrial Liquidating Trust, a Maryland statutory trust, its managing member
	By:	/s/ Lainie P. Minnick
	Name:	Lainie P. Minnick
	Title:	Senior Vice President, Finance and Treasurer

Loan No. 1015003

SCHEDULE 1 - REAL PROPERTY SECURITY INSTRUMENTS

(a) Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Redlands DC LP, a Delaware limited partnership, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of San Bernardino County, California;

(b) Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Cajon DC LP, a Delaware limited partnership, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of San Bernardino County, California;

(c) Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Miami DC III LLC, a Delaware limited liability company, and Miami DC III Land LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Miami-Dade County, Florida;

(d) Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Miami DC IV LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Miami-Dade County, Florida;

(e) Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Tamarac Commerce Center DC II LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Broward County, Florida;

(f) Mortgage with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Tamarac Commerce Center DC III LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Broward County, Florida;

(g) Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Lehigh Valley Crossing DC I LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Lehigh County, Pennsylvania;

(h) Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Lehigh Valley Crossing DC I LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Lehigh County, Pennsylvania;

(i) Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Lehigh Valley Crossing DC III LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Lehigh County, Pennsylvania; and

(j) Deed to Secure Debt with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing granted by Bluegrass DC II LLC, a Delaware limited liability company, for the benefit of Lender, dated as of even date herewith, and to be recorded in the records of Forsyth County, Georgia.

Loan No. 1015003