DUKE REALTY CORP (Form: 10-Q, Received: 05/01/2015 11:03:58)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-9044 (Duke Realty Corporation) 0-20625 (Duke Realty Limited Partnership)

DUKE REALTY CORPORATION

DUKE REALTY LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Its Charter)



Indiana (Duke Realty Corporation)		35-1740409 (Duke Realty Corporation)
Indiana (Duke Realty Limited Partnership)		35-1898425 (Duke Realty Limited Partnership)
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)
600 East 96 ^th Street, Suite 100 Indianapolis, Indiana		46240
(Address of Principal Executive Offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code: (317) 808-6000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Duke Realty Corporation	Yes x	No o	Duke Realty Limited Partnership	Yes x	No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



Duke Realty Corporation	Yes x	No o	Duke Realty Limited Partnership	Yes x	No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Duke Realty Corporation:



Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o

Duke Realty Limited Partnership:



Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):



Duke Realty Corporation	Yes o	No x	Duke Realty Limited Partnership	Yes o	No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:



Class		Outstanding Common Shares of Duke Realty Corporation at May 1, 2015
Common Stock, $.01 par value per share		345,048,546

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended March 31, 2015 of both Duke Realty Corporation and Duke Realty Limited Partnership. Unless stated otherwise or the context otherwise requires, references to "Duke Realty Corporation" or the "General Partner" mean Duke Realty Corporation and its consolidated subsidiaries; and references to the "Partnership" mean Duke Realty Limited Partnership and its consolidated subsidiaries. The terms the "Company," "we," "us" and "our" refer to the General Partner and the Partnership, collectively, and those entities owned or controlled by the General Partner and/or the Partnership.

Duke Realty Corporation is a self-administered and self-managed real estate investment trust ("REIT") and is the sole general partner of the Partnership, owning 98.9% of the common partnership interests of the Partnership ("General Partner Units") as of March 31, 2015 . The remaining 1.1% of the common partnership interests ("Limited Partner Units" and, together with the General Partner Units, the "Common Units") are owned by limited partners. As the sole general partner of the Partnership, the General Partner has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Partnership. The General Partner also owns all of the issued and outstanding preferred partnership interests in the Partnership ("Preferred Units"), to the extent the Partnership has issued Preferred Units.

The General Partner and the Partnership are operated as one enterprise. The management of the General Partner consists of the same members as the management of the Partnership. As the sole general partner with control of the Partnership, the General Partner consolidates the Partnership for financial reporting purposes, and the General Partner does not have any significant assets other than its investment in the Partnership. Therefore, the assets and liabilities of the General Partner and the Partnership are substantially the same.

We believe combining the quarterly reports on Form 10-Q of the General Partner and the Partnership into this single report results in the following benefits:


•	enhances investors' understanding of the General Partner and the Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;


•	eliminates duplicative disclosure and provides a more streamlined and readable presentation of information since a substantial portion of the Company's disclosure applies to both the General Partner and the Partnership; and


•	creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

We believe it is important to understand the few differences between the General Partner and the Partnership in the context of how we operate as an interrelated consolidated company. The General Partner's only material asset is its ownership of partnership interests in the Partnership. As a result, the General Partner does not conduct business itself, other than acting as the sole general partner of the Partnership and issuing public equity from time to time. The General Partner does not issue any indebtedness, but does guarantee some of the unsecured debt of the Partnership. The Partnership holds substantially all the assets of the business, directly or indirectly, and holds the ownership interests related to certain of the Company's investments. The Partnership conducts the operations of the business and has no publicly traded equity. Except for net proceeds from equity issuances by the General Partner, which are contributed to the Partnership in exchange for General Partner Units or Preferred Units, the Partnership generates the capital required by the business through its operations, its incurrence of indebtedness and the issuance of Limited Partner Units to third parties.

Noncontrolling interests, shareholders' equity and partners' capital are the main areas of difference between the consolidated financial statements of the General Partner and those of the Partnership. The noncontrolling interests in the Partnership's financial statements include the interests in consolidated investees not wholly owned by the Partnership. The noncontrolling interests in the General Partner's financial statements include the same noncontrolling interests at the Partnership level, as well as the common limited partnership interests in the Partnership, which are accounted for as partners' capital by the Partnership.

In order to highlight the differences between the General Partner and the Partnership, there are separate sections in this report, as applicable, that separately discuss the General Partner and the Partnership, including separate financial statements and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure of the General Partner and the Partnership, this report refers to actions or holdings as being actions or holdings of the collective Company.

DUKE REALTY CORPORATION/DUKE REALTY LIMITED PARTNERSHIP

INDEX




			Page
Part I - Financial Information

Item 1.		Financial Statements

	Duke Realty Corporation:
		Consolidated Balance Sheets - March 31, 2015 (Unaudited) and December 31, 2014	3
		Consolidated Statements of Operations and Comprehensive Income (Unaudited) -Three Months Ended March 31, 2015 and 2014	4
		Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2015 and 2014	5
		Consolidated Statement of Changes in Equity (Unaudited) - Three Months Ended March 31, 2015	6

	Duke Realty Limited Partnership:
		Consolidated Balance Sheets - March 31, 2015 (Unaudited) and December 31, 2014	7
		Consolidated Statements of Operations and Comprehensive Income (Unaudited) -Three Months Ended March 31, 2015 and 2014	8
		Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2015 and 2014	9
		Consolidated Statement of Changes in Equity (Unaudited) - Three Months Ended March 31, 2015	10

	Duke Realty Corporation and Duke Realty Limited Partnership:
		Notes to Consolidated Financial Statements (Unaudited)	11

Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.		Controls and Procedures	43

Part II - Other Information

Item 1.		Legal Proceedings	45
Item 1A.		Risk Factors	45
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.		Defaults Upon Senior Securities	45
Item 4.		Mine Safety Disclosures	45
Item 5.		Other Information	45
Item 6.		Exhibits	46

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except per share amounts)



	March 31, 2015			December 31, 2014
	(Unaudited)
ASSETS
Real estate investments:
Land and improvements	$	1,383,889		$	1,412,867
Buildings and tenant improvements	4,815,764			4,986,390
Construction in progress	194,918			246,062
Investments in and advances to unconsolidated companies	341,911			293,650
Undeveloped land	473,562			499,960
	7,210,044			7,438,929
Accumulated depreciation	(1,176,719		)	(1,235,337		)
Net real estate investments	6,033,325			6,203,592

Real estate investments and other assets held-for-sale	840,018			725,051

Cash and cash equivalents	17,806			17,922
Accounts receivable, net of allowance of $2,772 and $2,742	28,961			26,168
Straight-line rent receivable, net of allowance of $7,578 and $8,405	110,635			109,657
Receivables on construction contracts, including retentions	44,860			36,224
Deferred financing costs, net of accumulated amortization of $32,742 and $38,863	36,427			38,734
Deferred leasing and other costs, net of accumulated amortization of $264,027 and $259,883	374,862			387,635
Escrow deposits and other assets	243,610			209,856
	$	7,730,504		$	7,754,839
LIABILITIES AND EQUITY
Indebtedness:
Secured debt	$	877,751		$	942,478
Unsecured debt	3,113,617			3,364,161
Unsecured line of credit	453,000			106,000
	4,444,368			4,412,639

Liabilities related to real estate investments held-for-sale	65,105			59,092

Construction payables and amounts due subcontractors, including retentions	46,723			69,470
Accrued real estate taxes	70,130			76,308
Accrued interest	34,634			55,110
Other accrued expenses	38,766			62,632
Other liabilities	98,532			95,566
Tenant security deposits and prepaid rents	38,063			44,142
Total liabilities	4,836,321			4,874,959
Shareholders' equity:
Common shares ($.01 par value); 600,000 shares authorized; 345,046 and 344,112 shares issued and outstanding	3,450			3,441
Additional paid-in capital	4,952,319			4,944,800
Accumulated other comprehensive income	2,739			3,026
Distributions in excess of net income	(2,084,810		)	(2,090,942		)
Total shareholders' equity	2,873,698			2,860,325
Noncontrolling interests	20,485			19,555
Total equity	2,894,183			2,879,880
	$	7,730,504		$	7,754,839

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Income

For the three months ended March 31,

(in thousands, except per share amounts)

(Unaudited)



	2015			2014
Revenues:
Rental and related revenue	$	214,615		$	208,646
General contractor and service fee revenue	52,820			55,820
	267,435			264,466
Expenses:
Rental expenses	36,124			42,041
Real estate taxes	30,779			29,203
General contractor and other services expenses	47,023			47,271
Depreciation and amortization	81,903			88,298
	195,829			206,813
Other operating activities:
Equity in earnings of unconsolidated companies	6,246			2,321
Gain on sale of properties	23,484			15,853
Gain on land sales	5,425			152
Other operating expenses	(1,557		)	(2,216		)
General and administrative expenses	(17,004		)	(14,694		)
	16,594			1,416
Operating income	88,200			59,069
Other income (expenses):
Interest and other income, net	338			351
Interest expense	(49,610		)	(49,261		)
Acquisition-related activity	(28		)	(14		)
Income from continuing operations before income taxes	38,900			10,145
Income tax expense	(1,484		)	(2,674		)
Income from continuing operations	37,416			7,471
Discontinued operations:
Income before gain on sales	10,178			1,325
Gain on sale of depreciable properties, net of tax	18,375			16,775
Income from discontinued operations	28,553			18,100
Net income	65,969			25,571
Dividends on preferred shares	—			(7,037		)
Adjustments for redemption/repurchase of preferred shares	—			483
Net income attributable to noncontrolling interests	(725		)	(334		)
Net income attributable to common shareholders	$	65,244		$	18,683
Basic net income per common share:
Continuing operations attributable to common shareholders	$	0.11		$	0.00
Discontinued operations attributable to common shareholders	0.08			0.06
Total	$	0.19		$	0.06
Diluted net income per common share:
Continuing operations attributable to common shareholders	$	0.11		$	0.00
Discontinued operations attributable to common shareholders	0.08			0.06
Total	$	0.19		$	0.06
Weighted average number of common shares outstanding	344,597			327,106
Weighted average number of common shares and potential dilutive securities	348,653			331,716

Comprehensive income:
Net income	$	65,969		$	25,571
Other comprehensive loss:
Amortization of interest contracts	(287		)	(287		)
Total other comprehensive loss	(287		)	(287		)
Comprehensive income	$	65,682		$	25,284

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the three months ended March 31,

(in thousands)

(Unaudited)



	2015			2014
Cash flows from operating activities:
Net income	$	65,969		$	25,571
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of buildings and tenant improvements	66,835			71,393
Amortization of deferred leasing and other costs	18,585			26,871
Amortization of deferred financing costs	2,130			2,499
Straight-line rental income and expense, net	(8,819		)	(5,974		)
Gains on land and depreciated property sales	(47,284		)	(30,106		)
Third-party construction contracts, net	(1,240		)	411
Other accrued revenues and expenses, net	(52,033		)	(33,911		)
Operating distributions received in excess of (less than) equity in earnings from unconsolidated companies	(1,465		)	2,383
Net cash provided by operating activities	42,678			59,137
Cash flows from investing activities:
Development of real estate investments	(66,754		)	(105,413		)
Acquisition of real estate investments and related intangible assets	(890		)	(17,224		)
Acquisition of undeveloped land	—			(2,270		)
Second generation tenant improvements, leasing costs and building improvements	(17,496		)	(19,631		)
Other deferred leasing costs	(13,122		)	(8,706		)
Other assets	13,283			5,539
Proceeds from land and depreciated property sales, net	109,892			70,673
Capital distributions from unconsolidated companies	2,164			2,546
Capital contributions and advances to unconsolidated companies	(49,689		)	(420		)
Net cash used for investing activities	(22,612		)	(74,906		)
Cash flows from financing activities:
Proceeds from issuance of common shares, net	4,882			23,783
Payments for redemption/repurchase of preferred shares	—			(17,656		)
Payments on unsecured debt	(250,544		)	(511		)
Payments on secured indebtedness including principal amortization	(63,151		)	(21,471		)
Borrowings on line of credit, net	347,000			92,000
Distributions to common shareholders	(58,607		)	(55,596		)
Distributions to preferred shareholders	—			(7,140		)
Distributions to noncontrolling interests, net	(706		)	(770		)
Change in book overdrafts	1,054			3,629
Deferred financing costs	(110		)	(300		)
Net cash provided by (used for) financing activities	(20,182		)	15,968
Net increase (decrease) in cash and cash equivalents	(116		)	199
Cash and cash equivalents at beginning of period	17,922			19,275
Cash and cash equivalents at end of period	$	17,806		$	19,474

Non-cash investing and financing activities:
Assumption of indebtedness and other liabilities in real estate acquisitions	$	—		$	76
Conversion of Limited Partner Units to common shares	$	350		$	—

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statement of Changes in Equity

For the three months ended March 31, 2015

(in thousands, except per share data)

(Unaudited)



	Common Shareholders
		Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income			Distributions in Excess of Net Income			Noncontrolling Interests			Total
Balance at December 31, 2014		$	3,441	$	4,944,800	$	3,026		$	(2,090,942	)	$	19,555		$	2,879,880
Net income		—		—		—			65,244			725			65,969
Other comprehensive loss		—		—		(287		)	—			—			(287		)
Issuance of common shares		2		4,880		—			—			—			4,882
Stock-based compensation plan activity		6		2,290		—			(505		)	1,261			3,052
Conversion of Limited Partner Units		1		349		—			—			(350		)	—
Distributions to common shareholders ($0.17 per share)		—		—		—			(58,607		)	—			(58,607		)
Distributions to noncontrolling interests, net		—		—		—			—			(706		)	(706		)
Balance at March 31, 2015		$	3,450	$	4,952,319	$	2,739		$	(2,084,810	)	$	20,485		$	2,894,183

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands)



	March 31, 2015			December 31, 2014
	(Unaudited)
ASSETS
Real estate investments:
Land and improvements	$	1,383,889		$	1,412,867
Buildings and tenant improvements	4,815,764			4,986,390
Construction in progress	194,918			246,062
Investments in and advances to unconsolidated companies	341,911			293,650
Undeveloped land	473,562			499,960
	7,210,044			7,438,929
Accumulated depreciation	(1,176,719		)	(1,235,337		)
Net real estate investments	6,033,325			6,203,592

Real estate investments and other assets held-for-sale	840,018			725,051

Cash and cash equivalents	17,806			17,922
Accounts receivable, net of allowance of $2,772 and $2,742	28,961			26,168
Straight-line rent receivable, net of allowance of $7,578 and $8,405	110,635			109,657
Receivables on construction contracts, including retentions	44,860			36,224
Deferred financing costs, net of accumulated amortization of $32,742 and $38,863	36,427			38,734
Deferred leasing and other costs, net of accumulated amortization of $264,027 and $259,883	374,862			387,635
Escrow deposits and other assets	243,610			209,856
	$	7,730,504		$	7,754,839
LIABILITIES AND EQUITY
Indebtedness:
Secured debt	$	877,751		$	942,478
Unsecured debt	3,113,617			3,364,161
Unsecured line of credit	453,000			106,000
	4,444,368			4,412,639

Liabilities related to real estate investments held-for-sale	65,105			59,092

Construction payables and amounts due subcontractors, including retentions	46,723			69,470
Accrued real estate taxes	70,130			76,308
Accrued interest	34,634			55,110
Other accrued expenses	38,943			62,812
Other liabilities	98,532			95,566
Tenant security deposits and prepaid rents	38,063			44,142
Total liabilities	4,836,498			4,875,139
Partners' equity:
General Partner:
Common equity (345,046 and 344,112 General Partner Units issued and outstanding)	2,870,782			2,857,119
	2,870,782			2,857,119
Limited Partners' common equity (3,650 and 3,717 Limited Partner Units issued and outstanding)	18,255			17,289
Accumulated other comprehensive income	2,739			3,026
Total partners' equity	2,891,776			2,877,434
Noncontrolling interests	2,230			2,266
Total equity	2,894,006			2,879,700
	$	7,730,504		$	7,754,839

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Income

For the three months ended March 31,

(in thousands, except per unit amounts)

(Unaudited)



	2015			2014
Revenues:
Rental and related revenue	$	214,615		$	208,646
General contractor and service fee revenue	52,820			55,820
	267,435			264,466
Expenses:
Rental expenses	36,124			42,041
Real estate taxes	30,779			29,203
General contractor and other services expenses	47,023			47,271
Depreciation and amortization	81,903			88,298
	195,829			206,813
Other operating activities:
Equity in earnings of unconsolidated companies	6,246			2,321
Gain on sale of properties	23,484			15,853
Gain on land sales	5,425			152
Other operating expenses	(1,557		)	(2,216		)
General and administrative expenses	(17,004		)	(14,694		)
	16,594			1,416
Operating income	88,200			59,069
Other income (expenses):
Interest and other income, net	338			351
Interest expense	(49,610		)	(49,261		)
Acquisition-related activity	(28		)	(14		)
Income from continuing operations before income taxes	38,900			10,145
Income tax expense	(1,484		)	(2,674		)
Income from continuing operations	37,416			7,471
Discontinued operations:
Income before gain on sales	10,178			1,325
Gain on sale of depreciable properties, net of tax	18,375			16,775
Income from discontinued operations	28,553			18,100
Net income	65,969			25,571
Distributions on Preferred Units	—			(7,037		)
Adjustments for redemption/repurchase of Preferred Units	—			483
Net income attributable to noncontrolling interests	(26		)	(84		)
Net income attributable to common unitholders	$	65,943		$	18,933
Basic net income per Common Unit:
Continuing operations attributable to common unitholders	$	0.11		$	0.00
Discontinued operations attributable to common unitholders	0.08			0.06
Total	$	0.19		$	0.06
Diluted net income per Common Unit:
Continuing operations attributable to common unitholders	$	0.11		$	0.00
Discontinued operations attributable to common unitholders	0.08			0.06
Total	$	0.19		$	0.06
Weighted average number of Common Units outstanding	348,292			331,493
Weighted average number of Common Units and potential dilutive securities	348,653			331,716

Comprehensive income:
Net income	$	65,969		$	25,571
Other comprehensive loss:
Amortization of interest contracts	(287		)	(287		)
Total other comprehensive loss	(287		)	(287		)
Comprehensive income	$	65,682		$	25,284

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the three months ended March 31,

(in thousands)

(Unaudited)



	2015			2014
Cash flows from operating activities:
Net income	$	65,969		$	25,571
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of buildings and tenant improvements	66,835			71,393
Amortization of deferred leasing and other costs	18,585			26,871
Amortization of deferred financing costs	2,130			2,499
Straight-line rental income and expense, net	(8,819		)	(5,974		)
Gains on land and depreciated property sales	(47,284		)	(30,106		)
Third-party construction contracts, net	(1,240		)	411
Other accrued revenues and expenses, net	(52,036		)	(33,911		)
Operating distributions received in excess of (less than) equity in earnings from unconsolidated companies	(1,465		)	2,383
Net cash provided by operating activities	42,675			59,137
Cash flows from investing activities:
Development of real estate investments	(66,754		)	(105,413		)
Acquisition of real estate investments and related intangible assets	(890		)	(17,224		)
Acquisition of undeveloped land	—			(2,270		)
Second generation tenant improvements, leasing costs and building improvements	(17,496		)	(19,631		)
Other deferred leasing costs	(13,122		)	(8,706		)
Other assets	13,283			5,539
Proceeds from land and depreciated property sales, net	109,892			70,673
Capital distributions from unconsolidated companies	2,164			2,546
Capital contributions and advances to unconsolidated companies	(49,689		)	(420		)
Net cash used for investing activities	(22,612		)	(74,906		)
Cash flows from financing activities:
Contributions from the General Partner	4,885			23,783
Payments for redemption/repurchase of Preferred Units	—			(17,656		)
Payments on unsecured debt	(250,544		)	(511		)
Payments on secured indebtedness including principal amortization	(63,151		)	(21,471		)
Borrowings on line of credit, net	347,000			92,000
Distributions to common unitholders	(59,239		)	(56,342		)
Distributions to preferred unitholders	—			(7,140		)
Contributions from (distributions to) noncontrolling interests, net	(74		)	(24		)
Change in book overdrafts	1,054			3,629
Deferred financing costs	(110		)	(300		)
Net cash provided by (used for) financing activities	(20,179		)	15,968
Net increase (decrease) in cash and cash equivalents	(116		)	199
Cash and cash equivalents at beginning of period	17,922			19,275
Cash and cash equivalents at end of period	$	17,806		$	19,474

Non-cash investing and financing activities:
Assumption of indebtedness and other liabilities in real estate acquisitions	$	—		$	76
Conversion of Limited Partner Units to common shares of the General Partner	$	350		$	—

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statement of Changes in Equity

For the three months ended March 31, 2015

(in thousands, except per unit data)

(Unaudited)



	Common Unitholders
	General			Limited			Accumulated
	Partner's			Partners'			Other			Total
	Common Equity			Common Equity			Comprehensive Income			Partners' Equity			Noncontrolling Interests			Total Equity
Balance at December 31, 2014	$	2,857,119		$	17,289		$	3,026		$	2,877,434		$	2,266		$	2,879,700
Net income	65,244			699			—			65,943			26			65,969
Other comprehensive income loss	—			—			(287		)	(287		)	—			(287		)
Capital contribution from the General Partner	4,885			—			—			4,885			—			4,885
Stock-based compensation plan activity	1,791			1,261			—			3,052			—			3,052
Conversion of Limited Partner Units to common shares of the General Partner	350			(350		)	—			—			—			—
Distributions to Partners ($0.17 per Common Unit)	(58,607		)	(632		)	—			(59,239		)	—			(59,239		)
Distributions to noncontrolling interests, net	—			(12		)	—			(12		)	(62		)	(74		)
Balance at March 31, 2015	$	2,870,782		$	18,255		$	2,739		$	2,891,776		$	2,230		$	2,894,006

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General Basis of Presentation

The interim consolidated financial statements included herein have been prepared by Duke Realty Corporation (the "General Partner") and Duke Realty Limited Partnership (the "Partnership"). In this Report, unless the context indicates otherwise, the terms "Company," "we," "us" and "our" refer to the General Partner and the Partnership, collectively, and those entities owned or controlled by the General Partner and/or the Partnership. The 2014 year-end consolidated balance sheet data included in this Quarterly Report on Form 10-Q (this "Report") was derived from the audited financial statements in the combined Annual Report on Form 10-K of the General Partner and the Partnership for the year ended December 31, 2014 , but does not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). The financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with Rule 10-01 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenue and expenses during the reporting period. Our actual results could differ from those estimates and assumptions. These financial statements should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations included herein and the consolidated financial statements and notes thereto included in the combined Annual Report on Form 10-K of the General Partner and the Partnership for the year ended December 31, 2014 .

The General Partner was formed in 1985, and we believe that it qualifies as a real estate investment trust ("REIT") under the provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Partnership was formed on October 4, 1993, when the General Partner contributed all of its properties and related assets and liabilities, together with the net proceeds from an offering of additional shares of its common stock, to the Partnership. Simultaneously, the Partnership completed the acquisition of Duke Associates, a full-service commercial real estate firm operating in the Midwest whose operations began in 1972.

The General Partner is the sole general partner of the Partnership, owning approximately 98.9% of the common partnership interests of the Partnership ("General Partner Units") at March 31, 2015 . The remaining 1.1% of the common partnership interests ("Limited Partner Units" and, together with the General Partner Units, the "Common Units") are owned by limited partners. As the sole general partner of the Partnership, the General Partner has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Partnership. The General Partner and the Partnership are operated as one enterprise. The management of the General Partner consists of the same members as the management of the Partnership. As the sole general partner with control of the Partnership, the General Partner consolidates the Partnership for financial reporting purposes, and the General Partner does not have any significant assets other than its investment in the Partnership. Therefore, the assets and liabilities of the General Partner and the Partnership are substantially the same.

Limited Partners have the right to redeem their Limited Partner Units, subject to certain restrictions. Pursuant to the Fifth Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement"), the General Partner is obligated to redeem the Limited Partner Units in shares of its common stock, unless it determines in its reasonable discretion that the issuance of shares of its common stock could cause it to fail to qualify as a REIT. Each Limited Partner Unit shall be redeemed for one share of the General Partner's common stock, or, in the event that the issuance of shares could cause the General Partner to fail to qualify as a REIT, cash equal to the fair market value of one share of the General Partner's common stock at the time of redemption, in each case, subject to certain adjustments described in the Partnership Agreement. The Limited Partner Units are not required, per the terms of the Partnership Agreement, to be redeemed in registered shares of the General Partner. The General Partner also owns preferred partnership interests in the Partnership ("Preferred Units"), to the extent the Partnership has issued Preferred Units.

As of March 31, 2015 , we owned and operated a portfolio primarily consisting of industrial, office and medical office properties and provide real estate services to third-party owners. Substantially all of our Rental Operations (see Note 10) are conducted through the Partnership. We conduct our Service Operations (see Note 10) through Duke Realty Services, LLC, Duke Realty Services Limited Partnership and Duke Construction Limited Partnership ("DCLP"), which are consolidated entities that are 100% owned by a combination of the General Partner and the Partnership. DCLP is owned through a taxable REIT subsidiary. The consolidated financial statements include our accounts and the accounts of our majority-owned or controlled subsidiaries.

2. New Accounting Pronouncements

Discontinued Operations

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"). Under ASU 2014-08, only disposals representing a strategic shift in operations (for example, a disposal of a major geographic area or a major line of business) are presented as discontinued operations, while significant continuing involvement with such dispositions are no longer precluded from discontinued operations classification. As the prior accounting rules generally required companies that sell a single investment property to report the sale as a discontinued operation, the implementation of ASU 2014-08 resulted in us reporting only sales that represent strategic shifts in operations as discontinued operations. ASU 2014-08 also requires additional disclosures for discontinued operations as well as for material property dispositions that do not meet the new criteria for discontinued operation classification.

ASU 2014-08 is effective for fiscal years beginning on or after December 15, 2014, with early adoption permitted only for disposals or classifications as held-for-sale that have not been reported in financial statements previously issued or available for issuance. We adopted ASU 2014-08 early and have applied it with respect to such items since April 1, 2014.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing GAAP revenue recognition guidance as well as impact the existing GAAP guidance governing the sale of nonfinancial assets. The standard’s core principle is that a company will recognize revenue when it satisfies performance obligations, by transferring promised goods or services to customers, in an amount that reflects the consideration to which the company expects to be entitled in exchange for fulfilling those performance obligations. In doing so, companies will need to exercise more judgment and make more estimates than under existing GAAP guidance.

ASU 2014-09 will be effective for public entities for annual and interim reporting periods beginning after December 15, 2016 and early adoption is not permitted. An exposure draft has been issued by the FASB which proposes delaying the effective date for one year. In addition to the deferral of the effective date, early adoption would be permitted under the exposure draft in periods ending after December 15, 2016. The changes to the effective date and early adoption are still subject to final approval. ASU 2014-09 allows for either recognizing the cumulative effect of application (i) at the start of the earliest comparative period presented (with the option to use any or all of three practical expedients) or (ii) at the date of initial application, with no restatement of comparative periods presented.

We have not yet selected a transition method nor have we determined the effect of ASU 2014-09 on our ongoing financial reporting.

Consolidation

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis ("ASU 2015-02"). ASU 2015-02 makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the existing variable interest entity guidance. ASU 2015-02 will be effective for public entities for annual and interim reporting periods beginning after December 15, 2015 with early adoption

allowed in any interim period. We have not yet selected a transition method nor have we determined the effect of ASU 2015-02 on our ongoing financial reporting.

Debt Issuance Costs

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). ASU 2015-03 will require that debt issuance costs related to a recognized debt liability, which are currently presented as deferred charges (assets), be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 will be effective for financial statements issued for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years.

3. Reclassifications

Certain amounts in the accompanying consolidated financial statements for 2014 have been reclassified to conform to the 2015 consolidated financial statement presentation.

4. Variable Interest Entities

We have equity interests in unconsolidated joint ventures that primarily own and operate rental properties or hold land for development. We consolidate those joint ventures that are considered to be variable interest entities ("VIE"s) where we are the primary beneficiary. We analyze our investments in joint ventures to determine if the joint venture is considered a VIE and would require consolidation. We (i) evaluate the sufficiency of the total equity investment at risk, (ii) review the voting rights and decision-making authority of the equity investment holders as a group and whether there are any guaranteed returns, protection against losses, or capping of residual returns within the group and (iii) establish whether activities within the venture are on behalf of an investor with disproportionately few voting rights in making this VIE determination.

To the extent that we own interests in a VIE and we (i) are the sole entity that has the power to direct the activities of the VIE and (ii) have the obligation or rights to absorb the VIE's losses or receive its benefits, then we would be determined to be the primary beneficiary and would consolidate the VIE. To the extent we own interest in a VIE, then at each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary beneficiary.

There were no consolidated or unconsolidated joint ventures at March 31, 2015 that met the criteria to be considered VIEs.

Our maximum loss exposure for guarantees of joint venture indebtedness, for guarantees of the debt of joint ventures that are not VIEs, totaled $71.7 million at March 31, 2015 .

5. Dispositions

Dispositions of buildings (see Note 11 for the number of buildings sold as well as for their classification between continuing and discontinued operations) and undeveloped land generated net cash proceeds of $109.9 million and $70.7 million during the three months ended March 31, 2015 and 2014 , respectively.

6. Indebtedness

All debt is held directly or indirectly by the Partnership. The General Partner does not have any indebtedness, but does guarantee some of the unsecured debt of the Partnership. The following table summarizes the book value and changes in the fair value, of our debt for the three months ended March 31, 2015 (in thousands):



	Book Value at 12/31/2014		Book Value at 3/31/2015		Fair Value at 12/31/2014		Issuances and Assumptions		Payments/Payoffs			Adjustments to Fair Value			Fair Value at 3/31/2015
Fixed rate secured debt	$	979,842	$	916,048	$	1,065,301	$	—	$	(63,151	)	$	(2,206	)	$	999,944
Variable rate secured debt	3,400		3,400		3,400		—		—			—			3,400
Unsecured debt	3,364,161		3,113,617		3,603,475		—		(250,544		)	25,551			3,378,482
Unsecured line of credit	106,000		453,000		106,000		347,000		—			—			453,000
Total	$	4,453,403	$	4,486,065	$	4,778,176	$	347,000	$	(313,695	)	$	23,345		$	4,834,826
Less secured debt related to real estate assets held-for-sale	40,764		41,697
Total indebtedness as reported on consolidated balance sheets	$	4,412,639	$	4,444,368

Secured Debt

Because our fixed rate secured debt is not actively traded in any marketplace, we utilized a discounted cash flow methodology to determine its fair value. Accordingly, we calculated fair value by applying an estimate of the current market rate to discount the debt's remaining contractual cash flows. Our estimate of a current market rate, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. The estimated rates ranged from 2.20% to 3.20% , depending on the attributes of the specific loans. The current market rates we utilized were internally estimated; therefore, we have concluded that our determination of fair value for our fixed rate secured debt was primarily based upon Level 3 inputs.

During the three months ended March 31, 2015 , we repaid eight secured loans, totaling $60.2 million . These loans had a weighted average stated interest rate of 5.30% .

Unsecured Debt

At March 31, 2015 , with the exception of one variable rate term note, all of our unsecured debt bore interest at fixed rates and primarily consisted of unsecured notes that are publicly traded. We utilized broker estimates in estimating the fair value of our fixed rate unsecured debt. Our unsecured notes are thinly traded and, in certain cases, the broker estimates were not based upon comparable transactions. The broker estimates took into account any recent trades within the same series of our fixed rate unsecured debt, comparisons to recent trades of other series of our fixed rate unsecured debt, trades of fixed rate unsecured debt from companies with profiles similar to ours, as well as overall economic conditions. We reviewed these broker estimates for reasonableness and accuracy, considering whether the estimates were based upon market participant assumptions within the principal and most advantageous market and whether any other observable inputs would be more accurate indicators of fair value than the broker estimates. We concluded that the broker estimates were representative of fair value. We have determined that our estimation of the fair value of our fixed rate unsecured debt was primarily based upon Level 3 inputs. The estimated trading values of our fixed rate unsecured debt, depending on the maturity and coupon rates, ranged from 102.00% to 131.00% of face value.

In February 2015, we repaid a $250.0 million senior unsecured note at its maturity date. This loan had a stated interest rate of 7.38% and an effective rate of 7.50% .

We utilize a discounted cash flow methodology in order to estimate the fair value of our $250.0 million variable rate term loan. The net present value of the difference between future contractual interest payments and future interest payments based on our estimate of a current market rate represents the difference between the book value and the fair value. Our estimate of a current market rate was based on estimated market spreads and the quoted yields on federal government treasury securities with similar maturity dates. Our estimate of the current market rate for our variable rate term loan was 1.33% and was based primarily upon Level 3 inputs.

The indentures (and related supplemental indentures) governing our outstanding series of notes also require us to comply with financial ratios and other covenants regarding our operations. We were in compliance with all such covenants at March 31, 2015 .

Unsecured Line of Credit

Our unsecured line of credit at March 31, 2015 is described as follows (in thousands):



Description	Maximum Capacity		Maturity Date	Outstanding Balance at March 31, 2015
Unsecured Line of Credit - Partnership	$	1,200,000	January 2019	$	453,000

The Partnership's unsecured line of credit has an interest rate on borrowings of LIBOR plus 1.05% (equal to 1.23% for outstanding borrowings at March 31, 2015 ) and a maturity date of January 2019 . Subject to certain conditions, the terms also include an option to increase the facility by up to an additional $400.0 million , for a total of up to $1.6 billion . This line of credit provides us with an option to obtain borrowings from financial institutions that participate in the line at rates that may be lower than the stated interest rate, subject to certain restrictions.

This line of credit contains financial covenants that require us to meet certain financial ratios and defined levels of performance, including those related to fixed charge coverage, unsecured interest expense coverage and debt-to-asset value (with asset value being defined in the Partnership's unsecured line of credit agreement). At March 31, 2015 , we were in compliance with all covenants under this line of credit.

To the extent that there are outstanding borrowings, we utilize a discounted cash flow methodology in order to estimate the fair value of our unsecured line of credit. The net present value of the difference between future contractual interest payments and future interest payments based on our estimate of a current market rate represents the difference between the book value and the fair value. Our estimate of a current market rate is based upon the rate, considering current market conditions and our specific credit profile, at which we estimate we could obtain similar borrowings. The current market rate of 1.43% that we utilized was internally estimated; therefore, we have concluded that our determination of fair value for our unsecured line of credit was primarily based upon a Level 3 input.

7. Shareholders' Equity of the General Partner and Partners' Capital of the Partnership

General Partner

During the three months ended March 31, 2015 , the General Partner issued 233,000 common shares pursuant to its at the market equity program, generating gross proceeds of approximately $5.0 million and, after deducting commissions and other costs, net proceeds of approximately $4.9 million . The proceeds from these offerings were used for general corporate purposes.

Partnership

For each common share or preferred share that the General Partner issues, the Partnership issues a corresponding General Partner Unit or Preferred Unit, as applicable, to the General Partner in exchange for the contribution of the proceeds from the stock issuance. Similarly, when the General Partner redeems or repurchases common shares or preferred shares, the Partnership redeems the corresponding Common Units or Preferred Units held by the General Partner at the same price.

8. Related Party Transactions

We provide property management, asset management, leasing, construction and other tenant-related services to unconsolidated companies in which we have equity interests. We recorded the corresponding fees based on contractual terms that approximate market rates for these types of services and have eliminated our ownership percentage of these fees in the consolidated financial statements. The following table summarizes the fees earned from these companies, prior to the elimination of our ownership percentage, for the three months ended March 31, 2015 and 2014 , respectively (in thousands):



	Three Months Ended
	March 31,
	2015		2014
Management fees	$	1,801	$	2,219
Leasing fees	633		344
Construction and development fees	405		965

9. Net Income (Loss) Per Common Share or Common Unit

Basic net income (loss) per common share or Common Unit is computed by dividing net income (loss) attributable to common shareholders or common unitholders, less dividends or distributions on share-based awards expected to

vest (referred to as "participating securities" and primarily composed of unvested restricted stock units), by the weighted average number of common shares or Common Units outstanding for the period.

Diluted net income (loss) per common share is computed by dividing the sum of basic net income (loss) attributable to common shareholders and the noncontrolling interest in earnings allocable to Limited Partner Units (to the extent the Limited Partner Units are dilutive) by the sum of the weighted average number of common shares outstanding and, to the extent they are dilutive, Units outstanding and any potential dilutive securities for the period. Diluted net income (loss) per Common Unit is computed by dividing the basic net income (loss) attributable to common unitholders by the sum of the weighted average number of Common Units outstanding and any potential dilutive securities for the period. The following table reconciles the components of basic and diluted net income per common share or Common Unit for the three months ended March 31, 2015 and 2014 , respectively (in thousands):



	Three Months Ended March 31,
	2015			2014
General Partner
Net income attributable to common shareholders	$	65,244		$	18,683
Less: Dividends on participating securities	(620		)	(645		)
Basic net income attributable to common shareholders	64,624			18,038
Noncontrolling interest in earnings of common unitholders	699			250
Diluted net income attributable to common shareholders	$	65,323		$	18,288
Weighted average number of common shares outstanding	344,597			327,106
Weighted average Limited Partner Units outstanding	3,695			4,387
Other potential dilutive shares	361			223
Weighted average number of common shares and potential dilutive securities	348,653			331,716

Partnership
Net income attributable to common unitholders	$	65,943		$	18,933
Less: Distributions on participating securities	(620		)	(645		)
Basic and diluted net income attributable to common unitholders	$	65,323		$	18,288
Weighted average number of Common Units outstanding	348,292			331,493
Other potential dilutive units	361			223
Weighted average number of Common Units and potential dilutive securities	348,653			331,716

Substantially all potential shares related to our stock-based compensation plans are anti-dilutive for all periods presented. The following table summarizes the data that is excluded from the computation of net income per common share or Common Unit as a result of being anti-dilutive (in thousands):



	Three Months Ended March 31,
	2015	2014
General Partner and Partnership
Potential dilutive shares or units:
Anti-dilutive outstanding potential shares or units under fixed stock option and other stock-based compensation plans	1,030	1,215
Outstanding participating securities	3,593	3,841

10. Segment Reporting

Reportable Segments

management, maintenance, leasing, development, general contracting and construction management to third-party property owners and joint ventures, and is collectively referred to as "Service Operations." Our reportable segments offer different products or services and are managed separately because each segment requires different operating strategies and management expertise.

Revenues by Reportable Segment

The following table shows the revenues for each of the reportable segments, as well as a reconciliation to consolidated revenues, for the three months ended March 31, 2015 and 2014 , respectively (in thousands):



	Three Months Ended March 31,
	2015		2014
Revenues
Rental Operations:
Industrial	$	147,227	$	133,291
Office	25,135		38,978
Medical Office	40,028		33,310
Non-reportable Rental Operations	401		2,088
Service Operations	52,820		55,820
Total segment revenues	265,611		263,487
Other revenue	1,824		979
Consolidated revenue from continuing operations	267,435		264,466
Discontinued operations	32,115		30,072
Consolidated revenue	$	299,550	$	294,538

Supplemental Performance Measure

Property level net operating income on a cash basis ("PNOI") is the non-GAAP supplemental performance measure that we use to evaluate the performance of, and to allocate resources among, the real estate investments in the reportable and operating segments that comprise our Rental Operations. PNOI for our Rental Operations segments is comprised of rental revenues from continuing operations less rental expenses and real estate taxes from continuing operations, along with certain other adjusting items (collectively referred to as "Rental Operations revenues and expenses excluded from PNOI," as shown in the following table). Additionally, we do not allocate interest expense, depreciation expense and certain other non-property specific revenues and expenses (collectively referred to as "Non-Segment Items," as shown in the following table) to our individual operating segments.

We evaluate the performance of our Service Operations reportable segment using net income or loss, as allocated to that segment ("Earnings from Service Operations").

The following table shows a reconciliation of our segment-level measures of profitability to consolidated income from continuing operations before income taxes for the three months ended March 31, 2015 and 2014 , respectively (in thousands and excluding discontinued operations):



	Three Months Ended March 31,
	2015			2014
PNOI
Industrial	$	96,684		$	85,691
Office	14,842			15,206
Medical Office	25,232			20,805
Non-reportable Rental Operations	—			253
PNOI, excluding all sold/held for sale properties	136,758			121,955
PNOI from sold/held-for-sale properties included in continuing operations	6,239			12,423
PNOI, continuing operations	142,997			134,378

Earnings from Service Operations	5,797			8,549

Rental Operations revenues and expenses excluded from PNOI:
Straight-line rental income and expense, net	6,697			4,769
Revenues related to lease buyouts	864			2,695
Amortization of lease concessions and above and below market rents	(1,713		)	(2,211		)
Intercompany rents and other adjusting items	(731		)	(1,537		)
Non-Segment Items:
Equity in earnings of unconsolidated companies	6,246			2,321
Interest expense	(49,610		)	(49,261		)
Depreciation expense	(81,903		)	(88,298		)
Gain on sale of properties	23,484			15,853
Interest and other income, net	338			351
General and administrative expenses	(17,004		)	(14,694		)
Gain on land sales	5,425			152
Other operating expenses	(1,557		)	(2,216		)
Acquisition-related activity	(28		)	(14		)
Other non-segment revenues and expenses, net	(402		)	(692		)
Income from continuing operations before income taxes	$	38,900		$	10,145

The most comparable GAAP measure to PNOI is income from continuing operations before income taxes. PNOI excludes expenses that materially impact our overall results of operations and, therefore, should not be considered as a substitute for income from continuing operations before income taxes or any other measures derived in accordance with GAAP. Furthermore, PNOI may not be comparable to other similarly titled measures of other companies.

Assets by Reportable Segment

The assets for each of the reportable segments at March 31, 2015 and December 31, 2014 were as follows (in thousands):



	March 31, 2015		December 31, 2014
Assets
Rental Operations:
Industrial	$	4,672,992	$	4,677,047
Office	1,212,796		1,252,627
Medical Office	1,210,170		1,229,632
Non-reportable Rental Operations	22,909		71,741
Service Operations	155,370		158,762
Total segment assets	7,274,237		7,389,809
Non-segment assets	456,267		365,030
Consolidated assets	$	7,730,504	$	7,754,839

The assets shown above include the amounts designated as held for sale, as of March 31, 2015, in connection with the Suburban Office Portfolio and Midwest Industrial Portfolio sales described in Note 12.

11. Discontinued Operations and Assets Held-for-Sale

Discontinued Operations

Beginning with our adoption of ASU 2014-08 on April 1, 2014, discontinued operations presentation applies only to disposals representing a strategic shift that has (or will have) a major effect on an entity’s operations and financial results (e.g., a disposal of a major geographical area, a major line of business, a major equity method investment or other major parts of an entity).

On April 1, 2015, we completed the sale of a portfolio of primarily suburban office properties and undeveloped land (the "Suburban Office Portfolio Sale", as defined in Note 12) that had been under agreement for sale since late January 2015. This portfolio was classified as held-for-sale at March 31, 2015. Because of the size of this disposition, and the fact that it represented our exit from the office product type in four geographic markets, we determined that the disposition represented a strategic shift that will have a major effect on our operations and financial results. As such, the in-service properties in this portfolio met the criteria to be classified within discontinued operations. As the result of its classification within discontinued operations, the in-service assets and liabilities of this portfolio are required to be presented as held-for-sale for all prior periods presented in our Consolidated Balance Sheets.

The following table illustrates the number of sold or held-for-sale properties included in, or excluded from, discontinued operations:



	Held-for-Sale at March 31, 2015	Sold through March 31, 2015	Sold in 2014	Total


Industrial	5	0	11	16
Office	56	0	0	56
Medical Office	0	1	1	2
Total properties included in discontinued operations	61	1	12	74
Properties excluded from discontinued operations	52	11	17	80
Total properties sold or classified as held-for-sale	113	12	29	154

For the properties that were classified in discontinued operations, we allocated interest expense to discontinued operations and have included such interest expense in computing income from discontinued operations. Interest expense allocable to discontinued operations includes interest on any secured debt for properties included in discontinued operations and an allocable share of our consolidated unsecured interest expense for unencumbered properties. The allocation of unsecured interest expense to discontinued operations was based upon the gross book value of the unencumbered real estate assets included in discontinued operations as it related to the total gross book value of our unencumbered real estate assets.

The following table illustrates the operational results of the buildings reflected in discontinued operations for the three months ended March 31, 2015 and 2014 , respectively (in thousands):



	Three Months Ended March 31,
	2015			2014
Revenues	$	32,115		$	30,072
Operating expenses	(12,386		)	(12,403		)
Depreciation and amortization	(3,517		)	(9,966		)
Operating income	16,212			7,703
Interest expense	(6,034		)	(6,378		)
Income before gain on sales	10,178			1,325
Gain on sale of depreciable properties	18,375			19,752
Income from discontinued operations before income taxes	28,553			21,077
Income tax expense	—			(2,977		)
Income from discontinued operations	$	28,553		$	18,100

There was one medical office property that sold during the three months ended March 31, 2015 , which had been classified as held for sale and included in discontinued operations prior to the adoption of ASU 2014-08, for which we recognized a gain on sale of $1.3 million . The majority of the remaining amount of gains on sale of depreciable properties recognized in discontinued operations during the period was the result of recognizing previously deferred gains on prior period sales, which had met the criteria for classification within discontinued operations prior to the adoption of ASU 2014-08, due to either receiving additional cash or resolving post-sale obligations.

Capital expenditures on a cash basis for the three months ended March 31, 2015 and 2014 were $8.6 million and $3.8 million , respectively, related to properties classified within discontinued operations.

Allocation of Noncontrolling Interests - General Partner

The following table illustrates the General Partner's share of the income attributable to common shareholders from continuing operations and discontinued operations, reduced by the allocation of income between continuing and discontinued operations to the Limited Partner Units, for the three months ended March 31, 2015 and 2014 , respectively (in thousands):



	Three Months Ended March 31,
	2015		2014
Income from continuing operations attributable to common shareholders	$	36,994	$	823
Income from discontinued operations attributable to common shareholders	28,250		17,860
Net income attributable to common shareholders	$	65,244	$	18,683

Allocation of Noncontrolling Interests - Partnership

Substantially all of the income from discontinued operations for all periods presented in the Partnership's Consolidated Statements of Operations and Comprehensive Income is attributable to the common unitholders.

Properties Held-for-Sale

At March 31, 2015 , the 61 in-service properties included in the Suburban Office Portfolio Sale were classified as held-for-sale and included in discontinued operations and 52 in-service properties were classified as held-for-sale but did not meet the criteria to be classified within discontinued operations (including the "Midwest Industrial Portfolio Sale", as defined in Note 12). The following table illustrates aggregate balance sheet information at March 31, 2015 and December 31, 2014 (in thousands):



	March 31, 2015									December 31, 2014
	Properties Included in Continuing Operations			Properties Included in Discontinued Operations			Total Held-For-Sale Properties			Properties Included in Continuing Operations			Properties Included in Discontinued Operations			Total Held-For-Sale Properties
Land and improvements	$	36,236		$	121,149		$	157,385		$	21,347		$	126,921		$	148,268
Buildings and tenant improvements	168,893			702,820			871,713			36,925			721,398			758,323
Undeveloped land	13,736			—			13,736			12,443			—			12,443
Accumulated depreciation	(51,217		)	(234,132		)	(285,349		)	(23,071		)	(247,269		)	(270,340		)
Deferred leasing and other costs, net	6,626			42,152			48,778			3,480			44,840			48,320
Other assets	5,896			27,859			33,755			562			27,475			28,037
Total assets held-for-sale	$	180,170		$	659,848		$	840,018		$	51,686		$	673,365		$	725,051

Secured debt	$	1,097		$	40,600		$	41,697		$	—		$	40,764		$	40,764
Accrued expenses	4,685			6,934			11,619			233			5,180			5,413
Other liabilities	2,228			9,561			11,789			434			12,481			12,915
Total liabilities held-for-sale	$	8,010		$	57,095		$	65,105		$	667		$	58,425		$	59,092

12. Subsequent Events

Declaration of Dividends/Distributions

The General Partner's board of directors declared the following dividends/distributions at its regularly scheduled board meeting held on April 29, 2015 :



Class of stock/units	Quarterly Amount per Share or Unit	Record Date	Payment Date
Common	$0.17	May 14, 2015	May 29, 2015

Suburban Office Portfolio Sale

On April 1, 2015, we completed the previously announced suburban office portfolio sale (the "Suburban Office Portfolio Sale") to a joint venture with affiliates of Starwood Capital Group, Vanderbilt Partners and Trinity Capital Advisors for approximately $1.1 billion .

The Suburban Office Portfolio Sale includes all of the company’s wholly-owned, in-service suburban office properties located in Nashville, Raleigh, South Florida and St. Louis. The portfolio includes approximately 6.7 million square feet across 61 buildings and 57 acres of undeveloped land. One additional office asset currently under construction in Raleigh is expected to be sold upon completion in late 2015.

Midwest Industrial Portfolio Sale

On April 8, 2015, we completed the sale of 51 non-strategic industrial properties for $270.0 million . These properties totaled 5.2 million square feet and were located in primarily Midwest markets.

Tender Offer

series of unsecured notes. A portion of the proceeds from the Suburban Office Portfolio Sale were used to fund this Tender Offer, which resulted in the repurchase of notes having a face value of $424.9 million , for a cash payment of $500.0 million . The repurchase was completed on April 3, 2015.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand our operations and our present business environment. Management's Discussion and Analysis is provided as a supplement to and should be read in conjunction with our consolidated financial statements and the notes thereto, contained in Part I, Item I of this Quarterly Report on Form 10-Q (this "Report") and the consolidated financial statements and notes thereto, contained in Part IV, Item 15 of our combined Annual Report on Form 10-K for the year ended December 31, 2014 , as filed with the Securities and Exchange Commission (the "SEC") on February 20, 2015 for Duke Realty Corporation (the "General Partner") and Duke Realty Limited Partnership (the "Partnership"). As used herein, the terms the "Company," "we," "us" and "our" refer to the General Partner and the Partnership, collectively, and those entities owned or controlled by the General Partner and/or the Partnership.

Cautionary Notice Regarding Forward-Looking Statements

Certain statements contained in or incorporated by reference into this Report, including, without limitation, those related to our future operations, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "believe," "estimate," "expect," "anticipate," "intend," "plan," "seek," "may," "could" and similar expressions or statements regarding future periods are intended to identify forward-looking statements, although not all forward-looking statements contain such words.

These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Report. Some of the risks, uncertainties and other important factors that may affect future results include, among others:


•	Changes in general economic and business conditions, including the financial condition of our tenants and the value of our real estate assets;


•	The General Partner's continued qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes;


•	Heightened competition for tenants and potential decreases in property occupancy;


•	Potential changes in the financial markets and interest rates;


•	Volatility in the General Partner's stock price and trading volume;


•	Our continuing ability to raise funds on favorable terms;


•	Our ability to successfully identify, acquire, develop and/or manage properties on terms that are favorable to us;


•	Potential increases in real estate construction costs;


•	Our ability to successfully dispose of properties on terms that are favorable to us, including, without limitation, through one or more transactions that are consistent with our previously disclosed strategic plans;


•	Our ability to retain our current credit ratings;


•	Inherent risks in the real estate business, including, but not limited to, tenant defaults, potential liability relating to environmental matters and liquidity of real estate investments; and


•	Other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the SEC.

Although we presently believe that the plans, expectations and results expressed in or suggested by the forward-looking statements are reasonable, all forward-looking statements are inherently subjective, uncertain and subject to change, as they involve substantial risks and uncertainties, including those beyond our control. New factors emerge from time to time, and it is not possible for us to predict the nature, or assess the potential impact, of each new factor on our business. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any of our forward-looking statements for events or circumstances that arise after the statement is made, except as otherwise may be required by law.

The above list of risks and uncertainties is only a summary of some of the most important factors and is not intended to be exhaustive. Additional information regarding risk factors that may affect us is included in our combined Annual Report on Form 10-K for the fiscal year ended December 31, 2014 , which we filed with the SEC on February 20, 2015. The risk factors contained in our Annual Report are updated by us from time to time in Quarterly Reports on Form 10-Q and other public filings.

Business Overview

The General Partner is a self-administered and self-managed REIT that began operations in 1986 and is the sole general partner of the Partnership. The Partnership is a limited partnership formed in 1993, at which time all of the properties and related assets and liabilities of the General Partner, as well as proceeds from a secondary offering of the General Partner's common shares, were contributed to the Partnership. Simultaneously, the Partnership completed the acquisition of Duke Associates, a full-service commercial real estate firm operating in the Midwest whose operations began in 1972. We operate the General Partner and the Partnership as one enterprise, and therefore, our discussion and analysis refers to the General Partner and its consolidated subsidiaries, including the Partnership, collectively. A more complete description of our business, and of management's philosophy and priorities, is included in our 2014 Annual Report on Form 10-K.

At March 31, 2015 , we:

•

Owned or jointly controlled 720 industrial, office and medical office properties, of which 700 properties with approximately 147.5 million square feet were in service and 20 properties with approximately 5.4 million square feet were under development. The 700 in-service properties were comprised of 615 consolidated properties with approximately 127.5 million square feet and 85 jointly controlled unconsolidated properties with more than 20.0 million square feet. The 20 properties under development consisted of 17 consolidated properties with approximately 3.9 million square feet and three jointly controlled unconsolidated properties with approximately 1.5 million square feet.


•	Owned directly, or through ownership interests in unconsolidated joint ventures (with acreage not adjusted for our percentage ownership interest), approximately 3,600 acres of land and controlled more than 1,500 acres through purchase options.

A key component of our overall strategy is to increase our investment in quality industrial and medical office properties in both existing and select new markets and to reduce our investment in suburban office properties and other non-strategic assets.

We have four reportable operating segments at March 31, 2015 , the first three of which consist of the ownership and rental of (i) industrial, (ii) office and (iii) medical office real estate investments. The operations of our industrial, office and medical office properties, along with our retail properties, are collectively referred to as "Rental Operations." The fourth reportable segment consists of various real estate services such as property management, asset management, maintenance, leasing, development, general contractor and construction management to third-party property owners and joint ventures, and is collectively referred to as "Service Operations." Our reportable segments offer different products or services and are managed separately because each segment requires different operating strategies and management expertise. Our Service Operations segment also includes our taxable REIT subsidiary, a legal entity through which certain of the segment's operations are conducted.

Key Performance Indicators

Our operating results depend primarily upon rental income from our Rental Operations. The following discussion highlights the areas of Rental Operations that we consider critical drivers of future revenues.

Occupancy Analysis

Our ability to maintain high occupancy rates is a principal driver of maintaining and increasing rental revenue. The following table sets forth percent leased and average net effective rent information regarding our in-service portfolio

of rental properties, including properties classified within both continuing and discontinued operations, at March 31, 2015 and 2014 , respectively:



	Total Square Feet (in thousands)		Percent of Total Square Feet				Percent Leased*				Average Annual Net Effective Rent**
Type	2015	2014	2015		2014		2015		2014		2015	2014
Industrial	110,110	104,590	86.4	%	84.2	%	96.4	%	94.9	%	$4.05	$3.93
Office	12,181	14,428	9.5	%	11.6	%	89.2	%	87.8	%	$10.81	$13.38
Medical Office	5,170	4,780	4.1	%	3.9	%	93.8	%	93.4	%	$23.10	$22.70
Other	—	348	—	%	0.3	%	—	%	85.7	%	$0.00	$19.75
Total Consolidated	127,461	124,146	100.0	%	100.0	%	95.6	%	94.0	%	$5.41	$5.72

Unconsolidated Joint Ventures	20,023	22,413					96.0	%	94.1	%	$5.84	$8.15
Total Including Unconsolidated Joint Ventures	147,484	146,559					95.7	%	94.0	%	$5.43	$5.85
*Represents the percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced.
**Represents average annual base rental payments per leased square foot, on a straight-line basis for the term of each lease, from space leased to tenants at the end of the most recent reporting period. This amount excludes additional amounts paid by tenants as reimbursement for operating expenses.

The total percent leased of our in-service properties, including unconsolidated joint ventures, would have been 96.0% if the Suburban Office Portfolio and Midwest Industrial Portfolio sales (as defined in Note 12 to the Consolidated Financial Statements) that took place in early April 2015 had closed on March 31, 2015.

Vacancy Activity

The following table sets forth vacancy activity, shown in square feet, regarding our in-service rental properties, including properties classified within both continuing and discontinued operations, at March 31, 2015 , (in thousands):



	Consolidated Properties		Unconsolidated Joint Venture Properties		Total Including Unconsolidated Joint Venture Properties
Vacant square feet at December 31, 2014	6,041		797		6,838
Completed Development	147		—		147
Dispositions	(181	)	—		(181	)
Expirations	1,707		86		1,793
Early lease terminations	152		103		255
Property structural changes/other	2		—		2
Leasing of previously vacant space	(2,292	)	(195	)	(2,487	)
Vacant square feet at March 31, 2015	5,576		791		6,367

Of the vacant square footage shown in the table above, approximately 833,000 square feet was in the properties that were sold in the Suburban Office Portfolio and Midwest Industrial Portfolio sales (see Note 12 to the Consolidated Financial Statements).

Total Leasing Activity

The initial leasing of development projects or vacant space in acquired properties is referred to as first generation lease activity. The leasing of such space that we have previously held under lease is referred to as second generation lease activity. The total leasing activity for our consolidated rental properties, expressed in square feet of leases signed during the period, is as follows for the three months ended March 31, 2015 and 2014 , respectively (in thousands):



	Three Months Ended March 31,
	2015	2014
New Leasing Activity - First Generation	1,745	1,439
New Leasing Activity - Second Generation	914	2,544
Renewal Leasing Activity	3,582	1,677
Total Consolidated Leasing Activity	6,241	5,660
Unconsolidated Joint Venture Leasing Activity	897	370
Total Including Unconsolidated Joint Venture Leasing Activity	7,138	6,030

The decrease in new second generation leasing activity was largely due to strong renewal leasing volume and higher occupancy levels resulting in less vacant space to lease up.

The increase in renewal leasing activity, when compared to the three months ended March 31, 2014, was driven by an increase in the total square feet of leases up for renewal and an increased tenant retention rate for such leases. Our tenant retention rate for the three month period ended March 31, 2015 for consolidated properties increased to 77.6% from 65.1% for the corresponding period in 2014.

New Second Generation Leases

The following table sets forth the estimated costs of tenant improvements and leasing commissions, on a per square foot basis, that we are obligated to fulfill under the new second generation leases signed for our rental properties during the three months ended March 31, 2015 and 2014 , respectively (square feet data in thousands):



	Square Feet of New Second Generation Leases Signed		Average Term in Years		Estimated Tenant Improvement Cost per Square Foot		Leasing Commissions per Square Foot
	2015	2014	2015	2014	2015	2014	2015	2014
Three Months
Industrial	798	2,382	6.5	7.5	$2.58	$2.84	$1.64	$1.94
Office	105	148	5.3	5.7	$11.55	$19.25	$6.15	$5.16
Medical Office	11	14	5.3	6.0	$15.23	$20.68	$7.61	$8.68
Total Consolidated	914	2,544	6.3	7.4	$3.76	$3.89	$2.23	$2.16
Unconsolidated Joint Ventures	169	73	4.2	2.3	$8.44	$4.45	$7.30	$3.82
Total Including Unconsolidated Joint Ventures	1,083	2,617	6.0	7.2	$4.49	$3.91	$3.02	$2.21

Of the new second generation leases executed during the three months ended March 31, 2015, approximately 70,000 square feet were in properties sold as part of the Suburban Office Portfolio and Midwest Industrial Portfolio sales (see Note 12 to the Consolidated Financial Statements) in early April.

Lease Renewals

The following table summarizes our lease renewal activity within our rental properties for the three months ended March 31, 2015 and 2014 , respectively (square feet data in thousands):



	Square Feet of Leases Renewed		Percent of Expiring Leases Renewed				Average Term in Years		Growth (Decline) in Net Effective Rents*				Estimated Tenant Improvement Cost per Square Foot		Leasing Commissions per Square Foot
	2015	2014	2015		2014		2015	2014	2015		2014		2015	2014	2015	2014
Three Months
Industrial	3,480	1,511	78.5	%	66.1	%	7.4	4.1	10.0	%	8.1	%	$1.84	$0.26	$1.44	$0.65
Office	80	148	53.7	%	57.8	%	5.3	4.0	8.4	%	6.3	%	$5.79	$4.46	$5.00	$3.35
Medical Office	22	18	63.7	%	55.4	%	3.7	5.0	7.0	%	20.8	%	$4.06	$0.00	$1.68	$4.00
Total Consolidated	3,582	1,677	77.6	%	65.1	%	7.3	4.1	9.8	%	8.2	%	$1.95	$0.62	$1.52	$0.93
Unconsolidated Joint Ventures	277	284	88.8	%	63.5	%	2.0	2.3	(1.6	)%	6.9	%	$0.35	$0.27	$0.56	$0.68
Total Including Unconsolidated Joint Ventures	3,859	1,961	78.3	%	64.9	%	6.9	3.8	8.8	%	7.9	%	$1.83	$0.57	$1.46	$0.89
* Represents the percentage change in net effective rent between the original leases and the renewal leases. Net effective rents represent average annual base rental payments, on a straight-line basis for the term of each lease, excluding operating expense reimbursements.

Of the renewal leases executed during the three months ended March 31, 2015, approximately 524,000 square feet were in properties that were sold in early April as part of the Suburban Office Portfolio and Midwest Industrial Portfolio sales (see Note 12 to the Consolidated Financial Statements). Growth in net effective rents for the period ended March 31, 2015, for consolidated and joint venture properties combined, would have been 8.4% if those leases would have been excluded.

Lease Expirations

Our ability to maintain and improve occupancy rates and net effective rents primarily depends upon our continuing ability to re-lease expiring space. The table below reflects our consolidated in-service portfolio lease expiration schedule, excluding the leases in properties that were sold in the Suburban Office Portfolio and Midwest Industrial Portfolio sales in early April, at March 31, 2015 (in thousands, except percentage data and number of leases):



	Total Consolidated Portfolio					Industrial				Office				Medical Office
Year of Expiration	Square Feet		Ann. Rent Revenue*		Number of Leases	Square Feet		Ann. Rent Revenue*		Square Feet		Ann. Rent Revenue*		Square Feet		Ann. Rent Revenue*
Remainder of 2015	5,488		$	26,617	372	4,956		$	19,946	490		$	6,014	42		$	657
2016	11,892		52,634		374	11,004		40,011		688		8,552		200		4,071
2017	13,724		58,068		359	13,121		49,700		417		4,495		186		3,873
2018	11,175		54,937		320	10,211		38,845		579		6,360		385		9,732
2019	12,590		63,227		311	11,507		45,814		767		9,767		316		7,646
2020	12,609		63,383		208	11,813		50,248		372		4,186		424		8,949
2021	8,130		40,742		153	7,386		29,292		496		5,789		248		5,661
2022	6,862		31,940		95	6,476		24,445		65		731		321		6,764
2023	2,480		19,752		66	1,879		9,208		194		2,992		407		7,552
2024	7,327		38,430		55	6,843		29,912		358		5,256		126		3,262
2025 and Thereafter	18,547		129,043		110	15,870		69,010		482		6,161		2,195		53,872
Total Leased	110,824		$	578,773	2,423	101,066		$	406,431	4,908		$	60,303	4,850		$	112,039

Total Portfolio Square Feet	115,462					104,595				5,697				5,170
Percent Leased	96.0	%				96.6	%			86.2	%			93.8	%
* Annualized rental revenue represents average annual base rental payments, on a straight-line basis for the term of each lease, from space leased to tenants at the end of the most recent reporting period. Annualized rental revenue excludes additional amounts paid by tenants as reimbursement for operating expenses.

Information on current market rents can be difficult to obtain, is highly subjective, and is often not directly comparable between properties. As a result, we believe the increase or decrease in net effective rent on lease renewals, as previously defined, is the most objective and meaningful relationship between rents on leases expiring in the near-term and current market rents.

Acquisition Activity

Our decision process in determining whether or not to acquire a target property or portfolio of properties involves several factors, including expected rent growth, multiple yield metrics, property locations and expected demographic growth in each location, current occupancy of the target properties, tenant profile and remaining terms of the in-place leases in the target properties. We pursue both brokered and non-brokered acquisitions, and it is difficult to predict which markets and product types may present acquisition opportunities that align with our strategy. Because of the numerous factors considered in our acquisition decisions, we do not establish specific target yields for future acquisitions.

We acquired five properties during the year ended December 31, 2014 . We have not completed any significant acquisitions during the three months ended March 31, 2015. The following table summarizes the acquisition price, percent leased at time of acquisition and in-place yields, by product type, for these acquisitions (in thousands, except percentage data):



	Full Year 2014 Acquisitions
Type	Acquisition Price*		In-Place Yield**		Percent Leased at Acquisition Date***
Industrial	$	118,488	6.2	%	100.0	%
Medical Office	12,523		7.2	%	100.0	%
Total	$	131,011	6.3	%	100.0	%

* Includes real estate assets and net acquired lease-related intangible assets, including above or below market leases, but excludes other acquired working capital assets and liabilities.
** In-place yields of completed acquisitions are calculated as the current annualized net rental payments from space leased to tenants at the date of acquisition, divided by the acquisition price of the acquired real estate. Annualized net rental payments are comprised of base rental payments, excluding additional amounts payable by tenants as reimbursement for operating expenses, less current annualized operating expenses not recovered through tenant reimbursements.
*** Represents percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced, at the date of acquisition.

Disposition Activity

We regularly work to identify, consider and pursue opportunities to dispose of properties on an opportunistic basis and on a basis that is generally consistent with our strategic plans.

We sold 12 buildings during the three months ended March 31, 2015 and 29 buildings during the year ended December 31, 2014 . The following table summarizes the sales prices, in-place yields and percent leased, by product type, of these buildings (in thousands, except percentage data):



	Dispositions for the three months ended March 31, 2015						Full Year 2014 Dispositions
Type	Sales Price		In-Place Yield*		Percent Leased**		Sales Price		In-Place Yield*		Percent Leased**
Industrial	$	41,500	6.5	%	100.0	%	$	70,807	4.9	%	60.7	%
Office	19,378		10.2	%	66.7	%	348,990		7.5	%	89.3	%
Medical Office	20,400		6.8	%	100.0	%	57,400		6.5	%	100.0	%
Other	40,250		9.0	%	83.4	%	—		—	%	—	%
Total	$	121,528	8.0	%	87.1	%	$	477,197	7.0	%	76.8	%

* In-place yields of completed dispositions are calculated as current annualized net rental payments from space leased to tenants at the date of sale, divided by the sales price of the real estate. Annualized net rental payments are comprised of base rental payments, excluding additional amounts payable by tenants as reimbursement for operating expenses, less current annualized operating expenses not recovered through tenant reimbursements.
** Represents percentage of total square feet leased based on executed leases where the leases have commenced.

On April 1, 2015, we completed the Suburban Office Portfolio Sale, which includes all of the company’s wholly-owned, in-service suburban office properties located in Nashville, Raleigh, South Florida and St. Louis. One additional office asset currently under construction in Raleigh is expected to be sold upon completion in late 2015.

On April 8, 2015, we completed the Midwest Industrial Portfolio Sale which includes 51 non-strategic industrial properties, located in primarily Midwest markets.

Development

At March 31, 2015 , we had 5.4 million square feet of property under development with total estimated costs upon completion of $468.7 million compared to 7.5 million square feet with total estimated costs upon completion of $645.5 million at March 31, 2014 . The square footage and estimated costs include both consolidated properties and unconsolidated joint venture development activity at 100%.

The following table summarizes our properties under development at March 31, 2015 (in thousands, except percentage data):



Ownership Type	Square Feet	Percent Leased	Total Estimated Project Costs		Total Incurred to Date		Amount Remaining to be Spent
Consolidated properties	3,895	63%	$	407,290	$	181,438	$	225,852
Unconsolidated joint venture properties	1,480	37%	61,452		28,999		32,453
Total	5,375	55%	$	468,742	$	210,437	$	258,305

The development pipeline under construction, for consolidated properties, at March 31, 2015 includes one suburban office property that is under contract to sell upon completion to the same buyer as the Suburban Office Portfolio Sale.

Supplemental Performance Measures

In addition to net income (loss) computed in accordance with GAAP, we assess and measure the overall operating results of the General Partner and the Partnership using certain non-GAAP supplemental performance measures, which include (i) Funds From Operations ("FFO"), (ii) Property Level Net Operating Income - Cash Basis ("PNOI") and (iii) Same Property Net Operating Income - Cash Basis ("SPNOI").

These non-GAAP metrics are commonly used by industry analysts and investors as supplemental operating performance measures of REITs and are viewed by management to be useful indicators of operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Management believes that the

use of FFO, PNOI and SPNOI, combined with net income (which remains the primary measure of performance), improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful.

The most comparable GAAP measure to FFO is net income (loss) attributable to common shareholders or common unitholders, while the most comparable GAAP measure to PNOI and SPNOI is income from continuing operations before income taxes.

FFO, PNOI and SPNOI each exclude expenses that materially impact our overall results of operations and, therefore, should not be considered as a substitute for net income (loss) attributable to common shareholders or common unitholders, income from continuing operations before income taxes, or any other measures derived in accordance with GAAP. Furthermore, these metrics may not be comparable to other similarly titled measures of other companies.

Funds From Operations

The National Association of Real Estate Investment Trusts ("NAREIT") created FFO as a non-GAAP supplemental measure of REIT operating performance. FFO, as defined by NAREIT, represents GAAP net income (loss), excluding extraordinary items as defined under GAAP, gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures. We calculate FFO in accordance with the definition that was adopted by the Board of Governors of NAREIT.

Management believes that the use of FFO as a performance measure enables investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT's activity and assists them in comparing these operating results between periods or between different companies that use the NAREIT definition of FFO.

The following table shows a reconciliation of net income attributable to common shareholders or common unitholders to the calculation of FFO attributable to common shareholders or common unitholders for the three months ended March 31, 2015 and 2014 , respectively (in thousands):



	Three Months Ended March 31,
	2015			2014
Net income attributable to common shareholders of the General Partner	$	65,244		$	18,683
Add back: Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership	699			250
Net income attributable to common unitholders of the Partnership	65,943			18,933
Adjustments:
Depreciation and amortization	85,420			98,264
Company share of joint venture depreciation and amortization	4,928			6,396
Gains on depreciable property sales—wholly owned	(41,859		)	(35,605		)
Income tax expense triggered by depreciable property sales	1,484			5,651
Gains/losses on depreciable property sales—share of joint venture	(1,544		)	165
Funds From Operations attributable to common unitholders of the Partnership	$	114,372		$	93,804
Additional General Partner Adjustments:
Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership	(699		)	(250		)
Noncontrolling interest share of adjustments	(514		)	(991		)
Funds From Operations attributable to common shareholders of the General Partner	$	113,159		$	92,563

Property Level Net Operating Income - Cash Basis

PNOI is comprised of rental revenues from continuing operations less rental expenses and real estate taxes from continuing operations, along with certain other adjusting items that are detailed in the table below. As a performance metric that consists of only the cash-based revenues and expenses directly related to ongoing real estate rental operations, PNOI is narrower in scope than FFO.

PNOI, as we calculate it, may not be directly comparable to similarly titled, but differently calculated, measures for other REITs. We believe that PNOI is another useful supplemental performance measure, as it is an input in many REIT valuation models and it provides a means by which to evaluate the performance of the properties within our Rental Operations segments.

The major factors influencing PNOI are occupancy levels, acquisitions and sales, development properties that achieve stabilized operations, rental rate increases or decreases, and the recoverability of operating expenses. PNOI was calculated as follows for the three months ended March 31, 2015 and 2014 (in thousands):



	Three Months Ended March 31,
	2015			2014
Rental and related revenue from continuing operations - Rental Operations segments	$	212,791		$	207,667
Rental and real estate tax expenses from continuing operations - Rental Operations segments	(64,677		)	(69,573		)
Less adjusting items, continuing operations:
Straight-line rental income and expense, net	(6,697		)	(4,769		)
Revenues related to lease buyouts	(864		)	(2,695		)
Amortization of lease concessions and above and below market rents	1,713			2,211
Intercompany rents and other adjusting items	731			1,537
PNOI, Continuing Operations	$	142,997		$	134,378

A reconciliation of PNOI for our Rental Operations segments to income (loss) from continuing operations before income taxes is provided in Note 10 to the consolidated financial statements included in Part I, Item 1 of this Report. PNOI from continuing operations increased largely as the result of acquisitions and developments placed in service and improved occupancy, partially offset by the impact of property dispositions, as is described further in the Comparison of Three Months Ended March 31, 2015 to Three Months Ended March 31, 2014 , below.

Same Property Net Operating Income - Cash Basis

We also evaluate the performance of our properties, including our share of properties we jointly control, on a "same property" basis, using a metric referred to as SPNOI. We view SPNOI as a useful supplemental performance measure because it improves comparability between periods by eliminating the effects of changes in the composition of our portfolio.

On an individual property basis, with the exception that SPNOI includes revenues from lease buyouts that are individually less than $250,000, SPNOI is computed in a consistent manner as PNOI.

We have defined our same property portfolio, for the three months ended March 31, 2015 , as those properties that have been owned and in operation throughout the twenty-four months ended March 31, 2015 . In addition to excluding properties that have not been owned and in operation for the twenty-four months ended March 31, 2015 , we have also excluded properties from our same property portfolio where revenues from individual lease buyouts in excess of $250,000 have been recognized. A reconciliation of SPNOI to PNOI and income or loss from continuing operations before income taxes is presented as follows (in thousands):



	Three Months Ended March 31,						Percent
	2015			2014			Change
SPNOI	$	109,040		$	102,120		6.8%
Less share of SPNOI from unconsolidated joint ventures	(7,839		)	(7,627		)
Lease buyouts (same property population) excluded from computation of SPNOI	365			409
PNOI excluded from the same property population	35,192			27,053
Earnings from Service Operations	5,797			8,549
Rental Operations revenues and expenses excluded from PNOI	11,356			16,139
Non-Segment Items	(115,011		)	(136,498		)
Income (loss) from continuing operations before income taxes	$	38,900		$	10,145

The composition of the line items titled "Rental Operations revenues and expenses excluded from PNOI" and "Non-Segment Items" from the table above are shown in greater detail in Note 10 to the consolidated financial statements included in Part I, Item 1 of this Report.

We believe that the factors that impact SPNOI are generally the same as those that impact PNOI. The following table details the number of properties, square feet, average occupancy and cash rental rates for the properties included in SPNOI for the respective periods:



	Three Months Ended March 31,
	2015	2014
Number of properties	507	507
Square feet (in thousands) (1)	96,107	96,107
Average commencement occupancy percentage (2)	95.7%	93.0%
Average rental rate - cash basis (3)	$5.08	$5.00
(1) Includes the total square feet of the consolidated properties that are in the same property population as well as 5.6 million square feet of space for unconsolidated joint ventures, which represents our ratable share of the 16.6 million total square feet of space for buildings owned by unconsolidated joint ventures that are in the same property population.
(2) Commencement occupancy represents the percentage of total square feet where the leases have commenced.
(3) Represents the average annualized contractual rent per square foot for the three-month periods ended March 31, 2015 and 2014 for tenants in occupancy in properties in the same property population. Cash rent does not include the tenant's obligation to pay property operating expenses and real estate taxes. If a tenant was within a free rent period at March 31, 2015 or 2014 its rent would equal zero for purposes of this metric.

Results of Operations

A summary of our operating results and property statistics for the three months ended March 31, 2015 and 2014 , respectively, is as follows (in thousands, except number of properties and per share or Common Unit data):



	Three Months Ended March 31,
	2015		2014
Rental and related revenue from continuing operations	$	214,615	$	208,646
General contractor and service fee revenue	52,820		55,820
Operating income	88,200		59,069
General Partner
Net income attributable to common shareholders	$	65,244	$	18,683
Weighted average common shares outstanding	344,597		327,106
Weighted average common shares and potential dilutive securities	348,653		331,716
Partnership
Net income attributable to common unitholders	$	65,943	$	18,933
Weighted average Common Units outstanding	348,292		331,493
Weighted average Common Units and potential dilutive securities	348,653		331,716
General Partner and Partnership
Basic income per common share or Common Unit:
Continuing operations	$	0.11	$	0.00
Discontinued operations	$	0.08	$	0.06
Diluted income per common share or Common Unit:
Continuing operations	$	0.11	$	0.00
Discontinued operations	$	0.08	$	0.06
Number of in-service consolidated properties at end of period	615		616
In-service consolidated square footage at end of period	127,461		124,146
Number of in-service joint venture properties at end of period	85		106
In-service joint venture square footage at end of period	20,023		22,413

Comparison of Three Months Ended March 31, 2015 to Three Months Ended March 31, 2014

Rental and Related Revenue

The following table sets forth rental and related revenue from continuing operations by reportable segment for the three months ended March 31, 2015 and 2014 , respectively (in thousands):



	Three Months Ended March 31,
	2015		2014
Rental and related revenue:
Industrial	$	147,227	$	133,291
Office	25,135		38,978
Medical Office	40,028		33,310
Other	2,225		3,067
Total rental and related revenue from continuing operations	$	214,615	$	208,646
Rental and Related Revenue from Discontinued Operations	32,115		30,072
Total Rental and Related Revenue from Continuing and Discontinued Operations	$	246,730	$	238,718

The following factors contributed to the increase in rental and related revenue from continuing operations:


•	We acquired five properties and placed 29 developments in service from January 1, 2014 to March 31, 2015 , which provided incremental revenues of $15.0 million in the first quarter of 2015 , as compared to the same period in 2014 .


•	Increased occupancy and rental rates within our same property portfolio also contributed to the overall increase in rental and related revenues from continuing operations.

•

The sale of 28 properties since January 1, 2014, which did not meet the criteria to be classified within discontinued operations, partially offset the overall increase in rental and related revenue from continuing operations. The sale of these properties resulted in a $13.4 million decrease in rental and related revenue from continuing operations in the three months ended March 31, 2015, as compared to the same period in 2014.

Rental Expenses and Real Estate Taxes

The following table sets forth rental expenses and real estate taxes from continuing operations by reportable segment for the three months ended March 31, 2015 and 2014 , respectively (in thousands):



	Three Months Ended March 31,
	2015		2014
Rental expenses:
Industrial	$	17,085	$	18,372
Office	8,885		12,898
Medical Office	8,173		8,978
Other	1,981		1,793
Total rental expenses from continuing operations	$	36,124	$	42,041
Rental Expenses from Discontinued Operations	8,790		8,933
Total Rental Expenses from Continuing and Discontinued Operations	$	44,914	$	50,974
Real estate taxes:
Industrial	$	23,048	$	19,672
Office	2,980		4,868
Medical Office	4,498		3,938
Other	253		725
Total real estate tax expense from continuing operations	$	30,779	$	29,203
Real Estate Tax Expense from Discontinued Operations	3,596		3,470
Total Real Estate Tax Expense from Continuing and Discontinued Operations	$	34,375	$	32,673

Rental expenses from continuing operations decreased by $5.9 million in three months ended March 31, 2015 , compared to the same period in 2014 . The decreased rental expenses were primarily the result of lower snow removal and utility costs that resulted from the milder winter conditions in most of our markets during the three months ended March 31, 2015 compared to the same period in 2014. The incremental impact of acquisitions, developments and disposals since January 1, 2014, also contributed to the overall decrease in rental expenses from continuing operations.

Real estate taxes from continuing operations increased by $1.6 million in the first quarter of 2015 , compared to the same period in 2014 . The increased real estate tax expense was largely the result of increased tax rates and assessments across certain of our markets.

Service Operations

The following table sets forth the components of net earnings from the Service Operations reportable segment for the three months ended March 31, 2015 and 2014 , respectively (in thousands):



	Three Months Ended March 31,
	2015			2014
Service Operations:
General contractor and service fee revenue	$	52,820		$	55,820
General contractor and other services expenses	(47,023		)	(47,271		)
Net earnings from Service Operations	$	5,797		$	8,549

Service Operations primarily consist of the leasing, property management, asset management, development, construction management and general contractor services for joint venture properties and properties owned by third parties. Service Operations are heavily influenced by the current state of the economy, as leasing and property management fees are dependent upon occupancy, while construction and development services rely on the expansion of business operations of third-party property owners and joint venture partners. General contractor and service fee revenues decreased during the three months ended March 31, 2015 because the three months ended March 31, 2014 included two higher-margin third-party construction projects in the Chicago area that have since been substantially completed.

Depreciation and Amortization

Depreciation and amortization expense from continuing operations decreased from $88.3 million during the first quarter of 2014 to $81.9 million for the same period in 2015 , primarily due to shorter-lived assets from previous periods' acquisitions becoming fully depreciated.

Gain on Sale of Properties - Continuing Operations

Effective April 1, 2014, we early adopted Accounting Standards Update ("ASU") No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"), which resulted in fewer real estate sales being classified within discontinued operations. The $23.5 million recognized as gain on sale of properties in continuing operations for the three months ended March 31, 2015 is comprised of the gains from the sale of a retail property in Pennsylvania, four industrial properties in Minneapolis, MN and six office properties in Cleveland, OH. These properties did not meet the criteria for inclusion in discontinued operations under ASU 2014-08.

The $15.9 million recognized as gain on sale of properties in continuing operations for the three months ended March 31, 2014 is primarily comprised of the gain from the sale of one medical office property, prior to the adoption of ASU 2014-08. This property did not meet the criteria for inclusion in discontinued operations because of our continued involvement through a retained management agreement after the sale.

General and Administrative Expenses

General and administrative expenses consist of two components. The first component includes general corporate expenses, and the second component includes the indirect operating costs not allocated to, or absorbed by, the development or Rental Operations of our wholly-owned properties or our Service Operations. The indirect operating costs that are either allocated to, or absorbed by, the development or Rental Operations of our wholly owned properties, or our Service Operations, are primarily comprised of employee compensation, including related costs such as benefits and wage-related taxes, but also include other ancillary costs such as travel and information technology support. Total indirect operation costs, prior to any allocation or absorption, and general corporate expenses are collectively referred to as our overall pool of overhead costs.

Those indirect costs not allocated to or absorbed by these operations are charged to general and administrative expenses. We regularly review our total overhead cost structure relative to our leasing, development and construction volume and adjust the level of total overhead, generally through changes in our level of staffing in various functional departments, as necessary in order to control overall general and administrative expense.

General and administrative expenses increased from $14.7 million for the first quarter of 2014 to $17.0 million for the same period in 2015 . The following table sets forth the factors that led to the increase in general and administrative expenses (in millions):



General and administrative expenses - three-month period ended March 31, 2014	$	14.7
Increase to overall pool of overhead costs	0.4
Decreased absorption of costs by wholly owned leasing and development activities (1)	2.1
Increased allocation of costs to Service Operations and Rental Operations	(0.2		)
General and administrative expenses - three-month period ended March 31, 2015	$	17.0

(1) A decrease in our pipeline of properties under construction during the three months ended March 31, 2015 resulted in a lower level of absorption of overhead costs than during the three months ended March 31, 2014. We capitalized $9.0 million and $3.6 million of our total overhead costs to leasing and development, respectively, for consolidated properties during the three months ended March 31, 2015 , compared to capitalizing $8.3 million and $6.4 million of such costs, respectively, for the three months ended March 31, 2014 . Combined overhead costs capitalized to leasing and development totaled 28.4% and 33.2% of our overall pool of overhead costs for the three months ended March 31, 2015 and 2014 , respectively.

Interest Expense

Interest expense allocable to continuing operations increased from $49.3 million in the first quarter of 2014 to $49.6 million in the first quarter of 2015 . Although our overall average borrowings increased, in large part due to redeeming all of our outstanding preferred stock during 2014, interest expense was relatively consistent between periods due to a lower weighted average interest rate on our borrowings. We capitalized $3.1 million of interest costs during the three months ended March 31, 2015 compared to $4.2 million during the three months ended March 31, 2014 .

Discontinued Operations

The property-specific components of earnings that are classified as discontinued operations include rental revenues, rental expenses, real estate taxes, allocated interest expense and depreciation expense, as well as the net gain or loss on the disposition of the properties. The financial results for 61 real estate properties, which were classified as held-for-sale at March 31, 2015, were included in discontinued operations and were classified as such subsequent to the adoption of ASU 2014-08. We sold one property during the three months ended March 31, 2015, which was classified as held-for-sale and included in discontinued operations prior to the adoption of ASU 2014-08.

The operations of 74 buildings were classified as discontinued operations for both the three months ended March 31, 2015 and March 31, 2014 . These 74 buildings consist of 16 industrial, 56 office, and two medical office properties. As a result, we classified operating income, before gain on sales, of $10.2 million and $1.3 million in discontinued operations for the three months ended March 31, 2015 and 2014 , respectively.

Of the properties included in discontinued operations, one was sold during the first quarter of 2015 and 10 were sold during the first quarter of 2014 (all of these properties were classified within discontinued operations prior to the April 1, 2014 adoption of ASU 2014-08). The gains on disposal of these properties, and related income tax impact, are also reported in discontinued operations, as presented in Note 11 to the consolidated financial statements included in this Report.

Liquidity and Capital Resources

Sources of Liquidity

We expect to meet our short-term liquidity requirements over the next 12 months primarily through working capital, net cash provided by operating activities and proceeds received from real estate dispositions. Our short-term liquidity requirements include payments of dividends and distributions as well as the capital expenditures needed to maintain our current real estate assets. We had $453.0 million of outstanding borrowings on the Partnership's $1.2 billion unsecured line of credit at March 31, 2015 .

In addition to our existing sources of liquidity, we expect to meet long-term liquidity requirements, such as scheduled mortgage and unsecured debt maturities, property acquisitions, financing of development activities and other capital improvements, through multiple sources of capital including operating cash flow, proceeds from property dispositions, term loans and through accessing the public debt and equity markets.

Rental Operations

Cash flows from Rental Operations is our primary source of liquidity and provides a stable source of cash flow to fund operational expenses. We believe that this cash-based revenue stream is substantially aligned with revenue recognition (except for items such as periodic straight-line rental income accruals and amortization of above or below market rents) as cash receipts from the leasing of rental properties are generally received in advance of, or a short time following, the actual revenue recognition.

Although overall economic conditions have improved since the last economic recession, we remain subject to a number of risks related to general economic conditions, including reduced occupancy, tenant defaults and bankruptcies and potential reduction in rental rates upon renewal or re-letting of properties, any of which would result in reduced cash flow from operations.

Unsecured Debt and Equity Securities

We use the Partnership's unsecured line of credit (which is guaranteed by the General Partner) as a temporary source of capital to fund development activities, acquire additional rental properties and provide working capital.

At March 31, 2015 , we had on file with the SEC an automatic shelf registration statement on Form S-3 relating to the offer and sale, from time to time, of an indeterminate amount of debt and equity securities. Equity securities are offered and sold by the General Partner, and the net proceeds of such offerings are contributed to the Partnership in exchange for additional General Partner Units or Preferred Units. From time to time, we expect to issue additional securities under this automatic shelf registration statement to fund the repayment of long-term debt upon maturity and for other general corporate purposes.

The General Partner currently has an at the market equity program that allows it to issue new common shares from time to time, with an aggregate offering price of up to $175.0 million. During the three months ended March 31, 2015, the General Partner issued 233,000 common shares pursuant to its at the market offering program, generating gross proceeds of approximately $5.0 million and, after deducting commissions and other costs, net proceeds of approximately $4.9 million. The General Partner has a capacity of $126.3 million remaining under its current at the market equity program.

The Partnership has issued debt securities pursuant to certain indentures and related supplemental indentures, which also require us to comply with financial ratios and other covenants regarding our operations. We were in compliance with all such covenants, as well as applicable covenants under our unsecured line of credit, at March 31, 2015 .

Sale of Real Estate Assets

We regularly work to identify, consider and pursue opportunities to dispose of non-strategic properties on an opportunistic basis and on a basis that is generally consistent with our strategic plans. Our ability to dispose of such properties on favorable terms, or at all, is dependent upon a number of factors including the availability of credit to potential buyers to purchase properties at prices that we consider acceptable. Although we believe that we have demonstrated our ability to generate significant liquidity through the disposition of non-strategic properties, potential future adverse changes to general market and economic conditions could negatively impact our further ability to dispose of such properties.

We completed the disposition of two real estate portfolios in early April 2015, as described in Note 12 to the Consolidated Financial Statements.

Transactions with Unconsolidated Joint Ventures

Transactions with unconsolidated joint ventures also provide a source of liquidity. From time to time we will sell properties to unconsolidated joint ventures, while retaining a continuing interest in that entity, and receive proceeds commensurate to those interests that we do not own. Additionally, unconsolidated joint ventures will from time to time obtain debt financing or sell properties and will then distribute to us, and our joint venture partners, all or a portion of the proceeds from such transactions. During the three months ended March 31, 2015 , we received a sale distribution from an unconsolidated joint venture totaling $2.2 million .

Uses of Liquidity

Our principal uses of liquidity include the following:


•	property investment;


•	leasing/capital costs;


•	dividends and distributions to shareholders and unitholders;


•	long-term debt maturities;


•	opportunistic repurchases of outstanding debt and preferred stock; and


•	other contractual obligations.

Property Investment

It is our strategy, through new developments and, to a lesser extent, acquisitions to continue to increase our investment concentration in industrial properties while, through selective dispositions, reducing our investment concentration in suburban office properties in certain markets. Pursuant to this strategy, we evaluate development and acquisition opportunities based upon our market outlook, including general economic conditions, supply and long-term growth potential. Our ability to make future property investments, along with being dependent upon identifying suitable development and acquisition opportunities, is also dependent upon our continued access to our longer-term sources of liquidity, including issuances of debt or equity securities as well as generating cash flow by disposing of selected properties.

Leasing/Capital Costs

Tenant improvements and lease-related costs pertaining to our initial leasing of newly completed space, or vacant space in acquired properties, are referred to as first generation expenditures. Such first generation expenditures for tenant improvements are included within "development of real estate investments" in our Consolidated Statements of Cash Flows, while such expenditures for lease-related costs are included within "other deferred leasing costs."

Cash expenditures related to the construction of a building's shell, as well as the associated site improvements, are also included within "development of real estate investments" in our Consolidated Statements of Cash Flows.

Tenant improvements and leasing costs to re-let rental space that we previously leased to tenants are referred to as second generation expenditures. Building improvements that are not specific to any tenant but serve to improve integral components of our real estate properties are also second generation expenditures. One of the principal uses of our liquidity is to fund the second generation leasing/capital expenditures of our real estate investments.

The following table summarizes our second generation capital expenditures by type of expenditure, as well as capital expenditures for the development of real estate investments and for other deferred leasing costs (in thousands):



	Three Months Ended March 31,
	2015		2014
Second generation tenant improvements	$	8,281	$	10,445
Second generation leasing costs	9,080		8,942
Building improvements	135		244
Total second generation capital expenditures	$	17,496	$	19,631
Development of real estate investments	$	66,754	$	105,413
Other deferred leasing costs	$	13,122	$	8,706

We capitalized $9.0 million and $8.3 million of overhead costs related to leasing activities, including both first and second generation leases, during the three months ended March 31, 2015 and 2014 , respectively. We capitalized $3.6 million and $6.4 million of overhead costs related to development activities, including both development and tenant improvement projects on first and second generation space, during the three months ended March 31, 2015 and 2014 , respectively. Combined overhead costs capitalized to leasing and development totaled 28.4% and 33.2% of our overall pool of overhead costs for the three months ended March 31, 2015 and 2014 , respectively. Further discussion of the capitalization of overhead costs can be found herein, in the discussion of general and administrative expenses in the Comparison of Three Months Ended March 31, 2015 to Three Months Ended March 31, 2014 section of Management's Discussion and Analysis of Financial Condition and Results of Operations as well as in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations in our combined Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the SEC on February 20, 2015 .

In addition to the capitalization of overhead costs discussed above, we also capitalized $3.1 million and $4.2 million of interest costs in the three months ended March 31, 2015 and 2014 , respectively.

The following table summarizes our second generation capital expenditures by reportable operating segment (in thousands):



	Three Months Ended March 31,
	2015		2014
Industrial	$	9,553	$	9,855
Office	7,475		9,070
Medical Office	438		213
Non-reportable segments	30		493
Total	$	17,496	$	19,631

Both our first and second generation expenditures vary significantly between leases on a per square foot basis, dependent upon several factors including the product type, the nature of a tenant's operations, the specific physical characteristics of each individual property and the market in which the property is located.

Dividend and Distribution Requirements

The General Partner is required to meet the distribution requirements of the Internal Revenue Code of 1986, as amended (the "Code"), in order to maintain its REIT status. We paid dividends or distributions of $0.17 per common share or Common Unit in the first quarter of 2015 , and the General Partner's board of directors declared dividends or distributions of $0.17 per common share or Common Unit for the second quarter of 2015 . Our future dividends or distributions will be declared at the discretion of the General Partner's board of directors and will be subject to our future capital needs and availability.

Debt Maturities

Debt outstanding at March 31, 2015 had a face value totaling $4.5 billion with a weighted average interest rate of 4.91% and maturities at various dates through 2028. Of this total amount, we had $3.1 billion of unsecured debt, $919.4 million of secured debt and $453.0 million outstanding on our unsecured line of credit at March 31, 2015 . Scheduled principal amortization and maturities of such debt totaled $313.7 million for the three months ended March 31, 2015 .

The following table is a summary of the scheduled future amortization and maturities of our indebtedness at March 31, 2015 (in thousands, except percentage data, and including debt related to real estate assets that are classified as held-for-sale on the Consolidated Balance Sheets):



	Future Repayments
Year	Scheduled Amortization		Maturities		Total		Weighted Average Interest Rate of Future Repayments
Remainder of 2015	$	10,205	$	117,162	$	127,367	5.25	%
2016	11,852		518,132		529,984		6.14	%
2017	9,908		544,932		554,840		5.95	%
2018	7,855		300,000		307,855		6.08	%
2019	6,936		1,221,438		1,228,374		4.13	%
2020	5,381		250,000		255,381		6.73	%
2021	3,416		259,047		262,463		3.99	%
2022	3,611		600,000		603,611		4.20	%
2023	3,817		250,000		253,817		3.75	%
2024	4,036		300,000		304,036		3.92	%
2025	3,938		—		3,938		5.44	%
Thereafter	2,387		50,000		52,387		7.24	%
	$	73,342	$	4,410,711	$	4,484,053	4.91	%

We anticipate generating capital to fund our debt maturities by using undistributed cash generated from our Rental Operations and property dispositions and by raising additional capital from future debt or equity transactions.

Repurchases of Outstanding Debt and Preferred Stock

To the extent that it supports our overall capital strategy, we may purchase certain of our outstanding unsecured debt prior to its stated maturity.

In March 2015, the Partnership commenced a tender offer (the "Tender Offer") to purchase for a combined aggregate purchase price (exclusive of accrued and unpaid interest) of up to $500.0 million among certain of its outstanding series of unsecured notes. A portion of the proceeds from the Suburban Office Portfolio Sale were used to fund this Tender Offer, which resulted in the repurchase of notes having a face value of $424.9 million , for a cash payment of $500.0 million . The repurchase was completed on April 3, 2015.

Historical Cash Flows

Cash and cash equivalents were $17.8 million and $19.5 million at March 31, 2015 and 2014 , respectively. The following table highlights significant changes in net cash associated with our operating, investing and financing activities (in millions):



	Three Months Ended March 31,
	2015			2014
General Partner
Net Cash Provided by Operating Activities	$	42.7		$	59.1
Net Cash Used for Investing Activities	$	(22.6	)	$	(74.9	)
Net Cash Provided by (Used for) Financing Activities	$	(20.2	)	$	16.0

Partnership
Net Cash Provided by Operating Activities	$	42.7		$	59.1
Net Cash Used for Investing Activities	$	(22.6	)	$	(74.9	)
Net Cash Provided by (Used for) Financing Activities	$	(20.2	)	$	16.0

Operating Activities

The receipt of rental income from Rental Operations continues to be our primary source of operating cash flows. The decrease in cash flows from operations noted in the table above was due to the timing of cash receipts from our Rental Operations.

Investing Activities

Investing activities are one of the primary uses of our liquidity. Development and acquisition activities typically generate additional rental revenues and provide cash flows for operational requirements. Highlights of significant cash sources and uses are as follows:


•	During the three months ended March 31, 2015 , we paid cash of approximately $890,000 for real estate acquisitions, compared to $17.2 million and $2.3 million , respectively, for real estate and undeveloped land acquisitions in the same period in 2014 .


•	Real estate development costs were $66.8 million during the three months ended March 31, 2015 , compared to $105.4 million for the same period in 2014 .


•	Sales of land and depreciated property provided $109.9 million in net proceeds for the three months ended March 31, 2015 , compared to $70.7 million for the same period in 2014 .


•	For the three months ended March 31, 2015 , we received $2.2 million in capital distributions from unconsolidated joint ventures, compared to $2.5 million during the same period in 2014 .

Financing Activities

The following items highlight some of the factors that account for the difference in net cash flow related to financing activities in the first three months of 2015 , compared to the same period in 2014 :


•	For the three months ended March 31, 2015 , we increased net borrowings on the Partnership's unsecured line of credit by $347.0 million , compared to a $92.0 million increase in net borrowings for the same period in 2014 .


•	During the three months ended March 31, 2015, the General Partner repaid eight secured loans totaling $60.2 million that had a weighted average stated interest rate of 5.30%, compared to repaying one secured loan totaling $18.1 million that had a stated interest rate of 5.14% during the three months ended March 31, 2014.


•	Changes in book overdrafts are classified as financing activities within our Consolidated Statements of Cash Flows. There were book overdrafts of $8.8 million at March 31, 2015 , compared to $16.1 million at March 31, 2014 .


•	During the three months ended March 31, 2014, the General Partner opportunistically repurchased preferred shares from all outstanding series in the open market in order to take advantage of the significant discounts

at which they were trading. In total, the General Partner repurchased preferred shares having a redemption value of approximately $18.8 million for $17.7 million.

Contractual Obligations

Aside from changes in long-term debt, there have not been material changes in our outstanding commitments since December 31, 2014 , as previously discussed in our 2014 Annual Report on Form 10-K.

Off Balance Sheet Arrangements - Investments in Unconsolidated Companies

We analyze our investments in unconsolidated joint ventures to determine if they meet the criteria for classification as a variable interest entity (a "VIE") and would require consolidation. We (i) evaluate the sufficiency of the total equity at risk, (ii) review the voting rights and decision-making authority of the equity investment holders as a group and whether there are any guaranteed returns, protection against losses, or capping of residual returns within the group and (iii) establish whether activities within the venture are on behalf of an investor with disproportionately few voting rights in making this VIE determination. To the extent that we (i) are the sole entity that has the power to direct the activities of the VIE and (ii) have the obligation or rights to absorb the VIE's losses or receive its benefits, then we would be determined to be the primary beneficiary of the VIE and would consolidate it. At the end of each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary beneficiary. To the extent that our joint ventures do not qualify as VIEs, we further assess each joint venture partner's substantive participating rights to determine if the venture should be consolidated.

We have equity interests in unconsolidated partnerships and limited liability companies that primarily own and operate rental properties and hold land for development. These unconsolidated joint ventures are primarily engaged in the operations and development of industrial, office and medical office real estate properties. These investments provide us with increased market share and tenant and property diversification. The equity method of accounting is used for these investments in which we have the ability to exercise significant influence, but not control, over operating and financial policies. As a result, the assets and liabilities of these entities are not included on our balance sheet. Our investments in and advances to unconsolidated subsidiaries represented approximately 4% of our total assets at both March 31, 2015 and December 31, 2014 . Total assets of our unconsolidated subsidiaries were $1.5 billion and $1.6 billion at March 31, 2015 and December 31, 2014 , respectively. The combined revenues of our unconsolidated subsidiaries totaled $49.9 million and $61.3 million for the three months ended March 31, 2015 and 2014 , respectively.

We have guaranteed the repayment of certain secured and unsecured loans of our unconsolidated subsidiaries. The outstanding balances on the guaranteed portion of these loans totaled $71.7 million at March 31, 2015 .

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to interest rate changes primarily as a result of our line of credit and our long-term borrowings. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we borrow primarily at fixed rates. We do not enter into derivative or interest rate transactions for speculative purposes. We have one outstanding swap, which fixes the rate on one of our variable rate loans and is not significant to our financial statements at March 31, 2015 .

Our interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts (in thousands and including debt related to real estate assets that are classified as held-for-sale on the Consolidated Balance Sheets) of the expected annual maturities, weighted average interest rates for the average debt outstanding in the specified period, fair values (in thousands) and other terms required to evaluate the expected cash flows and sensitivity to interest rate changes.



	Remainder of 2015			2016			2017			2018			2019			Thereafter			Face Value			Fair Value
Fixed rate secured debt	$	125,384		$	377,314		$	102,017		$	4,870		$	272,215		$	32,235		$	914,035		$	999,944
Weighted average interest rate	5.24		%	5.91		%	5.96		%	6.47		%	7.63		%	5.93		%	6.34		%
Variable rate secured debt	$	300		$	300		$	300		$	300		$	300		$	1,900		$	3,400		$	3,400
Weighted average interest rate	0.10		%	0.10		%	0.10		%	0.10		%	0.10		%	0.10		%	0.10		%
Fixed rate unsecured debt	$	1,683		$	152,370		$	452,523		$	302,685		$	252,859		$	1,701,498		$	2,863,618		$	3,128,482
Weighted average interest rate	6.26		%	6.71		%	5.95		%	6.08		%	8.35		%	4.50		%	5.36		%
Variable rate unsecured notes	$	—		$	—		$	—		$	—		$	250,000		$	—		$	250,000		$	250,000
Rate at March 31, 2015	N/A			N/A			N/A			N/A			1.33%			N/A			1.33		%
Variable rate unsecured line of credit	$	—		$	—		$	—		$	—		$	453,000		$	—		$	453,000		$	453,000
Rate at March 31, 2015	N/A			N/A			N/A			N/A			1.23		%	N/A			1.23		%

As the above table incorporates only those exposures that existed at March 31, 2015 , it does not consider those exposures or positions that could arise after that date. As a result, the ultimate impact of interest rate fluctuations will depend on future exposures that arise, our hedging strategies at that time to the extent we are party to interest rate derivatives and interest rates. Interest expense on our unsecured line of credit and our variable rate unsecured notes will be affected by fluctuations in the LIBOR indices as well as changes in our credit rating. The interest rate at such point in the future as we may renew, extend or replace our unsecured line of credit will be heavily dependent upon the state of the credit environment.

Item 4. Controls and Procedures

Control and Procedures (General Partner)

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. These disclosure controls and procedures are further designed to ensure that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon the foregoing, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.

(b) Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Controls and Procedures (Partnership)

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. These disclosure controls and procedures are further designed to ensure that such information is accumulated and communicated to management, including the General Partner's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of management, including the General Partner's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon the foregoing, the General Partner's Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.

(b) Changes in Internal Control over Financial Reporting

Part II - Other Information

Item 1. Legal Proceedings

From time to time, we are parties to a variety of legal proceedings and claims arising in the ordinary course of our businesses. While these matters generally are covered by insurance, there is no assurance that our insurance will cover any particular proceeding or claim. We are not subject to any material pending legal proceedings other than routine litigation arising in the ordinary course of business. We presently believe that all of these proceedings to which we were subject as of March 31, 2015 , taken as a whole, will not have a material adverse effect on our liquidity, business, financial condition or results of operations.

Item 1A. Risk Factors

In addition to the information set forth in this Report, you also should carefully review and consider the information contained in our other reports and periodic filings that we make with the SEC, including, without limitation the information contained under the caption "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014 . The risks and uncertainties described in our 2014 Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we presently deem to be immaterial, also may materially adversely affect our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Unregistered Sales of Equity Securities

None

(b) Use of Proceeds

None

From time to time, we repurchase our securities under a repurchase program that initially was approved by the General Partner's board of directors and publicly announced in October 2001 (the "Repurchase Program").

On January 28, 2015, the General Partner's board of directors adopted a resolution that amended and restated the Repurchase Program and delegated authority to management to repurchase a maximum of $100.0 million of the General Partner's common shares, $500.0 million of the Partnership's debt securities and $500.0 million of the General Partner's preferred shares, subject to the prior notification of the Chairman of the Finance Committee of the board of directors of planned repurchases within these limits (the "January 2015 Resolutions"). We did not repurchase any securities through the Repurchase Program during the quarter ended March 31, 2015 and the maximum amounts set forth under the January 2015 Resolutions for the repurchase of common shares, debt securities and preferred shares are remaining in the Repurchase Program.

Item 3. Defaults upon Senior Securities

During the period covered by this Report, we did not default under the terms of any of our material indebtedness.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the period covered by this Report, there was no information required to be disclosed by us in a Current Report on Form 8-K that was not so reported, nor were there any material changes to the procedures by which our security holders may recommend nominees to the General Partner's board of directors.

Item 6. Exhibits

(a) Exhibits




3.1			Sixth Amended and Restated Articles of Incorporation of the General Partner (filed as Exhibit 3.1 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on January 5, 2015, and incorporated herein by this reference).

3.2			Fourth Amended and Restated Bylaws of the General Partner (filed as Exhibit 3.2 to the General Partner's Current Report on Form 8-K as filed with the SEC on July 30, 2009, and incorporated herein by this reference).

3.3			Certificate of Limited Partnership of the Partnership, dated September 17, 1993 (filed as Exhibit 3.1(i) to the Partnership's Annual Report on Form 10-K for the year ended December 31, 2006 as filed with the SEC on March 13, 2007, and incorporated herein by this reference) (File No. 000-20625).

3.4 (i)			Fifth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.2 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on May 5, 2014, and incorporated herein by this reference).

3.4 (ii)			First Amendment to Fifth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.2 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on August 6, 2014, and incorporated herein by this reference).

3.4 (iii)			Second Amendment to Fifth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.2 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on December 16, 2014, and incorporated herein by this reference).

3.4 (iv)			Third Amendment to Fifth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.2 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on January 5, 2015, and incorporated herein by this reference).

3.4 (v)			Fourth Amendment to Fifth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.1 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on January 29, 2015, and incorporated herein by this reference).

10.1			Agreement of Purchase and Sale (Pool I) by and among the Partnership, the other entities controlled or affiliated with the Partnership and SOF-X U.S. Acquisitions, L.L.C., dated as of January 16, 2015.*

10.2			Agreement of Purchase and Sale (Pool II) by and among the Partnership, the other entities controlled or affiliated with the Partnership and SOF-X U.S. Acquisitions, L.L.C., dated as of January 16, 2015.*

10.3			Agreement of Purchase and Sale (Pool III) by and among the Partnership, the other entities controlled or affiliated with the Partnership and SOF-X U.S. Acquisitions, L.L.C., dated as of January 16, 2015.*

10.4			Agreement of Purchase and Sale (Pool IV) by and among the Partnership, the other entities controlled or affiliated with the Partnership and SOF-X U.S. Acquisitions, L.L.C., dated as of January 16, 2015.*

10.5			The Company's 2015 Non-Employee Directors Compensation Plan.*#

10.6			Form of Long Term Incentive Plan Restricted Stock Unit Award Certificate for Non-Employee Directors.*#

10.7			Form of Long Term Incentive Plan Restricted Stock Unit Award Certificate for new Non-Employee Directors.*#

10.8			First Amendment to Duke Realty Corporation 2010 Performance Share Plan, a subplan of the 2005 Long-Term Incentive Plan (filed as Exhibit 10.1 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on January 29, 2015, and incorporated herein by this reference).#

10.9			Form of 2010 Performance Share Plan LTIP Unit Award Agreement (filed as Exhibit 10.3 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on January 29, 2015, and incorporated herein by this reference).#

10.10			Form of LTIP Unit Award Agreement (filed as Exhibit 10.2 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on January 29, 2015, and incorporated herein by this reference).#



11.1			Statement Regarding Computation of Earnings.***

12.1			Statement of Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of the General Partner.*

12.2			Statement of Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Distributions of the Partnership.*

31.1			Rule 13a-14(a) Certification of the Chief Executive Officer of the General Partner.*

31.2			Rule 13a-14(a) Certification of the Chief Financial Officer of the General Partner.*

31.3			Rule 13a-14(a) Certification of the Chief Executive Officer for the Partnership.*

31.4			Rule 13a-14(a) Certification of the Chief Financial Officer for the Partnership.*

32.1			Section 1350 Certification of the Chief Executive Officer of the General Partner.**

32.2			Section 1350 Certification of the Chief Financial Officer of the General Partner.**

32.3			Section 1350 Certification of the Chief Executive Officer for the Partnership.**

32.4			Section 1350 Certification of the Chief Financial Officer for the Partnership.**

101			The following materials from the General Partner's and the Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Changes in Equity, and (v) the Notes to Consolidated Financial Statements.



*	Filed herewith.



#	Represents management contract or compensatory plan or arrangement.



**	The certifications attached as Exhibits 32.1, 32.2, 32.3 and 32.4 accompany this Quarterly Report on Form 10-Q and are "furnished" to the Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed "filed" by the General Partner or the Partnership, respectively, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.



***	Data required by Financial Accounting Standards Board Auditing Standards Codification No. 260 is provided in Note 9 to the Consolidated Financial Statements included in this report.

SIGNATURES

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 thereunto duly authorized.




		DUKE REALTY CORPORATION

		/s/ Dennis D. Oklak
		Dennis D. Oklak
		Chairman and Chief Executive Officer

		/s/ Mark A. Denien
		Mark A. Denien
		Executive Vice President and Chief Financial Officer




		DUKE REALTY LIMITED PARTNERSHIP
		By: DUKE REALTY CORPORATION, its general partner

		/s/ Dennis D. Oklak
		Dennis D. Oklak
		Chairman and Chief Executive Officer of the General Partner

		/s/ Mark A. Denien
		Mark A. Denien
		Executive Vice President and Chief Financial Officer of the General Partner


Date:	May 1, 2015

Exhibit 10.1

AGREEMENT OF PURCHASE AND SALE (POOL I)

among

THE SELLERS NAMED HEREIN

and

SOF-X U.S. ACQUISITIONS, L.L.C.

Dated as of January 16, 2015

TABLE OF CONTENTS



	Page
Exhibits	iv
ARTICLE I DEFINITIONS	1
Section 1.1 Defined Terms	1
ARTICLE II SALE, CONSIDERATION AND CLOSING	12
Section 2.1 Sale of Assets	12
Section 2.2 Gross Asset Value; Earnest Money.	13
Section 2.3 Earnest Money	14
Section 2.4 The Closing	15
Section 2.5 Allocated Asset Value.	15
ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS	16
Section 3.1 General Seller Representations and Warranties	16
Section 3.2 Representations and Warranties of the Sellers as to the Assets	18
Section 3.3 Operations Prior to Closing	20
Section 3.4 Tenant Estoppels.	25
Section 3.5 Owners’ Associations and REAs	27
Section 3.6 Inaccurate Representation or Warranty	28
Section 3.7 Cooperation with Financing.	28
Section 3.8 Easements.	28
Section 3.9 SNDAs	28
Section 3.10 Non-Compete Agreement	29
Section 3.11 Florida Tax Liability; Compliance Certificate; Indemnity	29
Section 3.12 Sawgrass Conveyance	29
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER	30
Section 4.1 Representations and Warranties of the Buyer	30
ARTICLE V CONDITIONS PRECEDENT TO CLOSING	31
Section 5.1 Conditions Precedent to Sellers’ Obligations	31
Section 5.2 Conditions Precedent to the Buyer’s Obligations	32
ARTICLE VI CLOSING DELIVERIES	34
Section 6.1 Buyer Deliveries	34
Section 6.2 Sellers Deliveries.	35
ARTICLE VII INSPECTION	38
Section 7.1 General Right of Inspection	38
Section 7.2 Document Inspection; Contracts	39
Section 7.3 Formal Inspection Period	39
Section 7.4 Confidentiality	39
Section 7.5 Examination	40
Section 7.6 Effect and Survival of Disclaimer and Release	41



ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS	41
Section 8.1 Permitted Exceptions	41
Section 8.2 Title Report.	41
Section 8.3 Use of Cash Consideration Amount to Discharge Title Exceptions	41
Section 8.4 Inability to Convey	41
Section 8.5 Rights in Respect of Inability to Convey	42
Section 8.6 Voluntary Title Exceptions; Monetary Title Exceptions	43
Section 8.7 Buyer’s Right to Accept Title	43
Section 8.8 Cooperation	44
ARTICLE IX TRANSACTION COSTS; RISK OF LOSS	44
Section 9.1 Transaction Costs	44
Section 9.2 Risk of Loss.	45
ARTICLE X ADJUSTMENTS PROPOSED	45
Section 10.1 Taxes.	46
Section 10.2 Fixed Rents, Additional Rents and Security Deposits.	47
Section 10.3 Water and Sewer Charges	48
Section 10.4 Utility Charges	49
Section 10.5 Contracts	49
Section 10.6 Miscellaneous Revenues	49
Section 10.7 Leasing Costs.	49
Section 10.8 Owners’ Association Assessments.	50
Section 10.9 INTENTIONALLY OMITTED	50
Section 10.10 INTENTIONALLY OMITTED	50
Section 10.11 INTENTIONALLY OMITTED	50
Section 10.12 General	50
Section 10.13 Re-Adjustment	51
ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY	51
Section 11.1 Survival of Obligations; Liability of Sellers	51
Section 11.2 Liability of Buyer	51
Section 11.3 Cap on Liability	52
Section 11.4 Survival	52
ARTICLE XII TAX CERTIORARI PROCEEDINGS	52
Section 12.1 Prosecution and Settlement of Proceedings	52
Section 12.2 Application of Refunds or Savings	52
Section 12.3 Survival	53
ARTICLE XIII DEFAULT	53
Section 13.1 Buyer Default	53
Section 13.2 Seller Default.	54
Section 13.3 Material Defects Arising Prior to the Closing.	55
Section 13.4 Buyer Default (Perimeter)	56
Section 13.5 Seller Default (Perimeter)	57



Section 13.6 Limitation on Liability	57
ARTICLE XIV MISCELLANEOUS	58
Section 14.1 Use of Duke Name	58
Section 14.2 Joint and Several Liability	58
Section 14.3 Brokers.	59
Section 14.4 Confidentiality; Press Release; IRS Reporting Requirements.	59
Section 14.5 Escrow Provisions.	60
Section 14.6 Successors and Assigns; No Third-Party Beneficiaries	61
Section 14.7 Assignment	61
Section 14.8 Further Assurances	61
Section 14.9 Notices	61
Section 14.10 Entire Agreement	63
Section 14.11 Amendments	63
Section 14.12 No Waiver	63
Section 14.13 Governing Law	63
Section 14.14 Submission to Jurisdiction	63
Section 14.15 Severability	64
Section 14.16 Section Headings	64
Section 14.17 Counterparts	64
Section 14.18 Construction	64
Section 14.19 Recordation	64
Section 14.20 INTENTIONALLY OMITTED.	64
Section 14.21 Exclusivity.	64
Section 14.22 Attorney’s Fees.	64
Section 14.23 Like Kind Exchange	65
Section 14.24 Disclosure	65
Section 14.25 Waiver of Trial by Jury	65
Section 14.26 Date for Performance	65
Section 14.27 Time of the Essence	65
Section 14.28 Adjournment of Closing	65
Section 14.29 Failure to Obtain Waiver	65
Section 14.30 Post Closing Tenant Finish	66
Section 14.31 INTENTIONALLY OMITTED	66
Section 14.32 Perimeter Four	66
Section 14.33 INTENTIONALLY OMITTED	73

iii



Exhibits
Exhibit A -	Form of Tenant Estoppel
Exhibit B -	Form of Assignment of Leases
Exhibit C -	Form of Assignment of Contracts
Exhibit D -	Form of Tenant Notice
Exhibit E -	Intentionally Omitted
Exhibit F -	Buyer’s Closing Certificate
Exhibit G -	Form of Deed
Exhibit H -	Form of Bill of Sale
Exhibit I -	Form of Broker Lien Waiver
Exhibit J -	Form of Assignment of Asset-Related Property
Exhibit K -	Seller’s Closing Certificate
Exhibit L -	Form of FIRPTA Certificate
Exhibit M -	Intentionally Omitted
Exhibit N -	Non-Compete Agreement Term Sheet
Exhibit O -	Form of General Contractor’s Warranty
Exhibit P -	Form of Title Affidavit



Schedules
Schedule A -	Seller and Properties
Schedule B -	Intentionally Omitted
Schedule C -	Assumed Contracts
Schedule D -	Knowledge Parties
Schedule 2.1(b)(iii) -	Personal Property
Schedule 3.1(c) -	Consents
Schedule 3.1(d) -	Conflicts
Schedule 3.2(b) -	Material Contracts
Schedule 3.2 (c) -	Leases
Schedule 3.2(c)(i) -	Tenant Improvements and Other Construction Work
Schedule 3.2(c)(ii) -	Tenant Defaults
Schedule 3.2(d) -	Leasing and Brokerage Commissions and Agreements
Schedule 3.2(e) -	Casualties and Condemnations
Schedule 3.2(j) -	Building/Zoning Violations
Schedule 3.2(r) -	Intentionally Omitted
Schedule 3.2(u) -	Security Deposits Held by the Sellers
Schedule 3.2(v) -	Delinquency Reports
Schedule 3.3(h)(ii) -	December 11, 2014 Through Closing Date Lease Agreements
Schedule 3.5(b)(ii) -	Intentionally Omitted
Schedule 3.5(b)(iii) -	Intentionally Omitted
Schedule 7.1 -	Designated Employees
Schedule 14.3 -	Brokers
Schedule 14.33 -	Secured Properties

AGREEMENT OF PURCHASE AND SALE (POOL I)

AGREEMENT OF PURCHASE AND SALE (POOL I) (this “ Agreement ”), made as of the 16th day of January, 2015 by and between each of the entities listed in the column entitled “ Sellers ” on Schedule A attached hereto and made a part hereof (individually, a “ Seller ”; collectively, the “ Sellers ”) and SOF-X U.S. Acquisitions, L.L.C., a Delaware limited liability company (the “ Buyer ”).

Background

A. The applicable Sellers are the owners of the Land and the buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule A attached hereto and made a part hereof (individually a “ Property ”; collectively, the “ Properties ”).

A. The Properties listed on Schedule A (collectively, the “ Asset Schedule ”), together with the Asset-Related Property (as defined below) with respect to each Property shall be referred to herein, collectively, as the “ Assets ”.

B. The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Assets on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms The capitalized terms used herein will have the following meanings.

“ Additional Rent(s) ” shall have the meaning assigned thereto in subsection 10.2(a).

“ Adjusted Gross Asset Value ” shall have the meaning assigned thereto in subsection 2.2(a).

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with, such first Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“ Affiliate Leasing and Brokerage Agreements ” shall have the meaning given thereto in Section 3.2(d) hereof.

“ Agreement ” shall mean this Agreement of Purchase and Sale (Pool I) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time.

“ Allocated Asset Value ” shall have the meaning assigned thereto in Section 2.5.

“ Anti-Money Laundering and Anti-Terrorism Laws ” shall have the meaning assigned thereto in Section 3.1(f)(i).

“ Applicable Law ” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“ Architect Agreement ” shall mean that certain agreement dated September 11, 2013, by and between Duke Realty Limited Partnership and the Perimeter Architect, with respect to the Perimeter Improvements.

“ Asset-Related Property ” shall have the meaning assigned thereto in subsection 2.1(b).

“ Asset Schedule ” shall have the meaning assigned thereto in “Background” paragraph B.

“ Asset Specific Default ” shall have the meaning assigned thereto in subsection 13.3(a).

“ Assets ” shall have the meaning assigned thereto in “Background” paragraph B.

“ Assignment of Asset-Related Property ” shall have the meaning assigned thereto in subparagraph 6.2(c)(iv).

“ Assignment of Contracts ” shall have the meaning assigned thereto in subparagraph 6.1(a)(ii).

“ Assignment of Leases ” shall have the meaning assigned thereto in subparagraph 6.1(a)(i).

“ Assumed Contracts ” shall have the meaning assigned thereto in subsection 7.2(b).

“ Basket ” shall have the meaning assigned thereto in Section 11.3.

“ Bill of Sale ” shall have the meaning assigned thereto in subparagraph 6.2(c)(ii).

“ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“ Buyer ” shall have the meaning assigned thereto in the Preamble to this Agreement.

“ Buyer Architect ” shall have the meaning assigned thereto in subsection 14.32(b).

“ Buyer Exclusion Notice ” shall have the meaning assigned thereto in subsection 13.3(a).

“ Buyer-Related Entities ” shall have the meaning assigned thereto in Section 11.1.

“ Buyer Surviving Representations and Covenants ” shall have the meaning assigned thereto in Section 11.2.

“ Cap ” shall have the meaning assigned thereto in Section 11.3.

“ Cash Basis ” shall have the meaning assigned thereto in Section 10.1.

“ Cash Consideration Amount ” shall have the meaning assigned thereto in subsection 2.2(a).

“ Channeladvisor Lease ” shall have the meaning assigned thereto in subsection 14.32(a).

“ Closing Documents ” shall mean any, certificate, instrument or other document delivered pursuant to Article VI of this Agreement.

“ Closing ” shall have the meaning assigned thereto in subsection 2.4(a).

“ Closing Date ” shall have the meaning assigned thereto in subsection 2.4(a).

“ Closing Statement ” shall have the meaning assigned thereto in subparagraph 6.1(d)(i).

“ Closing Year ” shall have the meaning assigned thereto in subsection 10.2(b).

“ Confidentiality Agreement ” shall mean that Confidentiality Letter Agreement dated as of October 10, 2014, made by Vanderbilt Partners and Trinity Capital Acquisitions LLC in favor of Duke Realty Limited Partnership.

“ Contractor Warranty ” shall have the meaning assigned thereto in subsection 14.32(h)(iv).

“ Contracts ” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“ Controls Inspection Reports ” shall have the meaning assigned thereto in subsection 14.32(b).

“ Deed ” shall have the meaning assigned thereto in subsection 6.2(a).

“ Delinquency Report ” shall mean that report attached hereto as Schedule 3.2(v) .

“ Designated Employees ” shall have the meaning assigned thereto in Section 7.1.

“ Designated Subsidiary ” shall have the meaning assigned thereto in Section 14.7.

“ Dissolved Sawgrass Entities ” shall have the meaning assigned thereto in Section 3.12.

“ Duke Lease ” shall mean a lease agreement for each Duke Leased Space in the forms to be agreed upon between Buyer and Seller prior to the Inspection Date.

“ Duke Leased Space ” shall mean the space leased by Seller at the Assets pursuant to a Duke Lease.

“ Earnest Money ” shall have the meaning assigned thereto in Section 2.3.

“ Environmental Claims ” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“ Environmental Laws ” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including, without limitation, (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (“ CERCLA ”), (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (“ RCRA ”), (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42 U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“ Environmental Liabilities ” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including, without limitation, any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“ Escrow Account ” shall have the meaning assigned thereto in subsection 14.5(a).

“ Escrow Agent ” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, IL 60602.

“ Escrow Period ” shall have the meaning assigned thereto in Section 10.7.

“ Executive Order ” shall have the meaning assigned thereto in subsection 3.1(f)(i).

“ Existing Lease ” shall have the meaning assigned thereto in Section 10.7.

“ Fixed Rents ” shall have the meaning assigned thereto in subsection 10.2(a).

“ Force Majeure Delays ” shall have the meaning assigned thereto in subsection 14.32(c).

“ Governmental Authority ” shall mean any federal, state or local government or other political subdivision thereof, including, without limitation, any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“ Government List ” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“ Gross Asset Value ” shall have the meaning assigned thereto in subsection 2.2(a).

“ GSA ” shall mean the General Services Administration.

“ Hazardous Substances ” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including, without limitation, asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“ Incomplete TI Work ” shall have the meaning assigned thereto in Section 14.30.

“ Inspection Date ” means 5:00 p.m. Eastern Time on January 27, 2015.

“ Inspection Period ” means the period of time commencing as of the date of that certain letter of intent, dated December 17, 2014, executed by Vanderbilt Partners LLC, Trinity

Capital Acquisitions, LLC and Starwood Capital Group Holdings, LLC, and ending on the Inspection Date.

“ Intangible Property ” shall have the meaning assigned thereto in subparagraph 2.1(b)(vi).

“ IRS ” shall mean the Internal Revenue Service.

“ IRS Reporting Requirements ” shall have the meaning assigned thereto in subsection 14.4(c).

“ Land ” means the land more particularly described in the Title Policy.

“ Lease Options ” shall have the meaning assigned thereto in subsection 3.2(c).

“ Lease Required Estoppel ” shall have the meaning assigned thereto in subsection 3.4(b).

“ Leases ” shall mean all leases, licenses and other occupancy agreements, for all or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

“ Lease Termination Payments ” means all payments received by or on behalf of Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

“ Leasing and Brokerage Agreements ” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“ Leasing Costs ” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“ Liens ” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“ Losses ” shall have the meaning assigned thereto in subsection 11.1.

“ Major Tenants ” shall mean those certain Tenants representing or leasing 50,000 square feet or more in any one Property excluding the GSA.

“ Material Contracts ” shall mean all assignable Contracts, other than those assignable Contracts which are terminable on 30 days’ notice without cost or penalty and require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“ Monetary Title Exceptions ” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed by the payment of a liquidated amount.

“ New Lease ” shall have the meaning assigned thereto in subsection 3.3(d).

“ New Sawgrass Entities ” shall have the meaning assigned thereto in Section 3.12.

“ Non-Compete Agreement ” shall have the meaning assigned thereto in Section 3.10.

“ Notice of Inaccuracy ” shall have the meaning assigned thereto in Section 3.6.

“ Objection Notice ” shall have the meaning assigned thereto in Section 8.2.

“ Other Assets Closing ” shall have the meaning assigned thereto in subsection 2.4(a).

“ Other Assets Closing Date ” shall have the meaning assigned thereto in subsection 2.4(a).

“ Other PSA Assets ” means, individually or collectively, as the context may require, the “Assets” as defined in each of the Other PSAs.

“ Other PSA Closing ” means, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“ Other PSA Properties ” means, individually or collectively, as the context may require, the “Properties” as defined in each of the Other PSAs.

“ Other PSA Sellers ” means, individually or collectively, as the context may require, the “Sellers” as defined in each of the Other PSAs.

“ Other PSAs ” means, individually or collectively, as the context may require, the following: (i) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership, as seller, and Buyer, as buyer; (ii) that certain Agreement of Purchase and Sale (Pool III) ,dated as of the date hereof, by and between Duke Realty Limited Partnership, as seller, and Buyer, as buyer; and (iii) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and 625 Building, L.L.C., together as sellers, and Buyer, as buyer.

“ Owners’ Association ” shall mean any association or organization created pursuant to the Owners’ Association Documents.

“ Owners’ Association Documents ” shall have the meaning assigned thereto in Section 3.2(g).

“ Perimeter Architect ” shall have the meaning assigned thereto in subsection 14.32(b).

“ Perimeter Closing ” shall have the meaning assigned thereto in subsection 14.32(d).

“ Perimeter Closing Date ” shall have the meaning assigned thereto in subsection 14.32(d).

“ Perimeter Construction Documents ” means the general contractor’s construction contract (if any), all subcontracts, the Architect Agreement and all other construction documents related to the construction of the Perimeter Improvements.

“ Perimeter Four ” shall mean the Property under construction and located at 3025 Carrington Mill Boulevard, Morrisville, North Carolina.

“ Perimeter Improvements ” shall have the meaning assigned thereto in subsection 14.32(a).

“ Perimeter Plans and Specifications ” shall have the meaning assigned thereto in subsection 14.32(e)(i).

“ Permitted Exceptions ” shall mean (i) liens for current real estate taxes or assessments which are not yet due and payable or are due and payable but not yet delinquent, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, and (v) any matters created or caused by Buyer.

“ Personal Property ” shall have the meaning assigned thereto in subparagraph 2.1(b)(iii).

“ Person ” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“ Post Termination Period ” shall have the meaning assigned thereto in subsection 3.3(h)(ii).

“ Preliminary Completion Items ” shall have the meaning assigned thereto in subsection 14.32(b).

“ Properties ” and “ Property ” shall have the meanings assigned thereto in “Background” paragraph A.

“ Punch-List Holdback ” shall have the meaning assigned thereto in subsection 14.32(c).

“ Punch-List Holdback Conditions ” shall have the meaning assigned thereto in subsection 14.32(c).

“ Punch-List Items ” shall have the meaning assigned thereto in subsection 14.32(c).

“ Real Estate Tax ” shall have the meaning assigned thereto in Section 10.1.

“ REAs ” shall mean those certain reciprocal easement agreements, covenants conditions and restrictions and similar property-related agreements encumbering or otherwise affecting the Assets.

“ Rents ” shall have the meaning assigned thereto in subsection 10.2(a).

“ Reporting Person ” shall have the meaning assigned thereto in subsection 14.4(c).

“ ROFO Asset ” shall mean an Asset with respect to which all or a portion of such Asset is occupied by a ROFO Tenant under a ROFO Lease.

“ ROFO Leases ” shall mean, collectively or individually, as the context may require, (i) that certain Lease Agreement, dated August 19, 2009, by and between Duke Realty Limited Partnership, as landlord, and Tekelec, a California corporation, as tenant, for the Asset located at 5200 East Paramount Parkway, Morrisville, North Carolina, and (ii) that certain Lease Agreement, dated August 19, 2009, by and between Duke Realty Limited Partnership, as landlord, and Tekelec, a California corporation, as tenant, for the Asset located at 5200 West Paramount Parkway, Morrisville, North Carolina.

“ ROFO Tenants ” shall mean, collectively or individually, as the context may require, the tenants under the ROFO Leases.

“ Sawgrass Partners ” shall have the meaning assigned thereto in Section 3.12.

“ SD Letters of Credit ” shall have the meaning assigned thereto in subsection 10.2(a).

“ Seller Agent ” shall have the meaning assigned thereto in Section 14.2.

“ Seller Party ” shall have the meaning assigned thereto in Section 14.2.

“ Sellers ” shall have the meaning assigned thereto in the Preamble to this Agreement.

“ Sellers’ Actual Reimbursable Tenant Expenses ” shall have the meaning assigned thereto in subsection 10.2(c).

“ Sellers’ Actual Tenant Reimbursements ” shall have the meaning assigned thereto in subsection 10.2(c).

“ Sellers’ Knowledge ” shall mean the actual knowledge of the Sellers based upon the actual knowledge of (i) with respect to all of the Assets, (a) Jeff Behm, (b) the Vice

Presidents of Asset Management in the markets where the Properties are located and (c) the Senior Vice Presidents, Business Unit Heads in the markets where the Properties are located, each as more particularly set forth on Schedule D attached hereto and (ii) with respect to each particular Asset, the persons listed in the preceding clause (i) and the person identified as the “Asset Manager” with respect to such Asset on Schedule D .

“ Seller's Estoppel Certificate ” shall have the meanings assigned thereto in subsection 3.4(d).

“ Seller’s Other Loans ” shall mean, with respect to the applicable Seller, all indebtedness, financings and loans related to or encumbering the Seller’s Property or the Seller’s Assets.

“ Seller’s Property ” shall mean, with respect to each Seller, the Property owned by such Seller, as set forth in the Asset Schedule.

“ Sellers’ Reconciliation Statement ” shall have the meaning assigned thereto in subsection 10.2(c).

“ Sellers’ Related Entities ” shall mean Sellers, their affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“ Seller Surviving Representations and Covenants ” shall have the meaning assigned thereto in Section 11.1.

“ SNDAs ” shall have the meaning assigned thereto in Section 3.9.

“ Statement of Lease ” shall mean with respect to any Lease with the GSA as Tenant a “Statement of Lease” in the form required by the GSA.

“ Substantially Completed ” shall have the meaning assigned thereto in subsection 14.32(b).

“ Substantial Completion ” shall have the meaning assigned thereto in subsection 14.32(b).

“ Tax ” shall mean any and all fees (including, without limitation, documentation, recording, license and registration fees) and taxes (including, without limitation, net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not.

“ Tenant Estoppel ” shall have the meaning assigned thereto in subsection 3.4(a).

“ Tenants ” shall mean the tenants under the Leases.

“ Tenant Notices ” shall have the meaning assigned thereto in subparagraph 6.1(a)(iii).

“ Terminated Contracts ” shall mean all Contracts other than Assumed Contracts.

“ Time Warner ” shall have the meaning assigned thereto in subparagraph 6.2(d)(xi).

“ Time Warner Asset ” shall have the meaning assigned thereto in subparagraph 6.2(d)(xi).

“ Third Party Leasing and Brokerage Agreements ” shall have the meaning given thereto in Section 3.2(d) hereof.

“ Title Company ” shall mean the Escrow Agent.

“ Title Objection ” shall have the meaning assigned thereto in Section 8.5.

“ Title Policy ” shall mean one or more (as applicable as the context may require) owner’s policies of title insurance, issued by the Title Company, with respect to each Property in the standard form used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (and such additional estates as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written leases (as tenants only, with no rights to purchase), mechanics’ liens, and matters of survey.

“ Title Response Notice ” shall have the meaning assigned thereto in Section 8.5.

“ UCC ” shall mean the Uniform Commercial Code.

“ Vacant Land ” shall mean the land parcels described on Schedule A .

“ Voluntary Title Exceptions ” shall mean with respect to each Property (i) the lien of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided , however , that the term “ Voluntary Title Exceptions ” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

“ Walk-Through ” shall have the meaning assigned thereto in subsection 14.32(b).

“ WARN Act Indemnification ” shall have the meaning assigned thereto in Section 11.1.

“ Warranties ” shall have the meaning assigned thereto in subsection 14.32(f)(vi).

ARTICLE II

SALE, CONSIDERATION AND CLOSING

Section 2.1 Sale of Assets . (a) On the Other Assets Closing Date (as hereinafter defined) and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Assets other than Perimeter Four. On the Perimeter Closing Date (as hereinafter defined) and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from the Sellers, Perimeter Four. It is understood and agreed that, except as explicitly set forth in this Agreement, the closing of the purchases of the Assets shall occur contemporaneously and none of the purchases of the Assets shall close unless the purchase of all of the Assets closes contemporaneously.

(b) The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “ Asset-Related Property ” shall mean the following:

(i) all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to said Property and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining said Property and to the center line thereof;

(ii) all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii) all personal property listed on the attached Schedule 2.1(b)(iii) and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “ Personal Property ”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

(iv) to the extent they may be transferred under Applicable Law and without cost to Seller (unless Buyer agrees to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v) to the extent assignable and without cost to Seller (unless Buyer agrees to pay any such cost), all warranties and guaranties, issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi) to the extent assignable and without cost to Seller (unless Buyer agrees to pay any such cost), all other intangibles associated with the Properties, including, without limitation, goodwill, all logos, designs, trade names, building names, trademarks related to the property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property but specifically excluding the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof (collectively the “ Intangible Property ”);

(vii) all Leases and Assumed Contracts and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii) all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix) to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers' or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

Section 2.2 Gross Asset Value; Earnest Money.

(a) The purchase price for the Assets shall be equal to the aggregate gross asset value (the “ Gross Asset Value ”) of the Assets of (i) $663,114,104.00 plus (ii) 17,500,000.00 for the Vacant Land plus (iii) $39,500,000.00 (the “ Perimeter Purchase Price ”) for Perimeter Four, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “ Adjusted Gross Asset Value ”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the “ Cash Consideration Amount ”.

(b) At the Other Assets Closing (as hereinafter defined):

(i) the Buyer shall deliver the Cash Consideration Amount, less the Perimeter Purchase Price, less the Earnest Money (other than the Perimeter Earnest Money (as hereinafter defined)) and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer;

(ii) the Escrow Agent shall deliver the Earnest Money (other than the Perimeter Earnest Money) and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to Buyer promptly upon the Closing) to the

Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) INTENTIONALLY OMITTED .

(d) At the Perimeter Closing (as hereinafter defined):

(i) the Buyer shall deliver the Perimeter Purchase Price, less the Punch-List Holdback (as hereinafter defined), less the Perimeter Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Perimeter Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer;

(ii) the Escrow Agent shall deliver the Perimeter Earnest Money and any interest earned thereon (unless such Perimeter Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to Buyer promptly upon the Perimeter Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent.

Section 2.3 Earnest Money

Within two (2) Business Days after the date of this Agreement, Buyer shall deposit with Escrow Agent an amount equal to $3,201,930.21 (the “ Initial Deposit ”). In the event that Buyer does not terminate this Agreement on or before the Inspection Date, within one (1) Business Day after the Inspection Date, Buyer shall deposit with Escrow Agent an additional amount equal to $16,009,651.04 (the “ Additional Deposit ”, which Additional Deposit, along with the Initial Deposit, shall be held as the “ Earnest Money ”). A portion of the Earnest Money in the amount of $1,500,000 shall be referred to herein as the “ Perimeter Earnest Money ”. The Earnest Money shall be in the form of either (i) immediately available funds by wire transfer to such account as Escrow Agent shall designate to the Buyer or (ii) in the form of a letter of credit reasonably acceptable to Seller and issued by such issuing bank as is reasonably approved by Seller naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Initial Deposit or the Initial Deposit plus the Additional Deposit, as applicable. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with subsection 2.2(b).

Section 2.4 The Closing . (a) The closing of the sale and purchase of the Assets other than Perimeter Four (the “ Other Assets Closing ”) shall take place no later than April 1, 2015 (as such date may be extended pursuant to this Agreement, the “ Other Assets Closing

Date ”). The closing of the sale and purchase of Perimeter Four (the “ Perimeter Closing ”) shall take place on the Perimeter Closing Date (as hereinafter defined). The Other Assets Closing or the Perimeter Closing, as the context requires, shall be referred to herein as the “ Closing ”. The Other Assets Closing Date or the Perimeter Closing Date, as the context requires, shall be referred to herein as the “ Closing Date ”.

(b) The Closing shall be held at the offices of the Escrow Agent or at such location agreed upon by the parties hereto and will be in escrow through the Escrow Agent.

Section 2.5 Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Assets and the Other PSA Assets on or prior to the Inspection Date (as to each Asset and Other PSA Asset (as applicable), the “ Allocated Asset Value ”) for federal, state, local and foreign tax purposes in accordance with applicable U.S. federal tax laws and analogous provisions of state, local and foreign tax laws. On or prior to the Closing Date, the Buyer shall have the right to reallocate the Gross Asset Value and Allocated Asset Value and each of the “Gross Asset Values” and “Allocated Asset Values” (each as defined in each of the Other PSAs) among the Assets and the Other PSA Assets provided that any such reallocations shall be subject to the prior reasonable approval of the Sellers. The Sellers and the Buyer shall file all Tax returns and related tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section or otherwise adjusted by agreement of the Parties.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

Section 3.1 General Seller Representations and Warranties . Each Seller, for itself solely as it relates to such Seller’s Assets, hereby represents, warrants and covenants to the Buyer as of the date hereof and as of the Closing Date as follows:

(e) Formation; Existence . It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and the state in which the applicable Properties owned by such Seller are located.

(f) Power and Authority . Subject to Section 5.1(g), it has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule A is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(g) No Consents . Except as set forth on Schedule 3.1(c) , no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Seller in connection with any Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(h) No Conflicts . Except as set forth on Schedule 3.1(d) , the consummation of the transaction herein contemplated and the compliance by Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of any Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which any Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Seller’s Assets except for any conflict or violation that will not adversely affect any Seller’s ability to consummate the transaction contemplated by this Agreement.

(i) Foreign Person . Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(j) Anti-Terrorism .

(i) None of the Sellers or, to Sellers’ Knowledge, its Affiliates, is in violation of any laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “ Executive Order ”) (collectively, the “ Anti-Money Laundering and Anti-Terrorism Laws ”).

(ii) None of the Seller or, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time.

(iii) None of the Seller or, to Sellers’ Knowledge, its Affiliates (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv) The Sellers understand and acknowledge that the Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by applicable law to establish the Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Seller.

(v) Neither the Sellers, nor any person controlling or controlled by the Sellers, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Section 3.2 Representations and Warranties of the Sellers as to the Assets . Each Seller, for itself solely as it relates to such Seller’s Assets, hereby represents, warrants and covenants to the Buyer as of the date hereof and as of the Closing Date as follows:

(a) Ownership of Property . Other than this Agreement, and the options to purchase referenced in Section 6.2(d)(xi), no Seller has entered into an agreement to sell such Seller’s Asset.

(b) Material Contracts . All Material Contracts affecting such Seller’s Assets are set forth on Schedule 3.2(b) attached hereto and the same have not been amended, supplemented or otherwise modified, except as shown in such Schedule 3.2(b) . Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured. Seller is not in default of any of its obligations under such Material Contracts and to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to Buyer true and complete copies of all of such Material Contracts.

the applicable leasehold interest. Except as set forth in the Delinquency Report, to the Knowledge of Sellers’ as of the date of this Agreement, fixed rent and additional rent are currently being collected under such Leases without offset, counterclaim or deduction. Seller has made available to Buyer true and complete copies of the Leases. Except as set forth on Schedule 3.2(c)(i) , all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer or similar right under such Leases (collectively, “ Lease Options ”), except those Tenants relating to the Lease Options referenced in Section 14.29 below, relating to the purchase of all or a portion of such Seller’s Property. Except as set forth on Schedule 3.2(c)(ii) or in the Delinquency Report, as of the date of this Agreement, (i) Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Seller’s Knowledge and except as set forth in the Delinquency Report, there exists no default by any tenant under any such Lease. Seller has not received any Lease Termination Payments from December 11, 2014 through the date hereof, except as set forth on Schedule 3.2(c)(iii) .

(d) Brokerage Commissions . There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases, other than those set forth on Schedule 3.2(d) attached hereto. Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d) (the “ Affiliate Leasing and Brokerage Agreements ”) and, to such Seller’s knowledge, such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth in Schedule 3.2(d) (the “ Third Party Leasing and Brokerage Agreements ”).

(e) Casualty; Condemnation . There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings affecting any Property and to Sellers’ Knowledge no action is threatened or contemplated except as set forth on Schedule 3.2(e) .

(f) Litigation . There are no actions, suits or proceedings pending against or to Sellers’ Knowledge threatened against any Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of an Asset or (iii) the operation of a Property.

(g) Owners’ Associations . To the Seller’s knowledge, Seller has made available to Buyer true, correct and complete owners’ association documents and all by-laws in connection with the foregoing, relating to the Properties to the extent such are in Seller’s possession (collectively, the “ Owners’ Association Documents ”). Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, Sellers have no other obligations relating to the Owners’ Associations.

(h) INTENTIONALLY OMITTED .

(i) Ownership of the Personal Property . Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date. Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property other than in connection with Seller’s Other Loans that will be satisfied or released on or before the Closing Date.

(j) Compliance with Law . Such Seller has not received any written notice of a material violation of any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property which has not been cured or dismissed or would impact Buyer’s use of the Property except for those set forth on Schedule 3.2(j) hereto, provided, however that nothing in this Section 3.2(j) shall limit the right of Buyer to object to any matter or issue set forth on such Schedule 3.2(j) pursuant to Article VIII of this Agreement.

(k) INTENTIONALLY OMITTED .

(l) Environmental Matters . Except as (i) contained in any environmental assessment report made available by Seller to Buyer, (ii) expressly disclosed in writing to Buyer prior to the Inspection Date or (iii) as contained in any report prepared by Buyer or its environmental engineers or consultants, Seller has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations of any Environmental Laws with respect to such Seller’s Property.

(m) INTENTIONALLY OMITTED .

(n) INTENTIONALLY OMITTED .

(o) Bankruptcy . No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to such Sellers’ Knowledge, is being threatened against such Seller by any Person.

(p) INTENTIONALLY OMITTED .

(q) Labor and Employee Matters . Seller is not a party to any employment or collective bargaining or similar agreements with the Designated Employees.

(r) INTENTIONALLY OMITTED .

(s) INTENTIONALLY OMITTED .

(t) INTENTIONALLY OMITTED .

(u) Security Deposits . Attached hereto as Schedule 3.2(u) is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers.

(v) Delinquency Report . Attached hereto as Schedule 3.2(v) is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of 30 days under the Leases. Seller shall provide an update of Schedule 3.2(v) at and as of Closing.

(w) Perimeter Four . The representations and warranties set forth in Section 14.32(e) are hereby incorporated into this Section 3.2 by reference.

Section 3.3 Operations Prior to Closing . From the date hereof until Closing, each of the Sellers shall:

(c) Insurance . Keep such Seller’s Assets insured against fire and other hazards covered by the insurance policies maintained by such Seller on the date of this Agreement.

(d) Operation . Operate and maintain such Seller’s Property in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(e) New Contracts . Not enter into any new contracts relating to such Seller’s Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in subsection 3.3(h)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000 or (ii) is necessary to preserve the safety of the Tenants or the Property, provided that in the case of clause (ii), (A) such contract is entered into at no cost to Buyer and (B) Seller shall provide Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c), in no event shall Seller enter in any leasing or brokerage agreement without Buyer’s prior written consent, which consent may be granted or withheld in Buyer’s reasonable discretion.

If a Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i) through (ii) above, then such contract shall be included in the definition of “Contract” and added to Schedule 3.2(b) and, provided Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to Schedule C . If the Buyer does not reject or approve a new contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such contract or Contract amendment.

surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign same, in which case, Buyer’s consent shall not be required, but Seller shall provide Buyer with notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least three (3) Business Days prior to the date of execution). If a Seller enters into any new leases, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “ New Lease ”) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) , shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment.

(g) Litigation; Violations . Advise the Buyer promptly of any receipt of written notice of any litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any Property or any Seller’s ability to consummate the transaction as contemplated by this Agreement and is instituted after the date of this Agreement. Deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any Property received by the Sellers. Seller may not settle any claim or compromise any litigation or proceeding affecting any Asset without the prior approval of the Buyer which approval shall not be unreasonably withheld, conditioned or delayed provided that any such settlement shall not have any material adverse effect upon (1) any Seller’s ability to consummate the transactions contemplated by this Agreement, (2) the ownership of any Asset or any Property or (3) the operation or value of any Property or Asset.

(h) Performance Under Leases . Perform, or cause their agents to perform, all obligations of landlord or lessor under the Leases.

(i) INTENTIONALLY OMITTED .

(j) Management, Leasing Agreements and Contracts .

(i) Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to the Properties, unless otherwise provided in Section 3.3(h)(ii) below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(h)(ii) and (iii) below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(h)(iii) below, no Seller shall assign to, and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing

and Brokerage Agreements. Each Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii) Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, Buyer and Seller shall mutually agree on a list of any prospective tenants with whom Seller, Seller’s Affiliates or Seller’s Employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If within sixty (60) days after the Closing Date (the “ Post Termination Period ”) a New Lease is entered into with any prospective tenant identified on the list as set forth above, then Buyer shall pay Seller (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Seller (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ Employees or any other third party that Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s Employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, such payment to be made by Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission. After the Closing Date, Seller, Seller’s Affiliates or Seller’s Employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of Buyer. For the purpose of this Section 3.3(h)(ii), the term “Actively Negotiating” shall mean either that (i) Seller, Seller’s Affiliates, Seller’s Employees or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) Seller, Seller’s Affiliate, Seller’s Employee or such third party broker with the prospective tenant’s authorization, shall have submitted to Buyer a written, bona-fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by Seller, Seller’s Affiliate or Seller’s Employee, on behalf of Buyer or its designee, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(h), in accordance with Section 10.7, if the Closing occurs, Buyer shall be responsible for and shall reimburse Seller for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between December 11, 2014 and the date hereof, which such Leases are set forth in Schedule 3.3(h)(ii) attached hereto.

respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after December 11, 2014. For the avoidance of doubt, except as specifically set forth in this Section 3.3(h)(iii), Buyer is not assuming any Leasing and Brokerage Agreements.

(k) INTENTIONALLY OMITTED .

(l) New Financing . Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Encumbrances, without the prior written consent of the Buyer.

(m) Taxes, Charges, etc . Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(n) Transfers . Not transfer, sell or otherwise dispose of such Sellers’ Property, or any item of such Sellers’ Personal Property without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business.

(o) INTENTIONALLY OMITTED .

(p) INTENTIONALLY OMITTED .

(q) Zoning . Not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without Buyer’s prior written consent, which consent may be granted or withheld in Buyer’s sole discretion.

(r) Information; Additional Rights . Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, each Seller agrees to allow the Buyer to:

(i) review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing, provided that such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii) generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii) receive financial statements, operating reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv) request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v) review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

(s) Seller’s Other Loans . Seller shall, on or prior to the Closing Date, prepay, defease or otherwise satisfy Seller’s Other Loans.

(t) ROFO/ROFR Waivers . Seller shall, no later than two (2) Business Days following the date hereof, distribute the request (in form and substance approved by Buyer) for the waivers and acknowledgements contemplated pursuant to Section 6.2(d)(xi) below.

Section 3.4 Tenant Estoppels.

(a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “ Tenant Estoppel ”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A from each Tenant at such Seller’s Property, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each a “ Lease Required Estoppel ”)), in each case which are dated no earlier than forty-five (45) days prior to the Closing Date and which do not allege any material defaults by the Sellers or accrued and outstanding offsets or defenses under the relevant Lease nor contain any materially adverse deviations between (x) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable and (y) (I) the representations and warranties of the Sellers set forth in this Agreement or (II) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. If a Tenant Estoppel delivered by any ROFO Tenant does not include a statement confirming that such ROFO Tenant has no Lease Options (but otherwise satisfies the requirements set forth above), then the same shall constitute a material adverse deviation for purposes of the preceding sentence. In such event, Buyer shall have the right, within five (5) Business Days after delivery of such Tenant Estoppel for a ROFO Tenant by Seller to Buyer, to elect, in Buyer’s sole and absolute discretion, either (A) to waive the requirement that such Tenant Estoppel include a statement confirming that such ROFO Tenant has no Lease Options, or (B) to require Seller to seek evidence reasonably satisfactory to Buyer that such Lease Options have been permanently waived by such ROFO Tenant in accordance with Section 6.2(d)(xii). Notwithstanding anything to the contrary in this Section 3.4, Seller shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party, provided, however, that in no event shall the delivery of a Statement of Lease be deemed to apply towards the satisfaction of Seller’s obligations set forth above in this Section 3.4(b) or Seller’s obligations set forth in Section 3.4(c) below. Buyer shall cooperate with the Seller to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to Buyer or its designee and (ii) any Statement of Lease. In the event the GSA requires Seller to remain liable under the applicable Lease with the GSA after the Closing Date, Buyer hereby agrees to indemnify and hold harmless Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by Seller, or its Affiliates” with respect to such Leases with the GSA.

(c) If the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Closing Date, the Buyer shall have the right, but not the obligation, to adjourn the Closing on one or more occasions for a period of up to 30 days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

occupying at least 75% of the aggregate rented area (exclusive of the rented area represented by a Lease with the GSA) of the Properties as of the Closing Date, Seller shall have the right (but not the obligation) to deliver to Buyer on the Closing Date a certificate in the form of Schedule 3.4(d) (a “ Seller's Estoppel Certificate ”), executed by Seller, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i) and (ii), and in such event, Seller shall be deemed to have satisfied the condition under Sections 3.4(b)(i) and (ii). In addition, Seller shall be released from any liability with respect to such Seller's Estoppel Certificate upon the earlier of (A) the date of delivery to Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Seller has delivered such Seller's Estoppel Certificate or (B) the date that is one year after the Closing Date.

Section 3.5 Owners’ Associations and REAs .

(a) Sellers shall not initiate, approve or consent to the any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including, any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations relating to the Properties being acquired at Closing, (ii) result in the creation of a new Owners’ Association (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document without the prior written consent of the Buyer which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5 within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b) Sellers shall use their commercially reasonable efforts to assist Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including without limitation, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign all of Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of Buyer’s and its Affiliates’ representatives as replacement officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c) Sellers shall use their commercially reasonable efforts to assist Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including without limitation, (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to Buyer, and (ii) executing or facilitating any documents or

instruments required under the REAs in order to assign all of Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

Section 3.6 Inaccurate Representation or Warranty . In the event any Seller or Buyer obtains knowledge that any of the Sellers’ representations and warranties contained in this Agreement or in any Other PSA become inaccurate between the date of this Agreement and the Closing Date), Sellers shall immediately notify Buyer in writing of such change or Buyer shall immediately notify Seller, as applicable (a “ Notice of Inaccuracy ”); provided, however, that in no event shall Buyer’s failure to provide a Notice of Inaccuracy relieve Seller of its obligations under this Agreement with respect to the applicable representation and warranty or limit Buyer’s remedies under this Agreement with respect to such inaccurate representation or warranty. Unless waived by Buyer (at any time before or after receipt of the Notice of Inaccuracy by Seller and in which case the provisions of clause (b) below shall apply prior to the original Closing Date), Sellers shall have the right, in connection with such Notice of Inaccuracy, to adjourn the Closing Date for a period not to exceed fifteen (15) days, provided Sellers shall notify Buyer in writing within five (5) Business Days of the date of such Notice of Inaccuracy of such election to adjourn. If Seller does not cure the change reflected in the Notice of Inaccuracy prior to the Closing Date (as same may be extended pursuant to the terms of this Section 3.6), Buyer shall have the right (a) to terminate this Agreement if such breach or inaccuracy is material to the Sellers or Other PSA Sellers or Properties or Other PSA Properties as a whole (pursuant to and in accordance with Section 13.2(a) hereof), in which event neither party shall have any further rights or obligations hereunder other than those which expressly survive the termination of this Agreement (including, without limitation, Section 13.2(c)), or remove the relevant Asset from the portfolio (pursuant to, and in accordance with, the provisions of Sections 13.3, 13.4 or 13.5 hereof) or (b) proceed with the Closing, in which case the representation or warranty that is the subject of a Notice of Inaccuracy shall be updated and amended to reflect such change and Seller shall have no obligation with respect to such inaccuracy.

Section 3.7 Cooperation with Financing. Seller shall cooperate with Buyer, at Buyer’s request, to structure any third-party financing obtained by Buyer with respect to any one or more of the Properties as an assignment of any existing financing encumbering any such Properties in order to reduce applicable mortgage tax, documentary stamp tax and similar charges in connection with such third-party financing.

Section 3.8 Easements. Without limitation of Buyer’s rights under Article VIII hereof, Seller agrees to cooperate with Buyer, at no cost to Seller, to obtain any easements the Buyer reasonably determines are necessary for the operation of the Property in a substantially similar manner as such Property is operated as of the date of this Agreement including, but not limited to, (i) easements required for access to such Property and (ii) utility, sewer or similar easements. Buyer agrees to reasonably cooperate with Seller, at no cost to Buyer, to consent to any easement the Seller reasonably determines may be necessary to operate any property that abuts a Property conveyed pursuant to this Agreement that is owned by Seller or its Affiliates in a substantially similar manner as such neighboring property is operated as of the date of this Agreement.

Section 3.9 SNDAs . Each Seller shall use commercially reasonable efforts to assist Buyer in its efforts to obtain a subordination, non-disturbance and attornment agreement

(the “SNDAs”) from the Major Tenants and other tenants specifically identified by any lender providing mortgage financing to Buyer for the Assets, in the form reasonably requested by such lender.

Section 3.10 Non-Compete Agreement . Sellers and Buyer each agree to finalize a non-compete agreement (“ Non-Compete Agreement ”) to be entered into as of the Closing Date in accordance with the primary terms outlined on Exhibit N hereto, with such modifications and changes as are reasonably required to make such Non-Compete Agreement enforceable in each relevant jurisdiction.

Section 3.11 Florida Tax Liability; Compliance Certificate; Indemnity . Within five (5) business days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to Buyer pursuant to this Agreement, the Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that each such Seller has not received a notice of audit, that such Seller has filed all required tax returns and has paid all tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, Seller shall promptly furnish to Buyer any certificate or statement received by Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required tax returns and has paid all tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any tax, penalty or interest assessed against such Seller for which Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of Section 3.11 shall survive Closing.

Section 3.12 Sawgrass Conveyance . Promptly following the date of this Agreement, Duke Realty Limited Partnership covenants and agrees to execute and deliver, and to cause each of the other partners of each of Sawgrass Limited Partnership No. 1 and Sawgrass Limited Partnership No. 2 (together, the “ Dissolved Sawgrass Entities ”) holding partnership interests as of the date of dissolution of each of the Dissolved Sawgrass Entities, as applicable (collectively with Duke Realty Limited Partnership, the “ Sawgrass Partners ”), to execute and deliver, to and for the benefit of Sawgrass Limited Partnership No. 1 LP and Sawgrass Limited Partnership No. 2 LP (together, the “ New Sawgrass Entities ”), deeds, bills of sale, assignments of leases, assignments of contracts and other conveyance documents with respect to the Assets known as Sawgrass Building A and Sawgrass Building B, respectively, which conveyance documents shall recite that, upon dissolution of the Dissolved Sawgrass Entities, the Sawgrass Assets previously were transferred to the Sawgrass Partners and now are being transferred by the Sawgrass Partners to the New Sawgrass Entities, as applicable, all of which conveyance documents shall be in form and substance reasonably satisfactory to Buyer.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

Section 4.1 Representations and Warranties of the Buyer . The Buyer hereby represents, warrants and covenants to the Sellers as of the date hereof and as of the Closing Date as follows:

(x) Formation; Existence . It is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and the Buyer, or the applicable Buyer designee or assignee, is qualified to do business in the states where the Properties acquired by Buyer or Buyer designee are located.

(y) Power; Authority . It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(z) No Consents . No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(aa) No Conflicts . The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Assets, will not (a) conflict with or result in any violation of its organizational documents, (b) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (c) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

(bb) Anti-Terrorism .

(i) None of the Buyer or, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii) None of the Buyer or, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S.

Department of State, or other U.S. government agencies, all as may be amended from time to time.

(iii) None of the Buyer or, to Buyer’s knowledge, its Affiliates (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv) The Buyers understand and acknowledge that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations, for the purpose of: (A) carrying out due diligence as may be required by applicable law to establish the Buyer’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v) Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

ARTICLE V

CONDITIONS PRECEDENT TO CLOSING

Section 5.1 Conditions Precedent to Sellers’ Obligations . The obligation of the Sellers to consummate the transfer of the Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

(u) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date;

(v) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing;

(w) The Sellers shall have received all of the documents required to be delivered by the Buyer under Article VI;

(x) The Sellers shall have received the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunder;

(y) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any governmental authority of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the transfer of the Assets or the consummation of any other transaction contemplated hereby; and

(z) No action, suit or other proceeding shall be pending which shall have been brought by any Person (other than the parties hereto and their Affiliates) (i) to restrain, prohibit or change in any material respect the purchase and sale of the Assets or the consummation of any other transaction contemplated hereby or (ii) seeking material damages with respect to such purchase and sale or any other transaction contemplated hereby.

(aa) Seller shall have received all corporate and partnership approvals to complete this transaction on or before January 28, 2015. In the event this condition is not satisfied on or before January 28, 2015, Seller may deliver written notice thereof to Buyer on or before January 28, 2015, whereupon this Agreement shall cease and terminate, the Earnest Money shall be returned and paid to Buyer, Buyer shall be entitled to a reimbursement of its expenses as described in Section 13.2(c), and neither party shall have any further obligation hereunder except those which expressly survive the termination of this Agreement.

(bb) Each Other PSA Closing shall be occurring simultaneously with the Closing under this Agreement, except any such Other PSA Closing that does not occur due to the removal of all of the Other PSA Assets to be sold under such Other PSA or the termination of such Other PSA, in each case under circumstances that do not give rise to the termination of this Agreement pursuant to the terms hereof.

Section 5.2 Conditions Precedent to the Buyer’s Obligations . The obligation of the Buyer to purchase and pay for the Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(e) Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date;

(f) Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

(g) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any governmental authority of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the transfer of the applicable Assets or the consummation of any other transaction contemplated hereby;

(h) No action, suit or other proceeding shall be pending which shall have been brought by any Person (other than the parties hereto and their Affiliates) (i) to restrain, prohibit or change in any material respect the purchase and sale of the applicable Assets or the consummation of any other transaction contemplated hereby or (ii) seeking material damages with respect to such purchase and sale or any other transaction contemplated hereby;

(i) Title to all of the Properties shall be delivered to the Buyer in the manner required under Section 8.1;

(j) Seller shall have prepaid, defeased or otherwise satisfied any Seller’s Other Loans to the extent encumbering the Properties or the Seller’s ability to consummate the transaction contemplated by this Agreement.

(k) The Buyer shall have received all of the documents required to be delivered by the Sellers under Article VI.

(l) The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Seller’s Estoppel Certificates required pursuant to Section 3.4.

(m) The Title Company shall be prepared, and irrevocably committed, to issue each Title Policy.

(n) All consents set forth in Schedule 3.1(c) shall have been obtained.

(o) With respect to Perimeter Four and as a condition precedent to the Perimeter Four Closing only, the items set forth in Sections 14.32(g) and (h).

(p) Each Other PSA Closing shall be occurring simultaneously with the Closing under this Agreement, except any such Other PSA Closing that does not occur due to the removal of all of the Other PSA Assets to be sold under such Other PSA or the termination of such Other PSA, in each case under circumstances that do not give rise to the termination of this Agreement pursuant to the terms hereof.

ARTICLE VI

CLOSING DELIVERIES

Section 6.1 Buyer Deliveries.

The Buyer shall deliver the following documents at Closing:

(q) with respect to each Property:

(vi) an assignment and assumption of landlord’s interest in the Leases (an “ Assignment of Leases ”) duly executed by the Buyer in substantially the form of Exhibit B hereto;

(vii) an assignment and assumption of the Assumed Contracts (an “ Assignment of Contracts ”) duly executed by the Buyer in substantially the form of Exhibit C hereto;

(viii) a notice letter to each Tenant (the “ Tenant Notices ”) duly executed by the Buyer, in the form of Exhibit D attached hereto; and

(ix) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Seller and Buyer (“ Association Assignment ”).

(r) INTENTIONALLY OMITTED ;

(s) INTENTIONALLY OMITTED ;

(t) with respect to the transactions contemplated hereunder:

(i) a closing statement, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “ Closing Statement ”);

(ii) such other assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(iii) a closing certificate in the form of Exhibit F ;

(iv) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(v) an executed and acknowledged Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(vi) all transfer tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer;

(vii) the Non-Compete Agreement duly executed by Buyer;

(viii) each Duke Lease duly executed by Buyer;

(ix) INTENTIONALLY OMITTED ;

(x) INTENTIONALLY OMITTED ;

(xi) INTENTIONALLY OMITTED ; and

(xii) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing.

Section 6.2 Sellers Deliveries. The Sellers shall deliver the following documents at Closing:

(b) with respect to each Property, a special/limited warranty deed (a “ Deed ”) in substantially the form of Exhibit G hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) whatever rights in the Property the relevant Seller has acquired subject only to the Permitted Exceptions with reference to such Property;

(d) with respect to each Property:

(i) an Assignment of Leases duly executed by the relevant Seller, together with the original Leases;

(ii) a bill of sale (a “ Bill of Sale ”) duly executed by the relevant Seller in substantially the form of Exhibit H hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which are currently located upon or attached to the Property;

(iii) an Assignment of Contracts duly executed by the relevant Seller;

(iv) an assignment of all warranties, permits, licenses and other Asset Related Property in the form of Exhibit J attached hereto (an “ Assignment of Asset-Related Property ”);

(v) an Association Assignment duly executed by the relevant Seller;

(vi) the Tenant Notices duly executed by the relevant Seller;

(vii) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; and

(viii) all security deposits and letters of credit as provided in Section 10.2(a) hereof.

(e) with respect to the transactions contemplated hereunder:

(i) The Closing Statement duly executed by the Sellers;

(ii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(iii) a closing certificate in the form of Exhibit K ;

(iv) a duly executed and sworn Secretary’s Certificate from each Seller (or the general partners of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(v) an executed and acknowledged Incumbency Certificate from each Seller (or the general partners of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(vi) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(vii) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by Seller;

(viii) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit L attached hereto;

(ix) a title affidavit in the form of Exhibit P attached hereto, executed by Seller;

(x) a broker’s lien affidavit in the form of Exhibit I attached hereto, executed by each applicable broker;

(xi) subject to Section 14.29 below, with respect to the Property consisting of a 19.887-acre parcel of land located in Wake County, North Carolina, as shown on that certain plat entitled “Recombination Plat for Duke Realty Limited Partnership” prepared by Advanced Civil Design, dated December 18, 2007, recorded in Book of Maps 2008, pages 115 and 116, Register of Deeds of Wake County, North Carolina (the “ Time Warner Asset ”), evidence reasonably satisfactory to Buyer that the right of first refusal granted to Time Warner

Entertainment-Advance/Newhouse Partnership (“ Time Warner ”) pursuant to the Right of First Refusal Agreement, dated January 18, 2008, relating thereto has been permanently waived by Time Warner (or its successors or assigns). In addition, Seller shall request and use commercially reasonable efforts to obtain from Time Warner a termination of such Right of First Refusal Agreement, executed by Time Warner, in recordable form and otherwise reasonably satisfactory to Buyer, it being understood, however, that receipt of such recordable termination shall not be a condition precedent to Buyer’s obligations hereunder;

(xii) if required pursuant to Section 3.4(b)(B) above, and subject to Section 14.29 below, with respect to any applicable ROFO Asset, evidence reasonably satisfactory to Buyer that the right of first offer granted to the applicable ROFO Tenant pursuant to the applicable ROFO Lease has been permanently waived by such ROFO Tenant (or its successors or assigns);

(xiii) an original affidavit of Duke Realty Limited Partnership in recordable form in form sufficient to cause the Title Company to insure in the Title Policy that the right of first offer in favor of Research in Motion has terminated and is of no further force and effect;

(xiv) INTENTIONALLY OMITTED ;

(f) In the event any Asset-Related Property is not assignable (such as a letter of credit that is not transferable), the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers, with the economic benefits of such property by enforcing such property (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer.

(g) each Duke Lease duly executed by Sellers;

(h) the Non-Compete Agreement duly executed by Sellers;

(i) INTENTIONALLY OMITTED .

(j) with respect to Perimeter Four only, the items set forth in Section 14.32(h).

ARTICLE VII

INSPECTION

Property; and to further confirm certain title matters. The Seller agrees to make available those employees listed on Schedule 7.1 to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the Seller permits the Buyer to contact, with respect to the Properties (collectively, the “ Designated Employees ”). The Buyer shall give Seller or its designated employees the right to accompany Buyer or its agents during any such inspections; provided, however, that Buyer shall be permitted, with Sellers’ consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if Seller is unable to be present for such inspections or tests. In addition, after the expiration of the Inspection Period and provided this Agreement has not been terminated by Buyer, Seller shall permit Buyer and its agents, and after consultation with Seller, to arrange for both group meetings and individuals interviews with asset management, property management, leasing and engineering personnel for purposes of interviewing such employees for possible employment following the Closing Date; provided, however, that Buyer shall be under no obligation to offer employment or provide any benefit to personnel of Seller or its affiliates, nor shall Buyer be subject to any liability in connection with Seller’s termination of employment of any such employee. Such inspection or interview shall not unreasonably impede the normal day‑to‑day business operation of such Property and Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Seller-Related Entities harmless from all loss, cost (including, without limitation, reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on Buyer's behalf as aforesaid or, (ii) any breach by Buyer of its obligations under this Section, or (iii) any liens caused by or on behalf of Buyer, which indemnity shall survive the Closing. Buyer shall deliver to Seller a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000.00 in a form reasonably acceptable to Seller, covering any activity, accident or damage arising in connection with Buyer or agents of Buyer on the Property, and naming Seller, as an additional insured. The provisions of this Section 7.1 shall survive the Closing.

Section 7.2 Document Inspection; Contracts .

(a) Buyer and Seller acknowledge that Buyer is being given an opportunity to review and inspect the documents provided or made available by Seller or obtained by Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, Seller makes no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to Buyer by Seller.

(b) On or prior to the Inspection Date, Buyer shall notify Seller as to which Contracts Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c) with Buyer’s prior written consent, the “ Assumed Contracts ”), and the list of such Assumed Contracts shall be added to Schedule C on or prior to the Inspection Date. All Contracts other than Assumed Contracts shall constitute “ Terminated Contracts ”. The Assumed Contracts shall be assigned to Buyer at Closing pursuant to the Assignment of Contracts.

Section 7.3 Formal Inspection Period . Buyer's obligation to close under this Agreement is subject to and conditioned upon Buyer's investigation and study of and satisfaction with the Property as set forth in this Article VII. Buyer shall have until the Inspection Date in which to make such investigations and studies with respect to the Property as Buyer deems appropriate and to elect to terminate the transaction contemplated by this Agreement, in Buyer's sole and absolute discretion, for any reason or no reason, by written notice delivered to Seller prior to the Inspection Date (“ Termination Notice ”). If Buyer does not provide the Termination Notice to Seller on or before the Inspection Date, then Buyer will be deemed to have elected not to terminate this Agreement pursuant to this Section 7.3. If Buyer terminates this Agreement on or before the Inspection Date pursuant to this Section 7.3, the Earnest Money, plus all interest accrued thereon, shall be returned to Buyer and neither party shall have any further obligations hereunder except for those obligations that expressly survive termination of this Agreement. If Buyer terminates this Agreement pursuant to this Section 7.3 then Buyer shall be required to terminate each Other PSA pursuant to Section 7.3 of each Other PSA.

Section 7.4 Confidentiality . Buyer and its representatives shall hold in confidence all data and information relating to the Property, the Seller or its business, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which Buyer hereby reaffirms; provided, however, that from and after the Inspection Date, Buyer and its representatives shall be permitted to disclose information relating to the Assets to brokers and other advisors in relation to a potential sale of the Assets by Buyer; provided, further, however, that Buyer shall not be permitted to publicly market the Assets for sale prior to Closing. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by Buyer or its representatives of this Section 7.4, Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.4 shall survive any termination of this Agreement.

or discharged from the Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Seller herein and the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon Closing, Buyer shall assume the risk that adverse matters, including but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by Buyer's investigations, and Buyer, upon Closing, shall be deemed to have waived, relinquished and released Seller and Seller-Related Entities from and against any and all claims, demands, causes of action (including, without limitation, causes of action in tort), losses, damages, liabilities, costs and expenses (including, without limitation, attorneys' fees and court costs) of any and every kind or character, known or unknown, which Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on Buyer's behalf or otherwise related to or affiliated with Buyer might have asserted or alleged against Seller and/or Seller-Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including, without limitation, environmental conditions), the Leases and the Tenants, violations of any applicable laws (including, without limitation, any environmental laws) or any and all other acts, omissions, events, circumstances or matters regarding the Property. Except as expressly set forth herein or in the Closing Documents, Buyer shall not look to Seller or any Seller-Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and the Closing Documents.

Section 7.6 Effect and Survival of Disclaimer and Release . Seller and Buyer acknowledge that the compensation to be paid to Seller for the Property reflects that the Property is being sold subject to the provisions of Section 7.5, and Seller and Buyer agree that the provisions of Section 7.5 shall survive Closing indefinitely.

ARTICLE VIII

TITLE AND PERMITTED EXCEPTIONS

Section 8.1 Permitted Exceptions . Seller shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

any of the foregoing received after the date of the initial title commitment, survey or zoning report, within five (5) Business Days after the Buyer’s receipt of such information (and the Closing Date shall be adjourned to the extent necessary to allow such five (5) Business Day period to elapse prior to Closing), give notice to Sellers specifying all title exceptions set forth in such updated commitment, matters disclosed in such updated survey or objections to building code or zoning violations set forth in such updated zoning report or otherwise which the Buyer claims are not Permitted Exceptions, (each such notice an “ Objection Notice ”).

Section 8.3 Use of Cash Consideration Amount to Discharge Title Exceptions . If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same, provided that the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

Section 8.4 Inability to Convey . Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Seller’s inability to convey title to the Properties subject only to the Permitted Exceptions.

have the right, at its sole election, by written notice to Seller on or prior to the Closing, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction pursuant to Section 13.3(c) hereof. If Buyer fails to so give Seller notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. If Seller does so reasonably cure or satisfy, or undertake to reasonably cure or satisfy, such objection to the satisfaction of Buyer, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property shall be removed from the Assets to be sold hereunder, all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted and the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for each such affected Property. Upon termination of this Agreement pursuant to this Section 8.5 together with Section 13.3(c), (x) to the extent the Earnest Money is in the form of immediately available wired funds, such funds shall be promptly refunded to the Buyer and to the extent the Earnest Money is in the form of a letter of credit, such letter of credit shall be promptly returned to the Buyer and (y) neither party shall have any further rights or obligations hereunder other than those which expressly survive the termination of this Agreement or as otherwise provided in this Agreement (including, without limitation Section 13.2(c)). The provisions of this Section 8.5 shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5, Section 8.6, Section 9.2 and Section 13.3 shall be subject to Section 13.3(c).

Section 8.6 Voluntary Title Exceptions; Monetary Title Exceptions . If any of the Title Objections are Voluntary Title Exceptions or Monetary Title Exceptions, then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to Closing; provided , however , that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6 of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000.00. The Sellers shall be entitled to one or more adjournments of the Closing Date not to exceed 15 days in the aggregate (inclusive of any adjournments made by the Sellers pursuant to Section 8.5 hereof) to discharge all Voluntary Title Exceptions and Monetary Title Exceptions, other than those Voluntary Title Exceptions that evidence or relate to the Sellers Other Loans. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions) which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6 of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), (ii) to terminate this Agreement and the Other PSAs and receive a refund of the Earnest Money, and in the event of such termination neither party shall have any further rights or obligations hereunder other than those which expressly survive the termination of this

Agreement (including, without limitation, Section 13.2(c)) or (iii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. If Buyer terminates this Agreement pursuant to this Section 8.6 then Buyer shall be required to terminate each Other PSA pursuant to Section 8.6 of each Other PSA. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property shall be removed from the Assets to be sold hereunder, all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted and the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for each such affected Property.

Section 8.7 Buyer’s Right to Accept Title . Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date (as it may have been adjourned by the Sellers pursuant to this Article VIII), elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to Closing but, the Buyer shall not be entitled to any abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

Section 8.8 Cooperation . The Buyer and the Sellers shall cooperate with the Title Company in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of title insurance, including, without limitation, (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit P with such other reasonable additions thereto as may be requested by the Title Company.

ARTICLE IX

TRANSACTION COSTS; RISK OF LOSS

charges and mortgage taxes applicable to the Seller’s Loan and any third-party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the Sellers and the Buyer shall each be responsible for (i) the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Assets and (ii) one-half of the fees and expenses of the Escrow Agent, (b) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (c) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties and recording any instruments required for Sellers to convey title to the Properties subject only to the Permitted Exceptions. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 9.1.

Section 9.2 Risk of Loss.

(a) If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer, and the Buyer may either at or prior to the Closing, in its sole discretion:

(ix) terminate this Agreement as to the affected Property only and consummate the Closing as to the other Properties, in which event the Sellers will credit against the Gross Asset Value an amount equal to the Allocated Asset Value of the affected Property; or

(x) consummate the Closing as to the affected Properties, in which event (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, and (B) Sellers will at Closing assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(b) If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer and, except with respect to damage or destruction described in clause (i) above that has been fully repaired and restored as of the Closing Date, the provisions of subsection 9.2(a)(ii) shall apply.

Allocated Asset Value of such Property or (ii) $10,000,000.00. Buyer’s right to exclude any Property pursuant to this Section 9.2, Section 8.5, Section 8.6, Section 13.3 and Section 14.29 shall be subject to Section 13.3(c).

ARTICLE X

ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article X shall be made at Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Seller and submitted to Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between Seller and Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in Seller’s favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at Closing, with Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

Section 10.1 Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “ Real Estate Tax ”) shall be prorated between Buyer and Seller on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year of Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.13 below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Seller acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Seller and Buyer when the rate is fixed for the calendar year during which the Closing occurs. Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. Buyer shall pay all Real Estate Tax due and payable after Closing and reconciliations with Tenants shall be responsibility of Buyer post-Closing pursuant to Sections 10.2 and 10.13 below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Seller be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “ Cash Basis ” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of Closing, regardless of when such Real Estate Tax accrue or the assessment period of the Real Estate Tax.

(i) Prepaid Tax . If any portion of any assessments against the Property other than Real Estate Tax that are paid by Seller with respect to the Property at or prior to the Closing, determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, Buyer shall pay to Seller at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(ii) INTENTIONALLY OMITTED .

(iii) Installments . To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1 Seller's prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

Section 10.2 Fixed Rents, Additional Rents and Security Deposits.

(a) All fixed rents (“ Fixed Rents ”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “ Rents ”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. Seller shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to Buyer on the Closing Date. Seller shall also transfer to Buyer any security deposits that are held in the form of letters of credit (the “ SD Letters of Credit ”) if the same are transferable, at Buyer’s cost (including Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, Seller shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of Buyer by Closing, Buyer shall pursue such replacement after Closing and Seller shall take all reasonable action, as directed by Buyer and at Seller’s expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs, (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing; provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this provision, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so-called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant's allocable share

of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b) Additional Rent shall be determined in accordance with the Leases, including without limitation any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “ Closing Year ”) shall be determined in accordance with Section 10.2(c)) hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c) In order to enable Buyer to make any year-end reconciliations of tenant reimbursements of Additional Rent for the Closing Year after the end thereof, Seller shall determine in accordance with Section 10.2(b) hereof the Additional Rent actually paid or incurred, or to be paid or incurred, by Seller for the portion of the Closing Year during which Seller owned the Property (the portion of such Additional Rent corresponding to Seller’s period of ownership, the “ Sellers’ Actual Reimbursable Tenant Expenses ”) and the tenant reimbursements for such Additional Rent actually paid or to be paid by tenants for the Closing Year during which Seller owned the Property ( the portion of such reimbursements for Additional Rent corresponding to Seller’s Period of Ownership, the “ Sellers’ Actual Tenant Reimbursements ”). On or before the date that is sixty (60) days after the Closing Date, Seller shall deliver to Buyer a reconciliation statement (“ Sellers’ Reconciliation Statement ”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that Sellers’ Actual Reimbursable Tenant Expenses were either more or less than Sellers’ Actual Tenant Reimbursements). Any amount due Seller pursuant to the foregoing calculation (in the event Sellers’ Actual Tenant Reimbursements are less than Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to Seller promptly upon receipt by Buyer of such amounts from the applicable Tenant. In the event Sellers’ Actual Tenant Reimbursements as disclosed on Seller’s Reconciliation Statement are more than Sellers’ Actual Reimbursable Tenant Expenses, then Seller shall pay such amounts to Buyer within thirty (30) days after delivery of Sellers’ Reconciliation Statement to Buyer and, upon receipt of such payment, Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d) Seller and Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases (“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within two (2) years after the Closing Date and applicable, in whole or in part to the Seller’s period of ownership, Seller agrees that (i) Seller shall reasonably cooperate with Buyer in responding to information requests made in connection therewith, and (ii) Seller shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed

overpayments received by Seller. Seller’s obligations under this Section 10.2(d) shall not be subject to the time limitations set forth in Section 10.13(b) or 10.13(c) hereof.

(e) INTENTIONALLY OMITTED .

Section 10.3 Water and Sewer Charges . Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water meter, or meters, on the Property, the Sellers agrees that they shall at the Closing furnish a reading of same to a date not more than 30 days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

Section 10.4 Utility Charges . Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after such date. Buyer shall arrange for such service to be placed in Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

Section 10.5 Contracts . Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

Section 10.6 Miscellaneous Revenues . Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

(including commissions to Seller’s in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Escrow Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or (3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Escrow Period or on or after the Closing Date. In addition, Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing. If, as of the Closing Date, Seller shall have paid any Leasing Costs for which Buyer is responsible pursuant to the foregoing provisions, Buyer shall reimburse Seller therefor at Closing. Seller shall pay (or cause to be paid), prior to Closing, or credit Buyer at Closing (to the extent unpaid) all Leasing Costs for which Seller is responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), Seller shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) Buyer shall receive a credit at closing for any unfunded contractual Leasing Costs and (b) Buyer shall not be responsible for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(h)(ii). In addition to the foregoing, at Closing, Buyer shall be responsible (and shall reimburse Seller at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(h)(ii) attached hereto. For purposes hereof, the term “ Escrow Period ” shall mean the period from December 11, 2014 until the Closing Date. Seller shall deliver to Buyer all Lease Termination Payments received by or on behalf of Seller from and after the date hereof, except, however, with respect to the Lease Termination Payment in the amount of $295,000.00 which has been received by Seller in connection with the termination of that certain lease with Savvis Communications Corporation for the premises known as Suite 100, 424 South Woods Mill Road, St. Louis, Missouri, pursuant to that certain Termination Agreement effective December 19, 2014, Seller shall retain a portion thereof in the amount of $91,616.11 and shall deliver to Buyer the balance thereof in the amount of $203,383.89. Buyer acknowledges approval of the Leases referenced on Schedule 3.3(h)(ii) .

Section 10.8 Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners' Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, Seller shall pay to Buyer an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such charges were paid before the Closing Date for a period from and after the Closing Date, Buyer shall pay to Seller an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

Section 10.9 INTENTIONALLY OMITTED .

Section 10.10 INTENTIONALLY OMITTED .

Section 10.11 INTENTIONALLY OMITTED .

Section 10.12 General . Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable; however, there will be no prorations for insurance premiums or payroll (because Buyer is not acquiring or assuming Sellers’ insurance or employment payroll obligations).

Section 10.13 Re-Adjustment .

(a) In the event any prorations or apportionments made under this Article X shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b) Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information but in no event to exceed eighteen (18) months after Closing).

ARTICLE XI

SURVIVAL OF OBLIGATIONS; LIABILITY

Section 11.1 Survival of Obligations; Liability of Sellers . The Sellers hereby confirm and agree that each of the representations and warranties and the covenants of each of the Sellers set forth in or made pursuant to and in accordance with this Agreement or in any Closing Document (the “ Seller Surviving Representations and Covenants ”) shall, subject to Section 11.4 below, survive the Closing Date and shall not be deemed to be merged into any instrument of conveyance delivered at the Closing. From and after the Closing Date, subject to the provisions of Section 11.3 below, each of Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “ Buyer-Related Entities ”) shall have the right to claim against Sellers for all costs, fees, expenses, damages, deficiencies, interest and penalties (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by any such Buyer Related Entity in connection with any and all losses, liabilities, claims, damages and expenses (“ Losses ”), arising out of, or in any way relating to the Seller Surviving Representations and Covenants as provided in this Section 11.1. In addition, from and after the Closing Date, Seller shall indemnify and hold harmless each Buyer-Related Entity for all Losses arising out of, or in any way relating to, the WARN Act or similar laws with respect to any employees or former employees of Seller who are hired by Buyer (the “ WARN Act Indemnification ”), it being understood that this WARN Act Indemnification shall survive Closing.

Section 11.2 Liability of Buyer . The Buyer hereby confirms and agrees that each of the representations and warranties of the Buyer set forth in or made pursuant to and in

accordance with this Agreement or in any Closing Document (the “ Buyer Surviving Representations and Covenants ”) shall survive the Closing Date and shall not be deemed to be merged into any instrument of conveyance delivered at the Closing. From and after the Closing Date, each of Seller and the Seller Related Entities shall have the right to claim against Buyer for all costs, fees, expenses, damages, deficiencies, interest and penalties (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by any such Seller Related Entity in connection with any Losses, arising out of, or in any way relating to the Buyer Surviving Representations and Covenants as provided in this Section 11.1.

Section 11.3 Cap on Liability . Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “ Cap ”), however, Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement unless such claims exceed $50,000.00 in the aggregate under this Agreement and the Other PSAs combined (the “ Basket ”). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to (i) Losses suffered or incurred as a result of any breaches of the covenants and obligations of Seller set forth in Section 3.11, Article X, Article XII, Section 9.1, Section 14.3, Section 14.30 and Section 14.32(i) of this Agreement, (ii) the Contractor Warranty, or (iii) the WARN Act Indemnification.

Section 11.4 Survival . The representations, warranties and covenants contained in this Agreement and the Closing Documents shall survive for a period of two (2) years after the Closing, unless a longer or shorter survival period is expressly provided for in this Agreement (it being agreed that an express statement that a provision survives Closing without reference to a specified time period shall mean the applicable provision survives Closing indefinitely).

ARTICLE XII

TAX CERTIORARI PROCEEDINGS

Section 12.1 Prosecution and Settlement of Proceedings . If any tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided , however , that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such tax reduction proceedings.

prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to taxes payable in years prior to the Closing year and shall be allocated between the parties based on their periods of ownership is relating to taxes payable in the Closing year. Notwithstanding the foregoing, if any refund related to the Closing year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such tenant), then (a) if such refund is received by Seller, Seller shall, subject to Buyer’ reasonable approval of Seller’s calculations, pay Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by Buyer, Buyer shall pay the full amount of such refund to Seller to be allocated and disbursed as set forth above. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to Seller or Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided , however , that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding..

Section 12.3 Survival . The provisions of this Article XII shall survive the Closing.

ARTICLE XIII

DEFAULT

Section 13.1 Buyer Default .

(a) This Agreement may be terminated by the Sellers prior to the Other Assets Closing if the Other Assets Closing does not occur by reason of a material breach or default by the Buyer in the performance of its obligation to purchase the Other Assets under this Agreement (including, without limitation, Buyer’s failure to comply with the requirements of Section 6.1)) or if any Other PSA Closing does not occur by reason of a material breach or default by the Buyer in the performance of its obligation to purchase the applicable Other PSA Assets under such Other PSA (including, without limitation, Buyer’s failure to comply with the requirements of Section 6.1 of such Other PSA); provided, however, that if Seller terminates this Agreement pursuant to this Section 13.1(a) then Seller shall be required to terminate each Other PSA pursuant to Section 13.1(a) of each Other PSA.

(b) In the event this Agreement is terminated pursuant to subsection 13.1(a), this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (i) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (ii) as set forth in subsection 13.1(c).

and Seller shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

Section 13.2 Seller Default.

(a) This Agreement may be terminated by the Buyer prior to the Other Assets Closing if (i) any of the conditions precedent to Buyer’s obligations set forth in Section 5.2 of this Agreement or Section 5.2 of any Other PSA have not been satisfied or waived by the Buyer on or prior to the Other Assets Closing Date and such failure to satisfy the conditions precedent relate to either (1) Assets and Other PSA Assets with an aggregate Allocated Asset Value of $75,000,000.00 or more or (2) Sellers and Other PSA Sellers owning Assets and Other PSA Assets in excess of an aggregate Allocated Asset Value of $75,000,000.00, or (ii) the Other Assets Closing does not occur by reason of a material breach or default by the Seller in the performance of its obligations under this Agreement (including, without limitation, Seller’s failure to comply with the requirements of Section 5.2 or Section 6.2)) or any Other PSA Closing does not occur by reason of a material breach or default by the applicable Other PSA Seller in the performance of its obligations under the applicable Other PSA (including, without limitation, such Other PSA Seller’s failure to comply with the requirements of Section 5.2 or Section 6.2 of such Other PSA)); provided, however, that if Buyer terminates this Agreement pursuant to this Section 13.2(a) then Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA. In lieu of terminating this Agreement pursuant to the preceding sentence, the Buyer may specifically enforce the terms and provisions of this Agreement (but if elected no other action, for damages or otherwise, shall be permitted so long as such specific performance is granted to Buyer); provided that any action by Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other Assets Closing Date as may be extended, and the failure to file within such period shall constitute a waiver by Buyer of such right and remedy. If Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified Seller of its election to terminate this Agreement, Buyer's sole remedy for Seller's default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(c).

(b) Upon termination of this Agreement by the Buyer pursuant to subsection 13.2(a), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in subsection 13.2(c) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in subsection 13.2(c)).

(c) Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing including any lender commitment fees, if any (not to exceed $10,000,000.00 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if Buyer succeeds in an action to cause specific performance. Buyer also shall be entitled to reimbursement of its expenses as described in this subsection 13.2(c) in the event Seller terminates this Agreement pursuant to Section 5.1(g). The provisions of this subsection 13.2(c) shall survive the termination of this Agreement.

Section 13.3 Material Defects Arising Prior to the Closing. (a) In addition to the other rights and remedies Buyer has pursuant to this Agreement, including pursuant to Section 13.2 above, if prior to the Other Assets Closing, with regard to any Asset:

(i) any representation or warranty made by a Seller under Sections 3.1 or 3.2 shall prove not to be true and correct as of the date made or deemed made and the relevant Seller shall have failed or been unable to promptly cure the same in accordance with the provisions of this Agreement; or

(ii) the relevant Seller shall be unable to perform in all material respects, the obligations required to be performed by the relevant Seller under this Agreement prior to or at the Other Assets Closing, with respect to such Asset, including, without limitation, (A) conveying title to a Property in the condition required under Section 8.1, (B) satisfying the requirements of Section 5.2, or (C) satisfying the requirements of subparagraph 3.4(b)(i) as it relates to a Tenant Estoppel (or Lease Required Estoppel, as applicable) for each Property;

(any such event being referred to as an “ Asset Specific Default ”), then, prior to the Other Assets Closing Date, the Buyer may elect, by notice to the Sellers (each a “ Buyer Exclusion Notice ”), to exclude such affected Asset from the Assets to be sold by the Sellers to the Buyer hereunder and thereafter such affected Asset shall be removed from the Assets to be sold hereunder, all references to such Assets in this Agreement shall be deemed deleted and the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for each such affected Asset. Without limitation of the provisions of Section 13.3(c), if all of the Assets are removed from the Assets to be sold hereunder, then this Agreement shall be deemed terminated and neither party shall have any further rights or obligations to the other, except for those expressly stated to survive the termination of this Agreement (including, without limitation Section 13.2(c)) (it being understood that the termination of any Other PSA pursuant to Section 13.3 thereof shall not, in and of itself, cause the termination of this Agreement).

(b) INTENTIONALLY OMITTED .

have a right to terminate this Agreement as to all Properties (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3(c) then such party shall be required to terminate each Other PSA pursuant to Section 13.3(c) of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations to the other, except for those expressly stated to survive the termination of this Agreement (including, without limitation Section 13.2(c)). Notwithstanding the foregoing, the removal of the ROFO Assets due to the failure of the Seller to deliver Tenant Estoppels executed by the ROFO Tenants that include statements confirming that such ROFO Tenants have no purchase rights as more particularly described in Section 3.4(b) shall not be taken into account in the calculation of whether the aggregate amount of the Allocated Asset Value for the Assets removed from the terms of this Agreement or contemplated transactions is equal to or in excess of $75,000,000. For the avoidance of doubt, the removal of the Time Warner Asset or any ROFO Asset pursuant to Section 14.29 shall not be taken into account in the calculation of whether the aggregate amount of the Allocated Asset Value for the Assets removed from the terms of this Agreement or contemplated transactions is equal to or in excess of $75,000,000. Nothing contained in this Section 13.3(c) shall in no way limit the other rights and remedies of Buyer pursuant to this Agreement including, pursuant to Section 13.2 above. This Section 13.3(c) shall be of no further force or effect following the Other Assets Closing.

Section 13.4 Buyer Default (Perimeter) .

(a) Perimeter Four may be removed by Sellers from the Assets to be sold hereunder prior to the Perimeter Closing if the Perimeter Closing does not occur by reason of a material breach or default by the Buyer in the performance of its obligation to purchase Perimeter Four under this Agreement (including, without limitation, Buyer’s failure to comply with the requirements of Section 6.1)). Nothing in this Section 13.4(a) shall limit the terms and conditions of Section 13.3(c).

(b) In the event Perimeter Four is removed pursuant to subsection 13.4(a), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Perimeter Earnest Money is held in the form of immediately available wired funds, disburse the Perimeter Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Perimeter Earnest Money is held in the form of a letter of credit, deliver the letter of credit to Seller and Seller shall make a drawing upon such receipt of the letter of credit. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by Sellers as a result of such a default by the Buyer, and agree that the Perimeter Earnest Money is a reasonable approximation thereof. Accordingly, the Perimeter Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

Section 13.5 Seller Default (Perimeter) .

(a) Perimeter Four may be removed by Buyer from the Assets to be sold hereunder prior to the Perimeter Closing if (i) any of the conditions precedent to Buyer’s obligations set forth in Section 5.2 or Section 14.32 have not been satisfied or waived by the Buyer on or prior to the Perimeter Closing Date and such failure to satisfy the conditions precedent relate to either Perimeter Four or the Seller of Perimeter Four, (ii) the Perimeter Closing does not occur by reason of a material breach or default by the Seller in the performance of its obligations under this Agreement relating to Perimeter Four or the Seller of Perimeter Four (including, without limitation, Seller’s failure to comply with the requirements of Section 5.2, Section 6.2 or Section 14.32)), or (iii) any representation or warranty made by a Seller under Sections 3.1, 3.2 or 14.32 relating to either Perimeter Four or the Seller of Perimeter Four shall prove not to be true and correct as of the date made or deemed made and the relevant Seller shall have failed or been unable to promptly cure the same in accordance with the provisions of this Agreement. In lieu of removing Perimeter Four from the Assets to be sold hereunder pursuant to the preceding sentence, the Buyer may specifically enforce the terms and provisions of this Agreement (but if elected no other action, for damages or otherwise in connection with such Seller breach or default, shall be permitted so long as such specific performance is granted to Buyer); provided that any action by Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Perimeter Closing Date as may be extended, and the failure to file within such period shall constitute a waiver by Buyer of such right and remedy. If Buyer elects to remove Perimeter Four from the Assets to be sold hereunder as set forth above, Buyer shall receive the Perimeter Earnest Money (together with interest thereon), and Buyer also shall be entitled to reimbursement of its actual out-of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing including any lender commitment fees, if any, in each case to the extent relating to Perimeter Four (not to exceed $10,000,000.00 in the aggregate when added to any expense reimbursement paid by Seller pursuant to Section 13.2(c)). Nothing in this Section 13.5(a) shall limit the terms and conditions of Section 13.3(c).

(b) Upon removal of Perimeter Four from the Assets to be sold hereunder pursuant to subsection 13.5(a), as the Buyer’s sole and exclusive remedy upon such removal (except for the additional remedy provided in the last clause of subsection 13.5(a) above), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Perimeter Earnest Money is in the form of immediately available wired funds, disburse the Perimeter Earnest Money to the Buyer, or (ii) to the extent the Perimeter Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer.

Section 13.6 Limitation on Liability .

(a) No shareholder or agent of Seller, nor any Seller-Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Seller's assets for the payment of any claim or

for any performance, and Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b) The provisions of this Section 13.6 shall survive the Closing or sooner termination of this Agreement.

ARTICLE XIV

MISCELLANEOUS

Section 14.1 Use of Duke Name . The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the name “Duke Realty” or any Seller’s name in any way whatsoever, except to the extent permitted under this Agreement.

Section 14.2 Joint and Several Liability . Each Seller who is a party as a Seller to this Agreement (“ Seller Party ”) shall be jointly and severally liable for all of the obligations and liabilities of Seller (and each other Seller) under this Agreement. Without limiting the generality of the foregoing, (i) each reference herein to Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by Seller” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by Seller” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of Seller” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “ Seller Agent ”) to act as an agent for Seller (and for each Seller Party individually) in connection with all actions to be taken by Seller and/or a Seller Party in connection with this Agreement (including, without limitation, giving and receiving notices, granting or denying of consents, and accepting payments to be made to Seller under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval or other notice given by the Seller Agent to Buyer shall be deemed to have been given by, and shall be binding on, Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any notice given by Buyer to the Seller Agent shall be deemed to have been given to Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (iv) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by Seller or any individual Seller Party pursuant to this Agreement actually be taken by Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2 shall survive the Closing.

losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from Sellers’ breach of the foregoing representation in this subsection 14.3(a). The provisions of this subsection 14.3(a) shall survive the Closing and any termination of this Agreement.

(c) The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by Seller (which shall be paid by Seller in accordance with subsection 14.3(b)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from Buyer’s breach of the foregoing representation in this subsection 14.3(b). The provisions of this subsection 14.3(b) shall survive the Closing and any termination of this Agreement.

Section 14.4 Confidentiality; Press Release; IRS Reporting Requirements .

(a) From and after the date of this Agreement, neither Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and Buyer from releasing a joint press release concerning the sale of the Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or applicable law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter. The parties hereto agree that the individual prices of each Asset are not required to be disclosed by law, court order, or any other authority specified in clause (ii) of the foregoing sentence. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, tax, accounting, or other reporting purposes or other applicable law, (2) confidential disclosures to affiliates of either any Seller or Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members and investors of Buyer provided that Buyer shall advise each such party of the confidential nature of such information and that such parties agree to maintain the confidentiality thereof.

(b) The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby, provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date.

any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “ IRS Reporting Requirements ”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “ Reporting Person ” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Section 14.5 Escrow Provisions .

(a) The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest-bearing bank account at First American Trust, FFB (the “ Escrow Account ”).

(b) The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until any termination of the transaction contemplated by this Agreement pursuant to Section 7.3 hereof, the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this subsection 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At Closing, the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 7.3, the Earnest Money, together with all interest earned thereon, shall be returned to Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within 24 hours give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within three (3) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such three (3) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Cook County, Illinois. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

(c) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including

attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d) The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

Section 14.6 Successors and Assigns; No Third-Party Beneficiaries . The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

Section 14.7 Assignment . This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in Seller’s sole discretion. Notwithstanding the foregoing, (i) Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of Buyer in which Buyer owns at least 50% of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of Buyer (as applicable, a “ Majority Owned or Controlled Entity ”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Assets will be assigned at Closing (each, a “ Designated Subsidiary ”). In the event of any assignment of this Agreement by Buyer, the assignor automatically shall be deemed to have been released from all of its obligations hereunder and the assignee automatically shall be deemed to have assumed the same.

Section 14.8 Further Assurances . From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement.

Section 14.9 Notices . All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9, provided that, except with respect to notices in connection with New Leases and new contracts pursuant to Sections 3.3(c) and 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96 ^th Street, Suite 100

Indianapolis, IN 46240

Attention: Nick Anthony
Email: nick.anthony@dukerealty.com

with copies thereof to:

Duke Realty Corporation

600 East 96 ^th Street, Suite 100

Indianapolis, IN 46240

Attention: Ann Dee
Email: ann.dee@dukerealty.com

(b) To the Buyer:

c/o Starwood Capital Group Global, L.P.

1255 23rd Street NW, Suite 675

Washington, D.C. 20037

Attention: Mark B. Keatley
Email: keatlem@starwood.com

with copies thereof to:

c/o Rinaldi, Finkelstein & Franklin, LLC

591 West Putnam Avenue

Greenwich, Connecticut 06830

Attention: Ellis F. Rinaldi, Esq.
Email: rinaldi@starwood.com

and with copies thereof to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention: Jonathan A. Schechter, P.C.
Email: jonathan.schechter@kirkland.com

First American Title Insurance Company

30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602
Attention: Steve Zellinger
Email: szellinger@firstam.com

(d) All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of 5 days’ prior notice thereof to the other parties.

Section 14.10 Entire Agreement . This Agreement, the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

Section 14.11 Amendments . This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

Section 14.12 No Waiver . No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

Section 14.13 Governing Law . This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Illinois unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Illinois.

Section 14.14 Submission to Jurisdiction . To the maximum extent permitted by applicable law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the Circuit Court of the State of Illinois – Cook County and (b) the United States District Court for the Northern District of Illinois for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Illinois with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the Circuit Court of the State of Illinois – Cook County and (b) the United States District Court for the Northern District of Illinois, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 14.15 Severability . If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or

unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Section 14.16 Section Headings . The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

Section 14.17 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

Section 14.18 Construction . The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

Section 14.19 Recordation . Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section shall survive the Closing or any termination of this Agreement

Section 14.20 INTENTIONALLY OMITTED.

Section 14.21 Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Assets or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction.

Section 14.22 Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys' fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

Section 14.23 Like Kind Exchange . Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees or qualified intermediaries retained by the party seeking to effect such exchange or exchanges; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

Section 14.24 Disclosure . Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to such tax treatment and tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the tax treatment or tax structure of the transaction including specific economic terms of this Agreement. The provisions of this Section 14.24 shall survive the Closing.

Section 14.25 Waiver of Trial by Jury . Seller and Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.25 shall survive the Closing or termination hereof.

Section 14.26 Date for Performance . If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

Section 14.27 Time of the Essence . Time shall be of the essence of this Agreement and each and every term and condition hereof.

Section 14.28 Adjournment of Closing . In the event any Other PSA Closing is adjourned pursuant to Section 3.4(c), Section 3.6, Article VIII or for any reason, the Closing under this Agreement shall be adjourned for the same period of time.

Section 14.29 Failure to Obtain Waiver . In the event that Time Warner exercises its right of first refusal pursuant to the Right of First Refusal Agreement dated January 18, 2008, then the Time Warner Asset shall be removed from the definition of Assets and the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Asset. In the event that any ROFO Tenant exercises its right of first offer pursuant to the applicable ROFO Lease, then the applicable ROFO Asset shall be removed from the definition of Assets and the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such ROFO Asset.

respective Lease under which performance of the Incomplete TI Work is required, and (b) all applicable laws, ordinances, rules, codes and regulations of any governmental authority. Seller shall be responsible for obtaining (or, to the extent required pursuant to the applicable Lease, causing the applicable Tenant to obtain) all permits, approvals and licenses necessary to perform such Incomplete TI Work. Seller further covenants and agrees that it shall use good faith and diligent efforts to coordinate the performance of all Incomplete TI Work (i) in a manner reasonably designed to minimize interference with the occupancies and business operations of the Tenants at the applicable Properties, and (ii) with Buyer. Any warranties and guaranties issued in connection with such Incomplete TI Work shall be for the benefit of, and enforceable by, Buyer. Seller shall maintain and shall cause all contractors performing Incomplete TI Work to maintain insurance reasonably satisfactory to Buyer, naming Buyer as an additional insured, and shall provide certificates evidencing such insurance at Buyer’s request. Upon submission by Seller to Buyer, no more frequently than monthly, of (x) the invoices and billing statements for that portion of the Incomplete TI Work for which Buyer is responsible, and (y) lien waivers from the applicable contractors and other evidence reasonably satisfactory to Buyer that such portion of the Incomplete TI Work has been completed, Buyer shall promptly pay or reimburse Seller for such invoices and bills. Upon completion of the Incomplete TI Work with respect to each Lease, Seller shall provide Buyer with evidence of completion, including a certificate of occupancy. Seller shall cooperate with Buyer in arranging for inspections of the progress of the Incomplete TI Work from time to time. Seller shall promptly and diligently correct any and all defects in the Incomplete TI Work following completion of the Incomplete TI Work or any portion thereof. Seller shall indemnify, defend and hold harmless Buyer for, from and against any and all Losses (excluding consequential and punitive damages) incurred by Buyer arising from or in connection with Seller’s failure to perform and complete the Incomplete TI Work, except to the extent caused by the negligence or willful misconduct of Buyer. The provisions of this Section 14.30 shall survive the Closing.

Section 14.31 INTENTIONALLY OMITTED .

Section 14.32 Perimeter Four .

(a) Construction . Seller and Buyer acknowledge that Perimeter Four is under construction. Seller shall complete the construction of the improvements currently under construction at Perimeter Four, including, without limitation, the improvements required by the Channeladvisor Lease (as defined below) (collectively, the “ Perimeter Improvements ”) in a good, workmanlike and lien-free manner, consistent with the quality of work Seller has previously performed at the Properties, and in accordance with (i) all applicable provisions and requirements of the Lease by and between Duke Realty Limited Partnership as Landlord and Channeladvisor Corporation as Tenant dated August 15, 2014 (“ Channeladvisor Lease ”), (ii) the Perimeter Plans and Specifications (as defined below), (iii) all other Leases and Owners’ Association Documents for Perimeter Four, and (iv) all applicable laws, ordinances, rules, codes and regulations of any governmental authority. Seller shall be responsible for obtaining all permits, approvals and licenses necessary to complete the construction of Perimeter Four. Buyer and Seller acknowledge that the Perimeter Improvements include (1) the building shell for Perimeter Four, (2) the tenant improvements under the Channeladvisor Lease, (3) the tenant improvements for any other Lease in Perimeter Four which are required to be completed simultaneously with the tenant improvements under the Channeladvisor Lease, and (4) any other improvements contemplated by the Perimeter Plans and

Specifications. From the date hereof until the Perimeter Closing, the Buyer Architect (as defined below) shall have the right from time to time upon reasonable notice to inspect the Perimeter Improvements, and Seller shall reasonably cooperate to allow the Buyer Architect access thereto.

(b) Substantial Completion . At such time as Seller in good faith believes the Perimeter Improvements have been Substantially Completed, Seller shall deliver to Buyer the following items with respect to the Perimeter Improvements: (i) a certificate from the current architect for the Perimeter Improvements (the “ Perimeter Architect ”) certifying to Buyer that the Perimeter Improvements have been substantially completed on AIA Form G704, subject to Punch-List Items; (ii) a temporary certificate of occupancy and all other certificates, licenses, consents and approvals required for the use and operation of the Perimeter Improvements, issued by the appropriate governmental authorities (other than a final certificate of occupancy); (iii) an executed “Letter of Understanding” attached as Exhibit “C” to the Channeladvisor Lease; (iv) to the extent available (unless such unavailability is the result of defects in the Perimeter Improvements or deviations thereof from the Perimeter Plans and Specifications), a certification or acknowledgement from the applicable engineer or engineers for the Perimeter Improvements stating that, in regard to the material/controls inspections and based on the material/controls inspection reports (the “ Controls Inspection Reports ”), the Perimeter Improvements have been Substantially Completed in accordance with the Perimeter Plans and Specifications; and (v) lien releases and lien waivers evidencing that all work performed and materials supplied for the Perimeter Improvements has been paid to date (collectively, the “ Preliminary Completion Items ”). Within ten (10) days after Seller has delivered to Buyer all of the Preliminary Completion Items, Seller, Buyer, Buyer’s agents and representatives, the Perimeter Architect and an architect selected by Buyer (the “ Buyer Architect ”) shall conduct a final walk through of Perimeter Four and the Perimeter Improvements to assess the status of completion of the Perimeter Improvements (the “ Walk-Through ”). During such walk-through of the Property, Seller and Buyer (acting in good faith and in a commercially reasonable manner) shall list any Punch-List Items (as defined below). “ Substantial Completion ” and “ Substantially Completed ”, as applicable, shall mean (i) all of the Preliminary Completion Items have been delivered to Buyer, (ii) the Buyer Architect shall have confirmed to Buyer that the Perimeter Improvements have been substantially completed, subject to Punch-List Items, and (iii) construction of the Perimeter Improvements has been completed in accordance with Section 14.32(a) of this Agreement, subject only to Punch-List Items that (A) are estimated by the Perimeter Architect and the Buyer Architect to cost less than $500,000.00 in the aggregate to complete and correct, and (B) do not, individually or collectively, (x) have an adverse effect on the operation of Perimeter Four or the occupancy of any Tenant therein or (y) result in any offset against or reduction of rent payable to Buyer under the Leases. Seller shall achieve Substantial Completion no later than December 31, 2015, subject to Force Majeure Delays (as defined below). Buyer shall be solely responsible for the fees and costs of the Buyer Architect, and Seller shall have no responsibility therefor.

(c) Punch-List Items . For purposes of this Agreement, the term “ Punch-List Items ” shall mean those minor repairs of completed but defective work or those minor, uncompleted items related to the construction of the Perimeter Improvements, such as, for example, landscaping items which have not been completed as a result of severe weather or because they are to be completed after substantial completion of the Perimeter Improvements. Seller shall cause the Punch-List Items to be completed and corrected at Seller’s expense as

soon as possible following the Walk-Through. Buyer hereby grants Seller (and its contractors and agents) the right to access the Property after the Perimeter Closing (as defined below) to complete the Punch List Items, provided that Seller (and its contractors and agents) shall do so in a manner reasonably designed to minimize interference with (x) the occupancies and business operations of the Tenants in the Perimeter Improvements or (y) Buyer. At the Perimeter Closing, the parties agree to allow the Escrow Agent to withhold from the Perimeter Purchase Price due Seller at the Perimeter Closing an amount equal to one hundred ten percent (110%) of the estimated cost of completing such Punch-List Items after the Perimeter Closing, as reasonably determined by Seller and reasonably approved by Buyer (“ Punch-List Holdback ”). The Punch-List Holdback shall be deposited by the Escrow Agent in an interest-bearing account, with interest accruing for Seller’s benefit, pursuant to a holdback escrow agreement consistent with the terms hereof and otherwise in form and substance reasonably acceptable to Seller and Buyer. The Punch-List Holdback shall be released to Seller upon the completion and satisfaction of the following: (a) completion of all of the Punch-List Items by Seller, which completion thereof has been reasonably approved by the Perimeter Architect and the Buyer Architect; (b) delivery of the certificate of completion and, to the extent applicable, the final certificate of occupancy for the Perimeter Improvements for the shell, and a temporary certificate of occupancy for any tenant improvements; and (c) delivery of final lien waivers from all of the contractors, subcontractors and materialmen that have performed work at or delivered materials to the Perimeter Improvements (collectively, (a), (b) and (c) above shall be referred to as “ Punch-List Holdback Conditions ”). If Seller has a good faith dispute with a contractor or material supplier who has filed a lien against the Property, Seller shall have the right to satisfy the Punch-List Holdback Conditions by bonding over such lien or having the Title Company insure over such lien, in each case in a manner reasonably acceptable to Buyer. If Seller has not satisfied the foregoing Punch-List Holdback Conditions within ninety (90) days after the Perimeter Closing or such longer time as may be reasonably required for long-lead items (but in no event longer than an additional thirty (30) days), despite being given reasonable access to the Perimeter Improvements in accordance herewith, subject to Force Majeure Delays, then Buyer shall have the right, but not the obligation, to undertake to complete the Punch-List Holdback Conditions by delivering written notice of such election to Seller, in which event Seller shall promptly reimburse Buyer for the reasonable and actual, out of pocket costs and expenses incurred by Buyer in connection with completion of such Punch-List Items to the extent Buyer is not reimbursed from the Punch-List Holdback for the same. Buyer shall have the right to draw upon the Punch-List Holdback to pay for such costs and expenses and Seller shall receive the balance of the Punch-List Holdback, if any, following final completion of all Punch-List Holdback Conditions in accordance with the Perimeter Plans and Specifications. For purposes hereof, the term “ Force Majeure Delays ” shall mean any period of delay in the performance of an obligation when such delay is occasioned by (i) work stoppages, boycotts, slowdowns or strikes, in each case carried out by Persons other than, or in addition to, those of Seller or its Affiliates, (ii) shortages of materials, equipment, labor or energy, (iii) unusual weather conditions, (iv) acts or omissions (where there is an obligation or duty to act) of governmental or political bodies in their sovereign capacities, (v) acts or omissions (where there is an obligation or duty to act) of the Buyer or any Tenant, or (vi) any other event or circumstance beyond the control of Seller or its Affiliates. If a Force Majeure Delay prevents Seller from timely performing and/or observing a duty under this Agreement, the passing of time for performing and/or observing such duty shall be suspended until the applicable Force Majeure Delay abates,

provided the Seller gives Buyer prompt notice of such invocation explaining why the applicable Force Majeure Delay prevents timely performance and/or observance of the applicable duty. The provisions of this Section 14.32(c) shall survive the Closing.

(d) Perimeter Closing . The closing of the sale and purchase of Perimeter Four (the “ Perimeter Closing ”) shall take place on the date (as such date may be extended pursuant to this Agreement, the “ Perimeter Closing Date ”) that is the later to occur of (i) forty-five (45) days after Substantial Completion and (ii) the Closing with respect to the Assets other than Perimeter Four.

(e) Representations and Warranties . In addition to the representations and warranties set forth in Article III, Seller hereby represents and warrants to the Buyer as of the date hereof and as of the Closing Date as follows:

(i) Seller has made available to Buyer true, correct and complete copies of (A) the plans and specifications for the Perimeter Improvements, together with any changes, amendments or modifications thereto (to the extent approved by Buyer as and to the extent required hereunder) (the “ Perimeter Plans and Specifications ”) (for the avoidance of doubt, the Perimeter Plans and Specifications shall include, without limitation, the plans and specifications for the core and shell of the Perimeter Four building and the tenant improvements required by the Channeladvisor Lease), and (B) the general contractor’s construction contract (if any) and the Architect Agreement.

(ii) Seller has not received notice of any pending or contemplated proceedings or governmental action to modify the zoning classification of Perimeter Four.

(f) Covenants . In addition to the other covenants contained in this Agreement, Seller covenants and agrees as follows:

(i) Seller shall not change, amend or modify the Perimeter Plans and Specifications without the prior written consent of Buyer, which consent may not be unreasonably withheld prior to the Inspection Date, and which consent may be granted or withheld in Buyer’s sole and absolute discretion from and after the Inspection Date; except, however, that Seller may make cosmetic and aesthetic changes, amendments or modifications to the Perimeter Plans and Specifications upon notice to, but without the consent of, Buyer, provided such cosmetic and aesthetic changes, amendments and modifications (x) do not constitute structural modifications, and (y) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Perimeter Improvements. At Seller’s request, Buyer shall designate a representative to receive, review and approve any changes, amendments or modifications to the Perimeter Plans and Specifications in accordance herewith. If such representative does not approve or disapprove any such request within two (2) Business Days after Seller’s written request therefor, then such request shall be deemed to be approved.

(ii) Seller shall not change, amend or modify the Architect Agreement in any material respect without the prior written consent of Buyer, which consent may not be unreasonably withheld prior to the Inspection Date, and which consent may be granted or withheld in Buyer’s sole and absolute discretion from and after the Inspection Date.

(iii) Without limitation of Buyer’s rights under Section 3.3(d), Seller shall not issue any approvals, consents or waivers to the Tenant under the Channeladvisor Lease (pursuant to Exhibit B thereto or otherwise) that obligate Buyer to incur any additional costs, liabilities or obligations, in each case without the prior written consent of Buyer, which consent may not be unreasonably withheld prior to the Inspection Date, and which consent may be granted or withheld in Buyer’s sole and absolute discretion from and after the Inspection Date.

(iv) Without limitation of any of Buyer’s other rights under this Agreement, from and after the date hereof, Seller shall allow Buyer and its agents and representatives, at Buyer’s request, to enter upon Perimeter Four for the purpose of inspecting the status of construction of the Perimeter Improvements. Buyer shall be responsible for and indemnify Seller for any damages caused by Buyer arising out of Buyer’s or its agents’ entry upon Perimeter Four as aforesaid.

(v) Seller has informed Buyer that the Tenant under the Channeladvisor Lease may exercise its option to amortize the full amount (i.e., $5.00 per rentable square foot) of the Amortized Amount (as defined in the Channeladvisor Lease) over the initial Lease Term (as defined in the Channeladvisor Lease) as set forth in the seventh sentence of Section 2(c) of Exhibit B of the Channeladvisor Lease. Solely in the event that the Tenant under the Channeladvisor Lease exercises such option, at Closing, Buyer shall give Seller a credit in an amount equal to $5.00 per rentable square foot of the Rentable Area (as defined in the Channeladvisor Lease) of the Leased Premises (as defined in the Channeladvisor Lease) (assuming Rentable Area of 135,538 square feet).

(vi) In the event the Allowance (as defined in the Channeladvisor Lease) exceeds the Cost Statement (as defined in the Channeladvisor Lease), Seller shall be responsible for, and/or shall reimburse Buyer for (as applicable), any payments required to be made to the Tenant under Section 2(c) of Exhibit B of the Channeladvisor Lease or otherwise under the Channeladvisor Lease (whether in the form of payments, offsets or deductions). The provisions of this subsection shall survive the Closing.

(vii) Seller shall provide to Buyer, as and when effective (before and after the Perimeter Closing), copies of all warranties and guaranties in favor of Seller with respect to the Perimeter Improvements (the “ Warranties ”). Seller shall not release or modify or consent to the release or modification of any Warranties without the prior written consent of Buyer, which consent may not be unreasonably withheld prior to the Inspection Date, and which consent may be

granted or withheld in Buyer’s sole and absolute discretion from and after the Inspection Date. The provisions of this subsection shall survive the Closing.

(viii) Seller agrees, from and after Substantial Completion, to use commercially reasonable efforts to enforce, on behalf of Buyer, to the extent Seller is not responsible to Buyer therefor under the Contractor Warranty, (i) all applicable rights and remedies available to Seller under the Perimeter Construction Documents which a prudent owner of a comparable properties would enforce and (ii) all Warranties, apart from rights under Warranties assigned to Buyer, with respect to any deficiency in the Perimeter Improvements. The provisions of this subsection shall survive the Closing.

(ix) Buyer agrees, from and after the date that is one (1) year after Substantial Completion, to use commercially reasonable efforts to enforce, on behalf of Seller, to the extent Seller is responsible to Buyer therefor under the Contractor Warranty or otherwise, all applicable rights and remedies available to Buyer under the Warranties, with respect to any deficiency in the Perimeter Improvements. The provisions of this subsection shall survive the Closing.

(x) Within two (2) Business Days after the Inspection Date, Seller shall deliver or make available to Buyer true, correct and complete copies of all of the Controls Inspection Reports theretofore received by Seller. Thereafter, Seller shall deliver to Buyer true, correct and complete copies of any additional Controls Inspection Reports promptly following Seller’s receipt thereof from time to time. The provisions of this subsection shall survive the Closing.

(xi) At Buyer’s request prior to Closing or within sixty (60) days after Closing, Seller shall provide reasonable training to Buyer’s designated property management or asset management team in relation to the operation and use of the equipment installed in the Perimeter Improvements. The provisions of this subsection shall survive the Closing.

(g) Conditions to Closing . In addition to the conditions set forth in Section 5.2, the obligation of Buyer to purchase and pay for Perimeter Four is subject to the satisfaction (or waiver by Buyer) as of the Perimeter Closing of the following conditions:

(i) Substantial Completion of the Perimeter Improvements shall have been achieved no later than December 31, 2015, subject to Force Majeure Delays, but in any event (i.e., notwithstanding the occurrence of any Force Majeure Delays), Substantial Completion of the Perimeter Improvements shall have been achieved no later than March 31, 2016 or such later date as Buyer may agree to in writing; provided, however, in the event Buyer elects pursuant to Section 13.5(a) to remove Perimeter Four from the Assets to be sold hereunder solely as a result of the failure of Substantial Completion to be achieved within the time periods set forth in this subsection 14.32(g)(i), then Buyer shall receive an expense reimbursement as described in Section 13.5(a) unless a Force Majeure Delay caused Substantial Completion to be delayed for more than three (3) months.

(ii) Buyer shall have received a Tenant Estoppel for each of the Channeladvisor Lease and any other Leases at Perimeter Four that are executed prior to the Perimeter Closing Date, each dated no earlier than forty-five (45) days prior to the Perimeter Closing Date, and each of which does not allege any material defaults by the Sellers or accrued and outstanding offsets or defenses under the Channeladvisor Lease or such other Leases nor contain any materially adverse deviations between (x) the information specified in said Tenant Estoppels and (y) (I) the representations and warranties of the Sellers set forth in this Agreement or (II) the Channeladvisor Lease or such other Lease (as applicable). For the avoidance of doubt, Seller may not satisfy the condition set forth in this subsection 14.32(g)(ii) by delivery of one or more Seller’s Estoppel Certificates.

(iii) Buyer shall have received an updated (i.e., dated no earlier than thirty (30) days prior to the Perimeter Closing) phase I environmental report with respect to Perimeter Four, addressed to Buyer, disclosing no adverse conditions with respect to Perimeter Four (other than those (if any) disclosed in the phase I environmental report obtained by Buyer during the Inspection Period).

(iv) Buyer shall have received all of the items required to be delivered under Section 14.32(h).

(h) Closing Deliveries . In addition to the items set forth in Section 6.2, Sellers shall deliver to Buyer the following items at the Perimeter Closing (or, with respect to item (v) below, following the Perimeter Closing):

(i) An assignment of the Architect Agreement, in form and substance reasonably acceptable to Buyer.

(ii) Assignments of all Warranties to the extent such warranties extend beyond one (1) year (including, without limitation, the Warranties set forth on Schedule 14.32(h)(ii) ), all of which shall be assignable to Buyer, which assignments shall be executed and delivered as of the Perimeter Closing but shall be effective as of the date that is one (1) year after the Perimeter Closing.

(iii) A survey of Perimeter Four, reflecting the construction of the Perimeter Improvements, meeting the most current ALTA/ACSM Minimum Standard Detail Requirements and including the following 2011 Table A Items: 1, 2, 3, 4, 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 11(a), 13, 14, 16, 17, 18, 19, 20(a) and 21.

(iv) The general contractor’s warranty, executed by Duke Realty Limited Partnership in favor of Buyer, in the form attached hereto as Exhibit O (the “ Contractor Warranty ”).

(v) Within thirty (30) days following Closing, a copy of the record drawings prepared by the Perimeter Architect with respect to the Perimeter Improvements.

(i) Indemnification . Seller shall indemnify, defend and hold harmless Buyer and the Buyer Related Entities for, from and against any and all Losses incurred by the Buyer

Related Entities arising from or in connection with the following: (i) Seller’s failure to perform and complete the Punch-List Items in accordance herewith (provided that Buyer shall provide Seller with reasonable access to Perimeter Four following the Closing to complete the Punch-List Items); and (ii) claims by Tenants relating to the construction of the Perimeter Improvements as required under such Tenant’s Lease. In no event shall Seller be liable for consequential or punitive damages. The provisions of this subsection shall survive the Closing.

Section 14.33 INTENTIONALLY OMITTED .

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLERS:

DUKE REALTY LIMITED PARTNERSHIP ,

an Indiana Limited Partnership, doing business in North Carolina and Missouri as Duke Realty of Indiana Limited Partnership

By: Duke Realty Corporation, an Indiana

corporation, its general partner



By:	/s/ Nicholas C. Anthony
Name:	Nicholas C. Anthony
Title:	Chief Investment Officer

DUKE CROSSROADS BLDG 1, LLC ,

a Delaware limited liability company

By: Duke Realty Limited Partnership,

an Indiana limited partnership,

its sole member

By: Duke Realty Corporation,

an Indiana corporation,

its general partner



By:	/s/ Nicholas C. Anthony
Name:	Nicholas C. Anthony
Title:	Chief Investment Officer

[Signatures are continued on the following page.]

S-1

Agreement of Purchase and Sale (Pool I)

DUKE PCB 1-7, LLC ,

a Delaware limited liability company

By: Duke Realty Limited Partnership,

an Indiana limited partnership,

its sole member

By: Duke Realty Corporation,

an Indiana corporation,

its general partner



By:	/s/ Nicholas C. Anthony
Name:	Nicholas C. Anthony
Title:	Chief Investment Officer

SAWGRASS LIMITED PARTNERSHIP NO. 1 , LP ,

a Florida limited partnership


By:	Duke Realty Limited Partnership,

an Indiana limited partnership,

its general partner

By: Duke Realty Corporation,

an Indiana corporation,

its general partner



By:	/s/ Nicholas C. Anthony
Name:	Nicholas C. Anthony
Title:	Chief Investment Officer

[Signatures are continued on the following page.]

S-2

Agreement of Purchase and Sale (Pool I)

DUKE CROSSROADS BLDG 2&3, LLC ,

a Delaware limited liability company

By: Duke Realty Limited Partnership,

an Indiana limited partnership,

its sole member

By: Duke Realty Corporation,

an Indiana corporation,

its general partner



By:	/s/ Nicholas C. Anthony
Name:	Nicholas C. Anthony
Title:	Chief Investment Officer

DUKE CROSSROADS BLDG 4, LLC ,

a Delaware limited liability company

By: Duke Realty Limited Partnership,

an Indiana limited partnership,

its sole member

By: Duke Realty Corporation,

an Indiana corporation,

its general partner



By:	/s/ Nicholas C. Anthony
Name:	Nicholas C. Anthony
Title:	Chief Investment Officer

[Signatures are continued on the following page.]

S-3

Agreement of Purchase and Sale (Pool I)

SAWGRASS LIMITED PARTNERSHIP NO. 2, LP ,

a Florida limited partnership


By:	Duke Realty Limited Partnership,

an Indiana limited partnership,

its general partner

By: Duke Realty Corporation,

an Indiana corporation,

its general partner



By:	/s/ Nicholas C. Anthony
Name:	Nicholas C. Anthony
Title:	Chief Investment Officer

DUKE CONSTRUCTION LIMITED PARTNERSHIP ,

an Indiana limited partnership

By: Duke Business Centers Corporation,

an Indiana corporation, its general partner



By:	/s/ Nicholas C. Anthony
Name:	Nicholas C. Anthony
Title:	Chief Investment Officer

[Signatures are continued on the following page.]

S-4

Agreement of Purchase and Sale (Pool I)

BUYER:

SOF-X U.S. ACQUISITIONS, L.L.C.,

a Delaware limited liability company



By:	/s/ Mark B. Keatley
Name:	Mark B. Keatley
Title:	SVP

S-5

Agreement of Purchase and Sale (Pool I)

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the “Escrow Agent,” hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 20th day of January, 2015, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the __ day of ______ 2015. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE
COMPANY NATIONAL COMMERCIAL
SERVICES



By:	/s/ Adriene Taylor
Name:	Adriene Taylor
Title:	Escrow Assistant

S-6

Agreement of Purchase and Sale (Pool I)

SCHEDULE A

Seller and Properties

See Attached

SCHEDULE B

INTENTIONALLY OMITTED

SCHEDULE C

Assumed Contracts

[TO BE INSERTED PRIOR TO THE INSPECTION DATE]

SCHEDULE D

Knowledge Parties

Jeff Behm

Vice Presidents – Asset Management :

Jeffrey Stovall, Vice President, Regional Asset Manager – Nashville

Mary Ellen Saenz, Vice President, Asset Management – St. Louis

Fabienne Nelson, Vice President, Regional Asset Manager – South Florida

Amy Mayer, Vice President, Asset Management - Raleigh

Senior Vice Presidents – Business Unit Head :

Chris Brown, Senior Vice President, Regional – Nashville

Toby Martin, Senior Vice President – St. Louis

Ed Mitchell, Senior Vice President – South Florida

Jeff Sheehan, Senior Vice President - Raleigh

Asset Managers :

Tennessee: Lori Merkel and Christine Trotter

Missouri: Christina Lucido, Deborah Patterson and Mary Ellen Saenz

Florida: Margarita Riggs and Tanna Beninati

North Carolina: Nancy Burns and Patrick Blakely

SCHEDULE 2.1(b)(iii)

Personal Property

All fixtures, chattels, equipment and articles of personal property placed in, attached to or located on each Property used in connection with the operation and maintenance of the Property that is owned by Seller or its Affiliates as of the date of this Agreement.

SCHEDULE 3.1(c)

Consents

None

SCHEDULE 3.1(d)

Conflicts

None

SCHEDULE 3.2(b)

Material Contracts

None

SCHEDULE 3.2(c)

Leases

Those certain Leases contained in the data site known as Duke Realty – Partner Connect – Consilidated Lease Documents under the following folders as of January 16, 2015:

St. Louis

Nashville

S Florida

Raleigh

SCHEDULE 3.2(c)(i)

Tenant Improvements and Other Construction Work

See Attached

SCHEDULE 3.2(c)(ii)

Tenant Defaults

See Schedule 3.2(v)

SCHEDULE 3.2(c)(iii)

Lease Termination Payments from December 11, 2014 through the Date Hereof

Lease termination payment in the amount of $295,000, from Savvis Communications Corporation, pursuant to that certain Lease Termination Agreement effective December 19, 2014 for the premises known as Suite 100, Woodsmill Commons I, located at 424 South Woods Mill Road, St. Louis, Missouri.

SCHEDULE 3.2(d)

Leasing and Brokerage Commissions and Agreements

Those certain Affiliate Leasing and Brokerage Agreements contained in the data site known as Duke Realty – Partner Connect – Vandy Portfolio under the following folders as of January 16, 2015:

Consolidated Commission Agreements

Jurisdiction

St. Louis

Nashville

South Florida

Raleigh

Those certain Third Party Leasing and Brokerage Agreements contained in the data site known as Duke Realty – Partner Connect – Vandy Portfolio under the following folders as of January 16, 2015:

Consolidated Commission Agreements

Jurisdiction

St. Louis

Nashville

South Florida

Raleigh

SCHEDULE 3.2(e)

Casualties and Condemnations

Those certain claims contained in the data site known as Duke Realty – Partner Connect – Vandy Portfolio under the following folders as of January 16, 2015:

1.13.2015 Additions – Insurance Claims Reports – Duke PR Special Project Rollup

Schedule 3.2(j)

Building/ Zoning Violations

None

SCHEDULE 3.2(u)

Security Deposits Held by the Sellers

See Attached

SCHEDULE 3.2(v)

Delinquency Reports

See Attached

Schedule 3.3(h)(ii)

Those certain leases listed in the data site known as Duke Realty – Partner Connect – Vandy Portfolio under the following folders as of January 16, 2015:

1.16.2015 Additions – Pool 1 Schedule 3.3(h)(ii)

SCHEDULE 3.5(b)(ii)

INTENTIONALLY OMITTED

SCHEDULE 3.5(b)(iii)

INTENTIONALLY OMITTED

SCHEDULE 7.1

Designated Employees

Those employees listed in the Schedule provided by Seller to Buyer in an email dated January 10, 2015 from Nick Anthony to Casey Wold and Walker Collier.

SCHEDULE 14.3

Brokers

Cassidy Turley Real Estate Services, Inc.

CBRE, Inc.

SCHEDULE 14.32(h)(ii)

Perimeter Four Warranties



Perimeter 4- Extended Warranties
1/15/2015
General Note: All Warrantees begin at Shell Building Date of Substantial Completion
Specification Item	Warranty
07136 - Self Adhering Sheet Waterproofing	5 year - Manufacturer's Warranty; Material only
072413 - Polymer Based Exterior Insulation and Finish System (EIFS)	5 year - Subcontractor, Installer, Manufacturer Warranty; Repair/Replace
075423 - Thermoplastic Polyolefin (TPO) Roofing	20 year - Manufacturer's Warranty; Repair/Replace
076200 - Sheet Metal Flashing and Trim	20 year- Manufacturer's Warranty; Repair/Replace
077200 - Roof Accessories	20 year - Factory Applied Painted Finishes; Manufacturer's Warranty; Repair Replace
079200 - Joint Sealants	2 year - Installer's Warranty; Repair/Replace
081416 - Flush Wood Doors	Life of Installation for Solid Core Interior Doors - Manufacturer's Warranty; Repair/Replace
084113 - Aluminum Framed Entrances and Storefronts	5 year - Manufacturer's Warranty; Repair/Replace
084113 - Aluminum Framed Entrances and Storefronts	10 year - Manufacturer's Finishes Only Warranty; Repair/Replace
084413 - Glazed Aluminum Curtain Walls	5 year - Manufacturer's Warranty; Repair/Replace
084413 - Glazed Aluminum Curtain Walls	10 year - Manufacturer's Finishes Only Warranty; Repair/Replace
087100 - Door Hardware	5 year - Electromagnetic Locks, Manufacturer's Warranty; Repair/Replace
087100 - Door Hardware	2 year - Exit Devices, Manufacturer's Warranty; Repair/Replace
087100 - Door Hardware	10 year - Manual Closers, Manufacturer's Warranty; Repair/Replace
088000 - Glazing	10 year - Manufacturer's Coated Glass Warranty; Replace
088000 - Glazing	10 year - Manufacturer's Insulating Glass Warranty; Replace
088300 - Mirrors	5 year - Manufacturer's Warranty; Replace
104400 - Fire Protection Specialties	6 year - Fire Extinguisher Manufacturer's Warranty; Repair/Replace
313116 - Termite Control	5 year - Applied Soil Termiticide Applicator/Subcontractor Warranty/Certification; Retreat and Repair/Replace damage
15776 - Self Contained Air Conditioning Unit	5 year - Manufacturer's Compressor; Parts & Labor
15950 -Building Automation System	2 year - Subcontractor Warranty; Repair/Replace

EXHIBIT A

Form of Tenant Estoppel Certificate

TENANT:

LANDLORD:

BUYER:

LEASE:

Original Lease dated [date]

First Amendment dated [date]

[Additional Amendments]

Letter of Understanding dated [date]

LEASED PREMISES:

Approximately [Square Feet] rentable square feet of space located at Property.

PROPERTY:

[Street Address, City and State]

In connection with Buyer’s acquisition and financing of the Lease Premises, Tenant certifies to Buyer, its successors and assigns, and Buyer’s lender and such lender’s successors and assigns:


1.	All capitalized terms not defined herein shall bear the meanings ascribed to such terms in the Lease.

The Lease, as set forth above, is in full force and effect, and has not been modified, supplemented or amended in any way except as set forth above; the Lease is the entire agreement between the parties and Tenant’s rights with respect to the Leased Premises. Tenant has not executed any subleases or assignments of the Lease, and Tenant has not assigned or encumbered its interest in the Lease. Tenant has no options, rights of first refusal, rights of first offer or other rights to acquire or to lease additional space at the Property or any part thereof or to increase or relocate the Leased Premises.


3.	The commencement date under the Lease was [date]. The lease term expires on [date], and Tenant has no rights to extend the term or renew the Lease other than: [# and term of extensions]. Tenant has no options to terminate the Lease other than termination pursuant to condemnation or casualty.


4.	A security deposit in the amount of [$_____] is currently being held by Landlord as security under the Lease.

The Monthly Rental Installment of [$_____] per month has been paid through ______. Tenant’s Proportionate Share is [___%] and Tenant's Proportionate Share of Operating Expenses, Real Estate Taxes and Insurance Premiums in the amount of [$_____] per month has been paid through [date]; no other Additional Rent is due under the Lease. No rent (Base Rent, Monthly Rental Installments or Additional Rent) has been paid more than one (1) month in advance. Tenant has no defenses or offsets which could be alleged in any action brought for rent accruing subsequent to the date of this Tenant Estoppel Certificate.

[If rent has not commenced] No Monthly Rental Installments or Additional Rent is currently due under the Lease. No rent (Base Rent, Monthly Rental Installments or Additional Rent) has been paid more than 1 month in advance. Tenant has no defenses or offsets which could be alleged in any action brought for rent accruing subsequent to the date of this Tenant Estoppel Certificate.


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

Tenant is not in default in its obligations under the Lease, and, to Tenant’s knowledge, Landlord has not defaulted and is not currently in default in any of its obligations under the Lease. Neither Tenant, nor, to Tenant’s knowledge, Landlord, has committed any breach under the Lease which, alone, or with the passage of time, giving of notice, or both, would constitute a default thereunder. There are no actions, whether voluntary or involuntary, pending against Tenant under any insolvency, bankruptcy or other debtor relief laws of the United States of America or of any state or other political subdivision thereof.

13.

The statements contained in this Tenant Estoppel Certificate may be relied upon by Landlord, Buyer and Buyer’s lender, if any, and their respective successors and assigns in connection with the sale, acquisition and financing of the Property and shall be binding upon Tenant and Tenant’s successors and assigns. The party executing this Tenant Estoppel Certificate on behalf of Tenant states that he/she has been authorized to do so on behalf of Tenant.

Executed this ____ day of ______________, 20____

TENANT:

[TENANT’S SIGNATURE BLOCK]

BY: __________________________________

Name: _______________________________

Title: ________________________________

EXHIBIT B

Form of Assignment and Assumption of Leases and Rents

THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND RENTS (this “ Assignment ”) is made this __ day of ________, 2015, by and between __________________, a ________________ (“ Assignor ”) and __________________, a _______________ (“ Assignee ”).

RECITALS:

WHEREAS, this Assignment is being executed and delivered pursuant to that certain Agreement of Purchase and Sale (Pool [__]) dated as of __________, 2015 among [Assignor, as seller, the other Sellers named therein] and ________________________________, as buyer (the “ Purchase Agreement ”);

WHEREAS, as of this date (the “ Closing ”), Assignor is assigning and conveying to Assignee all of Assignor’s interest in that certain property more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “ Property ”); and

WHEREAS, in connection with the Closing, and in accordance with the terms of this Assignment and the Purchase Agreement, Assignor desires to assign to Assignee all of the right, title and interest in, to and under the leases described in Exhibit B attached hereto and incorporated herein by this reference, and Assignee desires to assume all obligations of Assignor under said leases arising and accruing after the date of this Assignment.

NOW, THEREFORE, for and in consideration of the foregoing and other valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged:

1. Assignor hereby assigns, transfers and signs over unto Assignee all right, title and interest of Assignor in, to and under (a) the leases listed on Exhibit B , including all renewals, extensions and modifications thereof (collectively, the “ Leases ”); (b) any assignments of leases, any other leases or subleases made by the tenants thereunder (including, without limitation, all rights and claims of the landlord thereunder arising by statute or at law or in equity or otherwise); [] (c) any and all guarantees of the Leases, if any; (d) any security deposits or prepaid rent made or to be made by any tenants under the Leases; and (e) all rents, income, charges and profits now or thereafter arising from or under the Leases and/or the Property; TO HAVE AND TO HOLD all of the foregoing unto Assignee, its successors and assigns.

2. Assignee hereby accepts such assignment as of the Closing and agrees to perform all obligations of Assignor pursuant to such Leases arising and accruing from and after the date hereof.

3. This Assignment is made without warranty or representation by Assignor except as otherwise set forth in the Purchase Agreement.

4. The provisions of this Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto, and their respective successors and assigns.

5. This Assignment may be executed in one or more counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

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

ASSIGNOR:

_______________________,

a _______________________

By: _____________________

Name:

Title:

ASSIGNEE:

_______________________,

a _______________________

By: _____________________

Name:

Title:

EXHIBIT C

Form of Assignment and Assumption of Contracts

ASSIGNMENT AND ASSUMPTION OF CONTRACTS (the “ Agreement ”) dated as of _____________, 2015, between [SELLER/S], (“ Assignor ”) and ____________________________, a ____________________________, having an address at _________________________________________________ (“ Assignee ”).

Background

This Agreement is being executed and delivered pursuant to that certain Agreement of Purchase and Sale (Pool [__]) dated as of __________, 2015 (the “ Purchase Agreement ”) among [Assignor, as seller, the other Sellers named therein] and_________________________, as buyer. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

Assignment and Assumption

In consideration of Ten ($10.00) Dollars in hand paid by Assignee, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby assign, transfer and set over unto Assignee, all of Assignor’s right, title and interest in and to the Assumed Contracts as set forth on Schedule A attached hereto.

TO HAVE AND TO HOLD, the same unto Assignee, its successors and assigns, from and after the date hereof, subject to the terms, covenants, conditions and provisions contained in the Assumed Contracts.

Assignee hereby assumes the performance of all of the terms, covenants and conditions of the Assumed Contracts on the Assignor’s part to be performed thereunder arising and accruing from and after the date hereof and Assignor hereby agrees to remain liable for the performance of all of the terms, covenants and conditions of the Assumed Contracts arising or accruing prior to the date hereof.

This Assignment is made without warranty or representation by Assignor except as otherwise set forth in the Purchase Agreement.

This Assignment may be executed in any number of counterparts, each which will be deemed an original, and all of which together will be deemed to constitute one and the same instrument.

[The remainder of the page is intentionally left blank.]

IN WITNESS WHEREOF, the Assignor and Assignee have duly executed this instrument as of the day first above written.

ASSIGNOR:

[SELLERS]

By:

Name:

Title:

ASSIGNEE:

_______________________,

a _______________________

By:

Name:

Title:

Schedule A Assumed Contracts

EXHIBIT D

Form of Tenant Notice Letter

__________ ___, 2015

[BY CERTIFIED MAIL]
[Name and Address
of Tenant]

Premises: [PREMISES NAME, CITY, STATE ]

Gentlemen and Ladies:

Please be advised that effective the date set forth above, the Premises have been conveyed to , a (“ Buyer ”), whose mailing address is . You are hereby irrevocably and unconditionally directed that, effective immediately, all future communications, rents and payments are to be directed as follows: ____________________________________.

Buyer has assumed all of the obligations of the landlord under your lease from this day forward, including any obligation to return your security deposit, if any, in accordance with the provisions of your existing lease.

Lastly, please notify your insurance carrier and have it change the name of the additional insured under any policies of insurance (as per your lease) to , and their successors and assigns. Once this is done, please deliver an updated certificate of insurance to Buyer.



	Very truly yours,

	[BUYER]

	By: _____________________________ Name: Title:
	[SELLER]
	By: _____________________________ Name: Title:

EXHIBIT E

[ INTENTIONALLY OMITTED ]

EXHIBIT F

Buyer’s Closing Certificate

THIS BUYER’S CLOSING CERTIFICATE (the “ Certificate ”) is made pursuant to Section 6.1(d)(iii) of that certain Agreement of Purchase and Sale (Pool [__]) (as the same has been amended, modified and/or supplemented, the “ Agreement ”) by and between Sellers (as defined in the Agreement) and ___________________, a ____________________________ (“ Buyer ”) dated as of _________, 2015.

Buyer hereby certifies to Seller that:


1.	Each of the representations and warranties made by Buyer in the Agreement are true and correct in all material respects as of the date of this Certificate; and


2.	Buyer has performed or complied in all material respects with each obligation and covenant required by the Agreement to be performed or complied with by Buyer as of the date of this Certificate.

IN WITNESS WHEREOF , and intending to be legally bound hereby, Buyer has executed this Certificate as of the day and year first above written.

Buyer:

___________________________ ,

a __________________________

By:

Name:

Title:

EXHIBIT G

Form of Deed

Form of Deed – Florida

[3”x3” margin in the upper right hand corner of the first page (1”x3” on each subsequent page) is required for recording]

This instrument was prepared by:

Ann C. Dee, Esq.

Duke Realty Corporation

600 East 96 ^th Street, Suite 100

Indianapolis, IN 46240

After Recording Return To:

David Rosenberg, Esq.

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, Illinois 60654 Prior Deed Reference:

_________________

Parcel No .: ______________

SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED is made and executed effective as of the _____ day of ______________, by DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership, whose mailing address is 600 East 96 ^th Street, Suite 100, Indianapolis, Indiana 46240 ("Grantor") to and in favor of _____________________________, whose mailing address is ________________________________________ ("Grantee").

W I T N E S S E T H :

THAT GRANTOR, for and in consideration of the sum of TEN DOLLARS ($10.00), the receipt whereof is hereby acknowledged, by these presents does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee, all that certain land situate in _________ County, Florida, more particularly described on Exhibit A attached hereto (the "Property").

TOGETHER with all the rights, tenements, improvements, hereditaments, easements and appurtenances thereto belonging or in anywise appertaining.

TO HAVE AND TO HOLD, the same in fee simple forever.

AND the Grantor hereby covenants with said Grantee that the Grantor is lawfully seized of said Property in fee simple; that the Grantor has good right and lawful authority to sell and convey said Property, and hereby warrants the title to said Property and will defend the same against the lawful claims of all persons claiming by, through or under the said Grantor; subject only to those matters set forth on Exhibit B attached hereto and incorporated herein by this reference; however, such reference shall not be deemed to reimpose same.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed in its name, as of the day and year first above written.

Signed, sealed and delivered in the presence DUKE REALTY LIMITED PARTNERSHIP,

of the undersigned witnesses: an Indiana limited partnership

By: Duke Realty Corporation, an Indiana

Signature of Witness corporation, sole general partner

Print/Type Name of Witness By:

Name:

Its:

Signature of Witness

Print/Type Name of Witness

STATE OF

COUNTY OF

The foregoing instrument was acknowledged before me on ___________ by _________________________, as ____________________ of Duke Realty Corporation, an Indiana corporation, the general partner of Duke Realty Limited Partnership, an Indiana limited partnership. He/She [ ] is personally known to me or [ ] produced a driver’s license as identification, and did not take an oath.

Name:

Notary Public, State of

Commission No.

My Commission Expires:

(NOTARIAL SEAL)

EXHIBIT A

Legal Description

EXHIBIT B

Permitted Exceptions

Form of Deed – Missouri

[Note: 3" top margin required]

______________________________________________________________________
(Space above reserved for Recorder of Deeds certification)



Title of Document:	Special Warranty Deed
Date of Document:	January __, 2015
Grantor(s):	_________________________________
Grantee(s):	_________________________________
Grantee's Address:	__________________________ __________________________ __________________________
Legal Description:	See Exhibit A on page(s)
Please Return Recorded copy to:	David Rosenberg, Esq. Kirkland & Ellis LLP 300 North LaSalle Street Chicago, Illinois 60654
[ Additional City of St. Louis Requirements. Deeds to property located in the City of St. Louis: (1) must contain the address of the Grantor, and (2) must be executed by the Grantee, with acknowledgment.]

EXHIBIT A

Special Warranty Deed

[Legal Description of Real Estate]

Exhibit B

Special Warranty Deed

[Permitted Exceptions]

Form of Deed – North Carolina

Excise Tax: $ Recording Time, Book, and Page



Parcel Identifier No.

Verified by _____ County on the day of 2015

Mail after recording to: David Rosenberg, Esq., Kirkland & Ellis LLP, 300 North LaSalle Street, Chicago, Illinois 60654


This instrument was prepared by:	Ann C. Dee, Esq., Duke Realty Corporation, 600 East 96 ^th Street, Suite 100, Indianapolis, IN 46240



Brief description for the index

NORTH CAROLINA SPECIAL WARRANTY DEED

THIS DEED, made as of the ____ day of ____________, by and between:



GRANTOR	GRANTEE
DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership doing business in North Carolina as Duke Realty of Indiana Limited Partnership c/o Duke Realty Corporation 600 East 96 ^th Street, Suite 100 Indianapolis, IN 46240
The designation Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as required by context.

WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land situated in the Town of ________, _____ County, North Carolina and more particularly described on Exhibit A attached hereto.

TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges, rights to the extent assignable, improvements and appurtenances thereto belonging to the Grantee in fee simple.

And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee simple, that Grantor has done nothing to impair such title as Grantor received, that Grantor has the right to convey the same in fee simple, and that Grantor will warrant and defend the title against the lawful claims of all persons claiming by, under or through Grantor, subject to the lien of taxes not yet due and payable for 2015 and subsequent years, and those matters of record listed on Exhibit B attached hereto and incorporated herein by this reference.

The property conveyed herein was acquired by Grantor by instrument recorded in Book _______, pages _____________ in the Office of the Register of Deeds of ______ County, North Carolina .

IN WITNESS WHEREOF, the Grantor has hereunto caused this instrument to be executed under seal as of the day and year first above written.

GRANTOR :

DUKE REALTY LIMITED PARTNERSHIP,

an Indiana limited partnership


By:	DUKE REALTY CORPORATION, an Indiana corporation, sole general partner

By:_________________________________

Name:

Title:

[CORPORATE SEAL]

STATE OF ________________

COUNTY OF ______________

I, _____________________________, a Notary Public of the County and State aforesaid, certify that _____________________________, as ________________ of Duke Realty Corporation, the sole general partner of DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership doing business in North Carolina as Duke Realty of Indiana Limited Partnership, personally appeared before me this day and acknowledged the execution of the foregoing instrument as the act and deed of said limited partnership.

Witness my hand and official seal this ___day of _____________.

My Commission Expires:______________ ______________________________

Notary Public

[NOTARIAL SEAL]

EXHIBIT A

Legal Description

EXHIBIT B

Permitted Exceptions

Form of Deed – Tennessee

STATE OF ________

COUNTY OF ___________

THE ACTUAL CONSIDERATION OR VALUE WHICHEVER IS GREATER, FOR THIS TRANSFER IS $

_____________________________________

SUBSCRIBED AND SWORN TO BEFORE ME THIS DATE

___________________________

_____________________________________

NOTARY PUBLIC

MY COMMISSION EXPIRES: ____________



This Instrument Prepared By: Ann C. Dee, Esq. Duke Realty Corporation 600 East 96 ^th Street, Suite 300 Indianapolis, IN 46240 After Recording Return To: David Rosenberg, Esq. Kirkland & Ellis LLP 300 North LaSalle Street Chicago, Illinois 60654



ADDRESS OF NEW OWNER: ________________________ ________________________ ________________________	PARTY RESPONSIBLE FOR PAYMENT OF TAXES: Same	MAP PARCEL NUMBER: Tax Map ____, Parcel ____

SPECIAL WARRANTY DEED

THIS INDENTURE, effective as of the _____ day of _______________, between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (hereinafter referred to as "Grantor"), and __________________________________________________________ (hereinafter referred to as "Grantee").

WITNESSETH:

For and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration delivered to Grantor by Grantee at and before the execution, sealing and delivery hereof, the receipt and sufficiency of which are hereby acknowledged, Grantor has and hereby does grant, bargain, sell, alien, convey and confirm unto Grantee, and the legal representatives, successors, successors-in-title and assigns of Grantee, all of that certain land lying and being located in _______________ County, Tennessee, as more particularly described on Exhibit A attached hereto and hereby made a part hereof, together with any and all improvements located thereon. This conveyance, and all covenants and warranties contained herein, are made expressly subject to the matters set forth on Exhibit B , which is attached hereto and incorporated herein by this reference.

This is [improved] real property known as ____________________, __________________ [address], Tennessee ________.

To have and to hold said tracts or parcels of land, together with any and all improvements located thereon, and any and all of the rights, members and appurtenances thereof to the same being, belonging or in anywise appertaining to the only proper use, benefit and behoof of Grantee and the legal representatives, successors, successors-in-title and assigns of Grantee, forever, in fee simple.

Grantor shall warrant and forever defend the right and title to said tract or parcel of land unto Grantee and the legal representatives, successors-in-title and assigns of Grantee, against the claims of all persons whomsoever claiming by, through or under Grantor.

IN WITNESS WHEREOF, Grantor has signed, sealed and delivered this deed as of the day and year first above written.

GRANTOR:

DUKE REALTY LIMITED PARTNERSHIP,

an Indiana limited partnership

By: Duke Realty Corporation, an Indiana

corporation, sole general partner

By:____________________________

Name:

Title:

STATE OF

COUNTY OF

Personally appeared before me, the undersigned, a Notary Public in and for the said County and State, duly commissioned and qualified, _____________________, the __________________ of Duke Realty Corporation, sole general partner of Duke Realty Limited Partnership, an Indiana limited partnership, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who acknowledged that he executed the foregoing instrument for the purposes therein contained.

WITNESS my hand and seal, this _______ day of _________________.

____________________________________

Notary Public

My commission expires:

EXHIBIT A

Legal Description

EXHIBIT B

Permitted Title Exceptions

EXHIBIT H

Form of Bill of Sale

___________________, a _______________________ , whose address is ________________________ (hereinafter referred to as “ Seller ”), in consideration of Ten ($10.00) Dollars in hand paid by ______________________, a _________________________, whose mailing address is ___________________________________ (hereinafter referred to as “ Buyer ”), the receipt and sufficiency of which are hereby acknowledged, does hereby sell, grant, assign, convey, transfer and set over unto Buyer, its successors and assigns, all fixtures, chattels, equipment and articles of personal property placed in, attached to or located on each Property used in connection with the operation and maintenance of the Property that is owned by Seller or its Affiliates as of the date of the Purchase Agreement (collectively, the “ Personal Property ”).

TO HAVE AND TO HOLD the Personal Property unto Buyer, its successors and assigns forever.

Seller represents and warrants that it has title to the Personal Property free and clear of any Liens. Except as specifically provided in the previous sentence, or as otherwise set forth in that certain Agreement of Purchase and Sale (Pool [__]) dated as of _________, 2015, by and between the Sellers named therein and ___________________________ (as the same may be amended, supplemented and/or modified from time to time, the “ Purchase Agreement ”) this Bill of Sale is made without warranty or representation of the Seller.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Purchase Agreement.

This Bill of Sale has been duly executed by Seller as of the ____ day of ________, 2015.

[SELLER/S]

By: _____________________________

Name:

Title:

Schedule :

Schedule A Description of Premises

EXHIBIT I

Form of Broker Lien Waiver

FULL SATISFACTION AND WAIVER OF BROKER LIEN

STATE OF ___________ )

) SS

COUNTY OF ________ )

WHEREAS the undersigned has entered into a written agreement with [Duke Realty Limited Partnership], for the purpose of selling the premises commonly known as_______________________________________, of which [Seller] is the owner; and

WHEREAS the undersigned has performed under the provisions of the said written agreement and is entitled to compensation as provided therein.

NOW, THEREFORE, the undersigned, for and in consideration of _______________________________ and NO/100 DOLLARS ($___________), and other good and valuable consideration, the receipt of which is hereby acknowledged, do(es) hereby satisfy and waive any and all claim of, or right to, lien under the statutes of the State of [___________] relating to commercial real estate broker’s liens with respect to and on the said above-described premises, the building or buildings thereon, and the tenant spaces therein, if any.

IN WITNESS WHEREOF, this instrument has been executed by the undersigned this _____ day of _____. 2015.

[INSERT BROKER NAME]

By:

Name:

Title:

Subscribed and sworn to before me a notary public this _____ day of_____, 2015.

_______________________________

Name Printed [SEAL]

EXHIBIT J

Form of Assignment of Asset-Related Property

THIS ASSIGNMENT OF ASSET-RELATED PROPERTY (this “ Assignment ”) is made this __ day of _____________, 2015 by and between [SELLER/S] (“ Assignor ”) and ______________________, a _________________________ (“ Assignee ”).

RECITALS:

WHEREAS, as of the date hereof (the “ Closing ”), Assignor is assigning and conveying to Assignee all of Assignor’s interest in that certain property commonly known as _________________ and located in [CITY, STATE], and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “ Property ”); and

WHEREAS, in connection with the Closing, and in accordance with the terms of this Assignment, Assignor desires to assign to Assignee all of Assignor’s right, title and interest in, to and under the Asset-Related Property, including without limitation the property listed on Exhibit B attached hereto and incorporated herein by this reference; and

WHEREAS, this Agreement is being executed and delivered pursuant to that certain Agreement of Purchase and Sale (Pool [__]) dated as of __________, 2015 (the “ Purchase Agreement ”) among [Assignor, as seller, the other Sellers named therein] and______________________, as buyer. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

NOW, THEREFORE, for and in consideration of the foregoing and other valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged:

1. Assignor hereby assigns, transfers and sets over unto Assignee all right, title and interest of Assignor in, to and under the Asset-Related Property.

2. Assignee hereby accepts such assignment and agrees to perform all obligations of Assignor pursuant to such Asset-Related Property, if any, arising and accruing from and after the date hereof.

3. This Assignment is made without warranty or representation by Assignor except as otherwise set forth in the Purchase Agreement.

4. The provisions of this Agreement shall be binding upon, and shall inure to the benefit of the parties hereto, and their respective successors and assigns.

5. This Assignment may be executed in one or more counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

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

ASSIGNOR:

[SELLER/S]

By: _________________________

Name:

Title:

ASSIGNEE:

_____________________,

a ____________________

By: _________________________

Name:

Title:

EXHIBIT K

Sellers’ Closing Certificate

THIS SELLERS’ CLOSING CERTIFICATE (the “ Certificate ”) is made pursuant to Section 6.2(d)(iii) of that certain Agreement of Purchase and Sale (Pool [__]) (as the same has been amended, modified and/or supplemented, the “ Agreement ”) by and between the undersigned (the “ Sellers ” and ___________________, a ________________________ (“ Buyer ”) dated as of ____________, 2015.

Sellers hereby certify to Buyer that:


1.	Each of the representations and warranties made by each Seller in the Agreement are true and correct in all material respects as of the date of this Certificate; and


2.	Each Seller has performed or complied in all material respects with each obligation and covenant required by the Agreement to be performed or complied with by such Seller as of the date of this Certificate.

IN WITNESS WHEREOF , and intending to be legally bound hereby, each Seller has executed this Certificate as of the day and year first above written.

Seller:

[SELLERS]

By:

Name:

Title:

EXHIBIT L

Form of Entity Transferor Foreign Investors

Real Property Tax Act Certification and Affidavit

Section 1445 of the Internal Revenue Code of 1986, as amended (the “ Code ”), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform _____________________ (the “ Transferee ”) that withholding of tax is not required upon disposition of a U.S. real property interest by ________________, a ____________ _________________ (the “ Transferor ”), the undersigned hereby certifies the following on behalf of the Transferor:

Transferor is not a disregarded entity as defined in §1.1445-2(b)(2)(iii) of the Code;

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

The U.S. employer identification number of Transferor is ___________;

Transferor has an address at 600 East 96 ^th Street, Suite 100, Indianapolis, Indiana 46240.

The address of the subject property is ________________, [CITY, STATE].

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

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

_____________, 2015

[SELLER/S]

By: _____________________________

Name:

Title:

EXHIBIT M

[ INTENTIONALLY OMITTED ]

EXHIBIT N

Definitions

“Affiliate” with respect to any Person, any Person Controlling, Controlled by or under Common Control with such Person.

“Buyer” shall mean [ ] and its affiliates and subsidiaries.

“Buyer Building” shall mean any single building set forth on the list of Properties attached to the Purchase Agreement and ultimately purchased by Buyer.

“Control” shall mean, either (i) ownership directly or indirectly of fifty percent or more of the equity interests in a Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities, by contract or otherwise.

“Duke Realty Parties” shall mean Duke Realty Limited Partnership and its Affiliates.

“Duke Building(s)” shall mean as the context may require, (i) one or more buildings owned by one or more of the Duke Realty Parties (regardless of whether such building is constructed or proposed to be constructed) and (ii) any space leased by a Duke Realty Party in a Buyer Building.

“Solicit” shall mean to initiate or otherwise enter into discussions with a Tenant Party, either directly or through any Representative of such Tenant Party, regarding the opportunity to lease space in a building (whether or not constructed or under construction at the time), but excluding any RFP.

“Representative” shall mean, with respect to a Person, any employee, broker, finder or other Person acting as a direct representative on behalf of such Person.

“RFP” shall mean a request for a proposal from a Tenant Party, either directly by the Tenant Party, or through a Representative of a Tenant Party, to enter into a lease for space at any Duke Building located in North Carolina or Missouri, but excluding any such request for proposal from a Tenant Party that is a Duke Realty Party.

“Tenant” shall mean any tenant pursuant to a Lease in any Buyer Building as of the date of the Purchase Agreement.

“Tenant Affiliate” shall mean any Person Controlled, Controlling or under common Control with such Tenant.

“Tenant Party” shall mean any Tenant or Tenant Affiliate.

“Termination Date” shall mean (a) with respect to the Covenant Not to Solicit, the date of that is the five year anniversary of the Closing Date; and (b) with respect to the Covenant

for RFPs, the date that is the thirtieth month of the Closing Date; provided, however in the event any Duke Buildings are sold to a Person that is not an Affiliate of Duke in an arm’s length transaction, then the Termination Date with respect to such Duke Building shall be the date of the closing of the sale to such Person. In addition, to the extent any Buyer Building is sold to a Person who is not Buyer, then the Termination Date with respect to such Buyer Building shall be the date of closing of the sale to such Person.

Covenant Not to Solicit Tenants

From and after the date of the Purchase Agreement to the Termination Date, the Duke Realty Parties covenant and agree that none of the Duke Realty Parties or any Representative of any Duke Realty Party shall Solicit any Tenant Party to enter into a lease for space at any Duke Building located or to be located within a twenty mile radius of any Buyer Building with respect to which such Tenant Party is leasing space as of the date of the Purchase Agreement (the “Duke Non-Solicit Area”) without Buyer’s prior written consent, which consent may be withheld in Buyer’s sole discretion, but will be deemed given if Buyer has not responded within ten (10) Business Days after receipt of a written request for consent from one or more of the Duke Realty Parties (such covenant by the Duke Realty Parties, a “Covenant Not to Solicit”). Additionally, from and after the date of the Purchase Agreement to the Termination Date, the Duke Realty Parties shall not, and shall not permit any Representative of any Duke Realty Party to, respond to any RFP request for a lease of space at a Duke Building in a Duke Non-Solicit Area without the prior consent of Buyer, which consent may be granted or denied in accordance with the further provisions of this paragraph (such covenant by the Duke Realty Parties, a “Covenant for RFPs”). In the event any Duke Realty Party receives an RFP request for a lease of space at a Duke Building within the Duke Non-Solicit Area by or on behalf of any Tenant Party that it desires to respond to, then the Duke Realty Party receiving such RFP shall immediately notify Buyer of the RFP and request Buyer’s consent thereto. Buyer shall have ten (10) Business Days in which to respond to such request, with Buyer’s consent not to be unreasonably withheld, and which consent Buyer shall be required to grant in the event such RFP includes space requirements or other specific building requirements that Buyer determines in its reasonable discretion cannot be accommodated by Buyer in any Buyer Building within the Duke Non-Solicit Area.

EXHIBIT O

FORM OF GENERAL CONTRACTOR’S WARRANTY

Contractor’s Warranty

Reference is made to that certain Agreement of Purchase and Sale, dated as of January __, 2015 (the “ Agreement ”), by and among the sellers named therein and [____________] , a [____________] (“ Buyer ”). As used herein, initially capitalized words (unless defined herein) shall have the meanings ascribed thereto in the Agreement.

In consideration of the rights and obligations of the parties under the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Duke Realty Limited Partnership, an Indiana limited partnership (“ Duke ”), hereby agrees as follows:

Duke warrants to Buyer that all labor, materials and equipment furnished under the Perimeter Plans and Specifications will be of good quality and new unless the Perimeter Plans and Specifications require or permit otherwise. Duke further warrants that the Perimeter Improvements (the “ Work ”) will conform to the requirements of the Perimeter Plans and Specifications and will be free from defects. Work, materials or equipment not conforming to these requirements may be considered defective (“ Defective Work ”). Duke’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed or approved by Duke, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by Buyer, Duke shall furnish satisfactory evidence as to the kind and quality of materials and equipment.

In addition to Duke’s obligations above, if, within one (1) year after the date of Substantial Completion of the Work, or by terms of an applicable special warranty required by the Perimeter Plans and Specifications, any of the Work is found to be not in accordance with the requirements of the Perimeter Plans and Specifications, Duke shall correct it promptly after written notice from Buyer to do so unless Buyer has previously given Duke written acceptance of such condition. Buyer shall give such notice promptly after discovery of the condition. During the one (1) year period for correction of Work, if Buyer fails to notify Duke and give Duke an opportunity to make the correction, Buyer waives the right to require correction by Duke and to make a claim for breach of warranty for claims known by Buyer during such period. If Duke fails to correct non-conforming or defective Work within a reasonable time during that period after receipt of notice from Buyer, Buyer may correct it and charge Duke for the cost thereof and recover any damages therefor.

Notwithstanding the foregoing, nothing in this Contractor’s Warranty shall be deemed to limit, reduce or restrict any rights or remedies of Buyer under the Agreement.

To the extent Seller has waived claims for consequential damages against the applicable subcontractor in the applicable subcontract with respect to the applicable portion of the Work, Duke and Buyer waive claims against each other for consequential damages arising out of or relating to this Contractor’s Warranty. This mutual waiver includes (1) damages incurred by Buyer for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and (2) damages incurred by Duke for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation and for loss of profit except anticipated profit arising directly from the Work. Notwithstanding the foregoing, neither Duke nor Buyer shall be liable to the other for consequential damages hereunder in excess of $500,000 in the aggregate.

Buyer and Duke waive all rights against each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, for damages caused by fire or other causes of loss to the extent covered by property insurance applicable to the Work.

[Remainder of Page Intentionally Left Blank]

This Contractor’s Warranty is provided this _____ day of ________, 2015.

DUKE REALTY LIMITED PARTNERSHIP,

an Indiana limited partnership, doing business in North Carolina and Missouri as Duke Realty of Indiana Limited Partnership

By: Duke Realty Corporation, an Indiana corporation, its general partner

By: ______________________________

Printed: ___________________________

Title: _________________________

EXHIBIT P

Form of Title Affidavit

OWNER’S TITLE AFFIDAVIT AND INDEMNITY AGREEMENT

________________ [[person’s name]] (“ Affiant ”), being duly sworn, deposes and says (to Affiant’s actual knowledge after due inquiry of the person or persons with requisite knowledge) to First American Title Insurance Company (the “ Title Company ”) with respect to the property identified on Schedule A hereto (the “ Property ”), as described in that certain Commitment for Title Insurance (the “ Title Commitment ”) issued by the Title Company under order number NCS-___________, with an effective date of _________ (the “ Effective Date ”):


1.	Affiant is the ________________ [[office]] of ________________ [[name of entity associated with the owning entity]], a _____________ [[entity type and state of formation]], which is the ________________ [[relationship with owning entity]] of _______________ [[name of owning entity]] (the “ Owner ”), a ________________ [[entity type and state of formation]].

Except for the Owner, there are no parties in possession or parties claiming a right to be in possession (“ Tenant ” or “ Tenants ”) of any part of the Property except ( a ) as specifically listed in the Title Commitment and/or ( b ) as set forth on Schedule B hereto; and there are no purchase rights (such as a right of first refusal or first offer, an option to purchase, or a right to approve purchaser) in any part of the Property except as expressly described ( a ) in the Title Commitment and/or ( b ) on Schedule B hereto.

No person or entity has furnished any labor, service, or material by or on behalf of either the Owner or any Tenant [[reference to tenant work to be removed if the Property is located in one of the few jurisdictions in which tenant contractors may never lien the landlord’s interest in the Property]] in connection with construction on or improvement to any portion of the Property within the last ______ [[period of time within which lien claims may be asserted according to the lien statute of the state in which Property is located, using statutory language of days, weeks, or months (plus a five-day cushion)]], except for ( a ) standard maintenance and repair by or on behalf of the Owner, which has been or will be paid in due course, and ( b ) the labor, services, and materials (if any) described on Schedule C hereto; and the Owner has not received any written notice of intention to file, record, or assert a lien against any portion of the Property for labor, service, or material furnished in connection with construction on or improvement to any portion of the Property. [[All labor, services, and materials, whether the Owner, a Duke Realty entity, a tenant, or a buyer is obligated to pay costs, should be listed on Schedule C .]


4.	There are not any ( a ) bankruptcy or insolvency proceedings pending by or against the Owner in any state or federal court, ( b ) unsatisfied judgments against the Owner, or ( c ) pending lawsuits that directly affect the Property.

Other than as specifically listed in the Title Commitment, there are not any ( a ) defects in or liens, encumbrances, or other claims against the title to the Property, ( b ) inchoate rights created by, through, or under the Owner that may ripen into a defect in or lien, encumbrance, or other claim against the title to the Property, or ( c ) violations of any covenant, condition, or restriction affecting the Property; the Owner has not entered into any agreements for the sale, leasing, or other disposition of the Property except as disclosed to the Title Company in writing; and the Owner has not received written notice of any unpaid tax or assessment not shown in the public records that could affect or become a lien against the Property.

Except for the instruments delivered to the Title Company by or on behalf of the Owner with instructions to submit for recordation, no instrument affecting the Property or title to the Property has been or will be submitted for filing or recording in the public records by or under the direction of the Owner after the Effective Date and through the earlier of ( a ) the third (3 ^rd ) day following the date hereof and ( b ) the date of recordation of that certain ___________________ [[Special/Limited Warranty Deed, Assignment of Ground Lease, etc.]] (the “ Conveyance Instrument ”) affecting title to the Property from the Owner to ___________. (This paragraph being the “ Gap Paragraph ” referred to in the following gap indemnification.)


7.	This Owner’s Title Affidavit and Indemnity Agreement is given with the understanding and intention that the Title Company shall rely thereon in issuing its title insurance policy pursuant to the Title Commitment.

[ Remainder of Page Intentionally Left Blank ]

Gap Indemnification

The Owner hereby agrees to hold harmless and indemnify the Title Company against any loss, cost, expense, claim, or damage arising by reason of any material incorrectness in the Gap Paragraph herein, provided, however, that this agreement is (and such indemnification shall be) conditioned upon the Title Company exercising all due diligence and dispatch in promptly recording the Conveyance Instrument.

[[OPTIONAL INDEMNIFICATION: The following indemnification is to be given by the Owner if there is disclosure of maintenance and repair furnished by or on behalf of the Owner.]]

Mechanics’ Liens Indemnification, Owner’s Construction

The Owner hereby agrees to pay, protect, defend, indemnify, and hold and save harmless the Title Company from and against any and all liabilities, claims of liability, obligations, losses, costs, charges, expenses, causes of action, suits, demands, judgments, and damages of any kind or character whatsoever, including but not limited to reasonable attorneys' fees and costs (including appellate fees and costs and actual attorneys’ fees awarded against the Title Company, directly or indirectly) incurred or sustained by the Title Company because of, under, or pursuant to the title insurance policy written pursuant to the Title Commitment by reason of, related to, or arising from any and all liens or rights to lien existing or asserted against the Property due to any of the labor, service, or material in connection with the maintenance and repair furnished by or on behalf of the Owner, as disclosed herein.

[[OPTIONAL INDEMNIFICATION: The following indemnification is to be given by Duke Realty Limited Partnership (or the Owner or other Duke Realty entity, depending on facts) only if and to the extent the Owner or another Duke Realty entity is financially responsible for any of the labor, service, or material furnished during the lien period, whether or not completed or paid for, listed on Schedule C .]]

Mechanics’ Liens Indemnification, Tenant Improvement

Duke Realty Limited Partnership [[or other Duke Realty entity, depending on circumstances]] (“ Duke ”) hereby agrees to pay, protect, defend, indemnify, and hold and save harmless the Title Company from and against any and all liabilities, claims of liability, obligations, losses, costs, charges, expenses, causes of action, suits, demands, judgments, and damages of any kind or character whatsoever, including but not limited to reasonable attorneys' fees and costs (including appellate fees and costs and actual attorneys’ fees awarded against the Title Company, directly or indirectly) incurred or sustained by the Title Company because of, under, or pursuant to the title insurance policy written pursuant to the Title Commitment by reason of, related to, or arising from any and all liens or rights to lien existing or asserted against the Property due to any of the labor, service, or material described as being the financial responsibility of the Owner or of Duke on Schedule C hereto.

IN WITNESS WHEREOF, Affiant, as the affiant hereunder and on behalf of the Owner, has executed this document as of the ____ day of _________________, 20___.

___________________________

[[SIGNATURE BLOCK]]

_______________________________

[[NOTARY BLOCK FOR THE COUNTY AND STATE OF EXECUTION (NOT, NECESSARILY, WHERE THE PROPERTY IS LOCATED]]

SCHEDULE A TO EXHIBIT P

Property Description

______________________________

[[description of the Property]]

SCHEDULE B TO EXHIBIT P

Tenants

______________________________________

[[leases and amendments from Purchase and Sale Agreement,
as updated for Assignment and Assumption Agreement]]

SCHEDULE C TO EXHIBIT P

Labor, Services, and Materials

______________________________

[[Insert “None,” if no construction during the lien period; if construction during lien period, include a statement of who is financially responsible for payment (such as the Owner, a Duke Realty entity, a tenant, a buyer]]

Exhibit 10.2

AGREEMENT OF PURCHASE AND SALE (POOL II)

among

THE SELLERS NAMED HEREIN

and

SOF-X U.S. ACQUISITIONS, L.L.C.

Dated as of January 16, 2015

TABLE OF CONTENTS



	Page
Exhibits	iv
ARTICLE I DEFINITIONS	1
Section 1.1 Defined Terms	1
ARTICLE II SALE, CONSIDERATION AND CLOSING	10
Section 2.1 Sale of Assets	10
Section 2.2 Gross Asset Value; Earnest Money.	11
Section 2.3 Earnest Money	12
Section 2.4 The Closing	13
Section 2.5 Allocated Asset Value.	13
ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS	13
Section 3.1 General Seller Representations and Warranties	13
Section 3.2 Representations and Warranties of the Sellers as to the Assets	15
Section 3.3 Operations Prior to Closing	18
Section 3.4 Tenant Estoppels.	22
Section 3.5 Owners’ Associations and REAs	24
Section 3.6 Inaccurate Representation or Warranty	24
Section 3.7 Cooperation with Financing.	25
Section 3.8 Easements.	25
Section 3.9 SNDAs	25
Section 3.10 Non-Compete Agreement	25
Section 3.11 INTENTIONALLY OMITTED	26
Section 3.12 INTENTIONALLY OMITTED	26
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER	26
Section 4.1 Representations and Warranties of the Buyer	26
ARTICLE V CONDITIONS PRECEDENT TO CLOSING	28
Section 5.1 Conditions Precedent to Sellers’ Obligations	28
Section 5.2 Conditions Precedent to the Buyer’s Obligations	29
ARTICLE VI CLOSING DELIVERIES	30
Section 6.1 Buyer Deliveries	30
Section 6.2 Sellers Deliveries.	31
ARTICLE VII INSPECTION	33
Section 7.1 General Right of Inspection	33
Section 7.2 Document Inspection; Contracts	34
Section 7.3 Formal Inspection Period	35
Section 7.4 Confidentiality	35
Section 7.5 Examination	35
Section 7.6 Effect and Survival of Disclaimer and Release	36



ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS	36
Section 8.1 Permitted Exceptions	36
Section 8.2 Title Report.	36
Section 8.3 Use of Cash Consideration Amount to Discharge Title Exceptions	37
Section 8.4 Inability to Convey	37
Section 8.5 Rights in Respect of Inability to Convey	37
Section 8.6 Voluntary Title Exceptions; Monetary Title Exceptions	38
Section 8.7 Buyer’s Right to Accept Title	39
Section 8.8 Cooperation	39
ARTICLE IX TRANSACTION COSTS; RISK OF LOSS	39
Section 9.1 Transaction Costs	39
Section 9.2 Risk of Loss.	40
ARTICLE X ADJUSTMENTS PROPOSED	41
Section 10.1 Taxes.	41
Section 10.2 Fixed Rents, Additional Rents and Security Deposits.	42
Section 10.3 Water and Sewer Charges	44
Section 10.4 Utility Charges	44
Section 10.5 Contracts	44
Section 10.6 Miscellaneous Revenues	45
Section 10.7 Leasing Costs.	45
Section 10.8 Owners’ Association Assessments.	45
Section 10.9 INTENTIONALLY OMITTED	46
Section 10.10 INTENTIONALLY OMITTED	46
Section 10.11 INTENTIONALLY OMITTED	46
Section 10.12 General	46
Section 10.13 Re-Adjustment	46
ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY	46
Section 11.1 Survival of Obligations; Liability of Sellers	46
Section 11.2 Liability of Buyer	47
Section 11.3 Cap on Liability	47
Section 11.4 Survival	47
ARTICLE XII TAX CERTIORARI PROCEEDINGS	47
Section 12.1 Prosecution and Settlement of Proceedings	47
Section 12.2 Application of Refunds or Savings	48
Section 12.3 Survival	48
ARTICLE XIII DEFAULT	48
Section 13.1 Buyer Default	48
Section 13.2 Seller Default.	49
Section 13.3 Material Defects Arising Prior to the Closing.	50
Section 13.4 INTENTIONALLY OMITTED	51
Section 13.5 INTENTIONALLY OMITTED	51



Section 13.6 Limitation on Liability	51
ARTICLE XIV MISCELLANEOUS	51
Section 14.1 Use of Duke Name	51
Section 14.2 Joint and Several Liability	51
Section 14.3 Brokers.	52
Section 14.4 Confidentiality; Press Release; IRS Reporting Requirements.	52
Section 14.5 Escrow Provisions.	53
Section 14.6 Successors and Assigns; No Third-Party Beneficiaries	54
Section 14.7 Assignment	55
Section 14.8 Further Assurances	55
Section 14.9 Notices	55
Section 14.10 Entire Agreement	56
Section 14.11 Amendments	56
Section 14.12 No Waiver	57
Section 14.13 Governing Law	57
Section 14.14 Submission to Jurisdiction	57
Section 14.15 Severability	57
Section 14.16 Section Headings	57
Section 14.17 Counterparts	57
Section 14.18 Construction	57
Section 14.19 Recordation	58
Section 14.20 INTENTIONALLY OMITTED.	58
Section 14.21 Exclusivity.	58
Section 14.22 Attorney’s Fees.	58
Section 14.23 Like Kind Exchange	58
Section 14.24 Disclosure	58
Section 14.25 Waiver of Trial by Jury	58
Section 14.26 Date for Performance	59
Section 14.27 Time of the Essence	59
Section 14.28 Adjournment of Closing	59
Section 14.29 INTENTIONALL OMITTED	59
Section 14.30 Post Closing Tenant Finish	59
Section 14.31 INTENTIONALLY OMITTED	60
Section 14.32 INTENTIONALLY OMITTED	60
Section 14.33 INTENTIONALLY OMITTED	60

iii



Exhibits
Exhibit A -	Form of Tenant Estoppel
Exhibit B -	Form of Assignment of Leases
Exhibit C -	Form of Assignment of Contracts
Exhibit D -	Form of Tenant Notice
Exhibit E -	Intentionally Omitted
Exhibit F -	Buyer’s Closing Certificate
Exhibit G -	Form of Deed
Exhibit H -	Form of Bill of Sale
Exhibit I -	Form of Broker Lien Waiver
Exhibit J -	Form of Assignment of Asset-Related Property
Exhibit K -	Seller’s Closing Certificate
Exhibit L -	Form of FIRPTA Certificate
Exhibit M -	Intentionally Omitted
Exhibit N -	Non-Compete Agreement Term Sheet
Exhibit O -	Intentionally Omitted
Exhibit P -	Form of Title Affidavit



Schedules
Schedule A -	Seller and Properties
Schedule B -	Intentionally Omitted
Schedule C -	Assumed Contracts
Schedule D -	Knowledge Parties
Schedule 2.1(b)(iii) -	Personal Property
Schedule 3.1(c) -	Consents
Schedule 3.1(d) -	Conflicts
Schedule 3.2(b) -	Material Contracts
Schedule 3.2 (c) -	Leases
Schedule 3.2(c)(i) -	Tenant Improvements and Other Construction Work
Schedule 3.2(c)(ii) -	Tenant Defaults
Schedule 3.2(d) -	Leasing and Brokerage Commissions and Agreements
Schedule 3.2(e) -	Casualties and Condemnations
Schedule 3.2(j) -	Building/Zoning Violations
Schedule 3.2(r) -	Intentionally Omitted
Schedule 3.2(u) -	Security Deposits Held by the Sellers
Schedule 3.2(v) -	Delinquency Reports
Schedule 3.3(h)(ii) -	December 11, 2014 Through Closing Date Lease Agreements
Schedule 3.5(b)(ii) -	Intentionally Omitted
Schedule 3.5(b)(iii) -	Intentionally Omitted
Schedule 7.1 -	Designated Employees
Schedule 14.3 -	Brokers
Schedule 14.33 -	Secured Properties

AGREEMENT OF PURCHASE AND SALE (POOL II)

AGREEMENT OF PURCHASE AND SALE (POOL II) (this “ Agreement ”), made as of the 16th day of January, 2015 by and between each of the entities listed in the column entitled “ Sellers ” on Schedule A attached hereto and made a part hereof (individually, a “ Seller ”; collectively, the “ Sellers ”) and SOF-X U.S. Acquisitions, L.L.C., a Delaware limited liability company (the “ Buyer ”).

Background

B. The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Assets on the terms and conditions hereinafter set forth.

AGREEMENT

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms The capitalized terms used herein will have the following meanings.

“ Additional Rent(s) ” shall have the meaning assigned thereto in subsection 10.2(a).

“ Adjusted Gross Asset Value ” shall have the meaning assigned thereto in subsection 2.2(a).

“ Affiliate Leasing and Brokerage Agreements ” shall have the meaning given thereto in Section 3.2(d) hereof.

“ Agreement ” shall mean this Agreement of Purchase and Sale (Pool II) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time.