AGREEMENT OF PURCHASE AND SALE

Exhibit 10.56

AGREEMENT OF PURCHASE AND SALE

For

Nashville Flex Portfolio

THIS AGREEMENT OF PURCHASE AND SALE (this “ Agreement ”) is made and entered into as of this 25 ^th day of October, 2007 (the “ Contract Date ”) by and between FirstCal Industrial 2 Acquisition, LLC (“ Seller ”), and KBS Nashville Industrial Portfolio I, LLC , a Delaware limited liability company (“ Purchaser ”).

1. SALE .

Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, for the purchase price set forth below and on the terms and conditions set forth in this Agreement, all of the following:

(a) those certain tracts or parcels of land, together with all rights, easements and interests appurtenant thereto including, but not limited to, any streets or other public ways adjacent to said tracts or parcels and any water or mineral rights owned by, or leased to, Seller, which is described on Exhibit A attached hereto and made a part hereof (the “ Land ”);

(b) all of the buildings, structures, fixtures and other improvements located on the Land, including, but not limited to, the building commonly known as 2515 Perimeter Place Drive, 500 Royal Parkway, 2525 Perimeter Place Drive, 431 Great Circle Road, 501 Mainstream Drive, and 533 Mainstream Drive, Nashville, Tennessee and all other on-site structures, systems, and utilities associated with the building (all such improvements being referred to herein as the “ Improvements ”), but excluding improvements, if any, owned by any tenants located therein;

(c) Seller’s right, title and interest in those certain leases and other agreements to occupy all or any portion of any or all of the Land and the Improvements that are in effect on the Contract Date and are listed on Schedule 1(c) attached hereto or into which Seller enters prior to Closing (as hereinafter defined) pursuant to the terms of this Agreement (collectively, the “ Leases ”);

(d) all of Seller’s right, title and interest in and to all tangible personal property upon the Land or within the Improvements, including, without limitation, heating, ventilation and air conditioning systems and equipment, appliances, furniture, tools and supplies, owned by Seller and used by Seller in connection with the ownership and operation of the Land and the Improvements (the “ Personal Property ”), but excluding any and all items of tangible personal property owned by the tenants;

(e) all of Seller’s right, title and interest in and to only those contracts and agreements to which Seller is party (other than Leases) relating to the upkeep, repair, maintenance, leasing or operation of any or all of the Land, Improvements and the Personal Property that are not terminable by their terms without payment of a fee or penalty and which are listed on Schedule 1(e) attached hereto (collectively, the “ Contracts ”). Notwithstanding the foregoing, Seller shall terminate at Closing, and Purchaser shall not assume, any property management or leasing agreement affecting the Property (as hereinafter defined); and

(f) to the extent transferable, all of Seller’s right, title and interest (if any) in and to all intangible assets of any nature relating to any or all of the Land, the Improvements and the Personal Property, including, but not limited to, (i) all guaranties and warranties issued with respect to the Personal Property or the Improvements; (ii) all plans and specifications, drawings

and prints describing the Improvements; (iii) trademarks or trade names associated with the Improvements; and (iv) all licenses, permits, approvals, certificates of occupancy, dedications, subdivision maps and entitlements now or hereafter issued, approved or granted by any governmental authority in connection with the Land or the Improvements (collectively, the “ Intangibles ”).

The Land, the Improvements, the Personal Property, the Contracts, the Leases and the Intangibles are hereinafter referred to collectively as the “ Property .”

2. PURCHASE PRICE . The total purchase price to be paid to Seller by Purchaser for the Property shall be Fifty-Three Million Five Hundred Thousand and NO/100 Dollars ($53,500,000.00) (the “ Purchase Price ”), plus or minus prorations as hereinafter provided.

3. CLOSING .

The purchase and sale contemplated herein shall be consummated at a closing (“ Closing ”) to take place by mail or at the offices of the Title Company (defined below). The Closing shall occur on November 15, 2007, or as otherwise agreed by the parties (the “ Closing Date ”).

4. DEPOSIT .

Within one (1) business day of the execution and delivery of this Agreement by Purchaser and Seller, Purchaser shall deposit, as its earnest money deposit, the sum of Six Million and No/100 Dollars ($6,000,000.00) [the “ Earnest Money ”] in an escrow with the Title Company (4100 Newport Place, Suite 120, Newport Beach, California 92660, Attn: Joy Eaton; 949-724-3112) (the “ Escrow ”) pursuant to escrow instructions in the form attached hereto as Exhibit B . The Earnest Money and all interest earned thereon are herein collectively referred to as the “ Deposit .” Except as otherwise expressly set forth herein, the Deposit shall be applied against the Purchase Price at Closing. The Deposit shall be non-refundable to Purchaser except as otherwise expressly provided for herein. Notwithstanding anything stated to the contrary in this Agreement, the only circumstances under which Seller shall be entitled to receive the Deposit is if Purchaser fails to purchase the Property when it is obligated to do so under this Agreement.

5. SELLER’S DELIVERIES .

Seller covenants that prior to August 23, 2007 Seller, to Seller’s knowledge, delivered or made available to Purchaser in the Nashville office of First Industrial Realty Trust, Inc., a Maryland corporation and an affiliate of Seller (“ FR ”), at the following address: 1420 Donelson Pike, Suite B-17, Nashville, Tennessee 37217 (the “ Nashville Office ”), all of the documents and agreements described on Exhibit C attached hereto and made a part hereof that are in Seller’s possession (the “ Documents ”). From and after August 23, 2007, Seller did not add any additional Documents to its files in the Nashville Office that were not otherwise delivered to Seller prior to the Contract Date. From the date hereof until the Closing Date, Seller shall continue to make available to Purchaser or its agents for inspection in the Nashville office of FR, all, to Seller’s knowledge, of the Documents in Seller’s possession. The Documents that are furnished or made available to Purchaser pursuant to this Section 5 are being furnished or made

2

available to Purchaser for information purposes only and without any representation or warranty by Seller with respect thereto, express or implied, except as may otherwise be expressly set forth in this Section 5 or Section 8.1 below, in either case as limited by Sections 8.2 and 8.3 below.

Purchaser has informed Seller that Purchaser is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“ Purchaser’s 3-14 Audit ”). In connection with the performance of Purchaser’s 3-14 Audit, Seller shall during the Inspection Period (as hereinafter defined) deliver to Purchaser, without representation or warranty, concurrently with the delivery of the Documents, (i) the documents which are described on Exhibit H attached hereto, to the extent in existence and in Seller’s possession (collectively, “ Purchaser’s 3-14 Audit Documents ”) and (ii) provide to Purchaser in written form, answers to such questions relating to the Property which are set forth in Exhibit H , to the extent such information is in existence and in Seller’s possession.

The Documents and the Purchaser’s 3-14 Audit Documents shall be collectively referred to in this Agreement as the “ Property Documents ”.

The originals (and where originals are not available or in Seller’s possession or control, copies) of all Property Documents shall become the property of Purchaser upon Closing. Upon Closing, Seller may retain copies of any Property Documents which Seller may make at Seller’s sole cost and expense.

6. INSPECTION PERIOD .

6.1. Basic Project Inspection . Purchaser acknowledges and agrees that it has completed its due diligence inspection of the Property (“ Basic Project Inspection ”) and hereby waives any right to terminate this Agreement on the basis of the results of such Basic Project Inspection (provided, however, that Purchaser does not waive any of its termination rights expressly provided for in this Agreement).

6.2. Purchaser’s Undertaking . Purchaser shall not conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “ Intrusive Investigation ”) as part of its Basic Project Inspection or otherwise without the prior written consent of Seller, which consent shall not be unreasonably withheld. Purchaser and Purchaser’s employees, third party consultants, lenders, engineers, accountants and attorneys (collectively, “ Purchaser’s Representatives ”) shall, in performing its Basic Project Inspection, comply with any and all applicable laws, ordinances, rules, and regulations. Except to the extent required by any applicable statute, law, regulation or governmental authority in its capacity as a contract purchaser (i.e. not an owner), prior to the Closing, neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection or any Intrusive Investigation to any governmental or quasi-governmental authority under any circumstances without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion. If this transaction fails to close for any reason other than due to Seller’s default, Purchaser shall provide Seller with copies of any and all final, third party reports prepared on behalf of Purchaser as part of the Basic Project Inspection without any representation or warranty regarding the accuracy thereof. Purchaser and Purchaser’s Representatives shall: (a) maintain comprehensive general liability (occurrence) insurance in an

3

amount of not less than $2,000,000 covering any accident arising in connection with the presence of Purchaser and Purchaser’s Representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and Purchaser shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), naming Seller as an additional insured thereunder, verifying the existence of such coverage to Seller prior to entry upon the Land or the Improvements; and (b) promptly pay when due any third party costs associated with its Basic Project Inspection. Purchaser shall, at Purchaser’s sole cost, repair any damage to the Land or the Improvements resulting from the Basic Project Inspection or any Intrusive Investigation, and, to the extent Purchaser or Purchaser’s Representatives alter, modify, disturb or change the condition of the Land or the Improvements as part of the Basic Project Inspection, any Intrusive investigation or otherwise, Purchaser shall, at Purchaser’s sole cost, restore the Land and the Improvements to the condition in which the same were found before such alteration, modification, disturbance or change. Purchaser hereby indemnifies, protects, defends and holds Seller, Seller’s affiliates, their respective partners, shareholders, officers and directors, and all of their respective successors and assigns (collectively, the “ Seller Indemnified Parties ”) harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “ Losses ”) that Seller or any Seller Indemnified Party suffers or incurs as a result of, or in connection with Purchaser’s Basic Project Inspection, any Intrusive Investigation or Purchaser’s or Purchaser’s Representatives entry upon the Land or the Improvements hereunder. Purchaser’s undertakings pursuant to this Section 6.2 shall indefinitely survive a termination of this Agreement or the Closing and shall not be merged into any instrument of conveyance delivered at Closing. Notwithstanding anything to the contrary in this Section 6.2 , Purchaser’s indemnification obligations under this Section 6.2 shall not apply to (a) any loss arising from Seller’s own negligence or willful misconduct or (b) Purchaser’s discovery of existing conditions on the Property, except to the extent that Purchaser, or any party acting on behalf of Purchaser, exacerbates or aggravates any such existing condition.

6.3. Confidentiality . Purchaser agrees to use reasonable efforts to maintain in confidence the information and terms contained in the Evaluation Materials (defined below) and this Agreement (collectively, the “ Transaction Information ”). Purchaser shall not disclose all or any portion of the Transaction Information to any person or entity and shall maintain the Transaction Information in the strictest confidence; provided, however, that Purchaser may disclose the Transaction Information: (a) to Purchaser’s Representatives to the extent that Purchaser’s Representatives reasonably need to know such Transaction Information in order to assist, and perform services on behalf of, Purchaser; (b) on not less than two (2) business days prior written notice, to the extent required by any applicable statute, law, regulation or governmental authority; (c) in connection with any litigation that may arise between the parties in connection with the transactions contemplated by this Agreement; and (d) after the Closing. Purchaser shall advise Purchaser’s Representatives of the provisions of this Section 6.3 and cause such parties to maintain the Transaction Information as confidential information and otherwise comply with the terms of this Section 6.3 . For purposes of this Agreement, the term “ Evaluation Materials ” shall mean the Property Documents and any other materials or information delivered or made available by Seller or its agents to Purchaser or Purchaser’s Representatives together with (i) all analyses, compilations, studies or other documents prepared by (or on behalf of) Purchaser, which contain or otherwise reflect such information or materials and (ii) the results of any studies, analysis or investigation of the Property undertaken by or on behalf of Purchaser. Purchaser agrees that the Evaluation Materials shall be used solely for purposes of evaluating the acquisition and potential ownership and

4

operation of the Property. Notwithstanding anything contained herein to the contrary, it is understood and agreed that money damages would not be a sufficient remedy for any breach of this Section 6.3 by Purchaser or Purchaser’s Representatives and that Seller shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach of this Section 6.3 by Purchaser or Purchaser’s Representatives. Purchaser further agrees to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this Section 6.3 but shall be in addition to all other remedies available at law or in equity to Seller. In the event this Agreement is terminated for any reason whatsoever, Purchaser shall promptly (and in any event within three (3) business days after the effective date of termination) return to Seller the Property Documents and any and all copies of the Property Documents and destroy any and all other Evaluation Materials. The undertakings of Purchaser pursuant to this Section 6.3 shall survive the termination of this Agreement.

Notwithstanding the foregoing provisions of this Section 6.3 and anything to the contrary set forth in Section 6.2 herein, nothing contained herein or therein shall impair Purchaser’s (or its permitted assignee’s) right to disclose information relating to this Agreement or the Property (a) to any due diligence representatives and/or consultants that are engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating Purchaser or its permitted assignees, provided such parties agree to maintain such information in confidence, (b) in connection with any filings (including any amendment or supplement to any S-11 filing) with governmental agencies (including the SEC) by any real estate investment trust (“ REIT ”) holding an interest (direct or indirect) in any permitted assignee of Purchaser, and (c) to any broker/dealers in the REIT’s broker/dealer network and any of the REIT’s investors.

7. TITLE AND SURVEY MATTERS .

7.1. Conveyance of Title . At Closing, Seller agrees to deliver to Purchaser a special warranty deed (“ Deed ”), in recordable form, conveying the Land and the Improvements to Purchaser, free and clear of all liens, claims and encumbrances except for the following items (the “ Permitted Exceptions ”): (1) taxes not yet due and payable; (2) all exceptions reflected in the Pro Formas; (3) the rights of tenants, as tenants only (with no right to purchase all or portions of the Property), pursuant to the Leases; (4) matters arising out of any act of Purchaser or Purchaser’s Representatives; and (5) local, state and federal laws, ordinances, rules and regulations, including, but not limited to, zoning ordinances (those liens, claims, encumbrances and matters referred to in items (1) and (3)-(5) above, the “ Existing Permitted Exceptions ”).

7.2. Title Commitment . Seller acknowledges that Purchaser has delivered to Seller a commitment or commitments (collectively, the “ Title Commitment ”) issued by Chicago Title Insurance Company (the “ Title Company ”), for an ALTA extended coverage owner’s title insurance policy with respect to the Land (the “ Title Policy ”), in the full amount of the Purchase Price, together with copies of all recorded documents evidencing title exceptions raised in “Schedule B” of such Title Commitment. The date on which Purchaser has received the Title Commitment is referred to as the “ Commitment Delivery Date .”

7.3. Survey . Seller has delivered or made available to Purchaser copies of any existing surveys of the Land and the Improvements (the “ Surveys ”) together with the Property Documents. Purchaser may obtain, at Purchaser’s cost, obtain updates of the Surveys (an “ Updated Surveys ”) certified to Purchaser and its lenders.

5

7.4. Defects and Cure .

7.4.1. Purchaser’s Defect Notices . Purchaser shall accept title to the Land and the Improvements subject to all of the Existing Permitted Exceptions. Furthermore, Purchaser hereby accepts those exceptions listed in those certain four (4) Proforma Owner’s Policies numbered 520932, 520933, 520938 and 520939 (collectively, the “ Pro Formas ”), copies of which Purchaser’s counsel e-mailed to Seller’s counsel on October 10, 2007. For purposes of this Agreement, the term Title Policy shall mean an ALTA Owner’s Policy of Title Insurance, issued by the Title Company as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of good, marketable and indefeasible fee simple title to the Land, subject only to the Permitted Exceptions for the Land. Any exceptions to title (other than the Existing Permitted Exceptions) that arise between the effective date of the Title Commitment or the Updated Surveys, as the case may be, and the Closing are referred to herein as “ New Defects .” Purchaser shall have two (2) business days after its receipt of written notice or updated title evidence reflecting any New Defects within which to notify Seller in writing (a “ Defect Notice ”) of any such New Defects to which Purchaser reasonably objects. Those New Defects to which Purchaser does not object in a Defect Notice given within the applicable two (2) business day period shall be deemed Permitted Exceptions.

7.4.2. Seller’s Response Notices . Seller shall be obligated to cure and remove the liens of any mortgage or deed of trust evidencing an indebtedness owed by Seller. Moreover, Seller shall be obligated to cure and remove all of the following classes of New Defects (“ Mandatory Cure Items ”), if any: (i) tax liens for delinquent ad valorem real estate taxes; (ii) mechanics liens pursuant to a written agreement either between (x) the claimant (the “ Contract Claimant ”) and Seller or its employees, officers or managing agents (the “ Seller Parties ”) or (y) the Contract Claimant and any other contractor, materialman or supplier with which Seller or the Seller Parties have a written agreement; and (iii) broker’s liens pursuant to a written agreement between the broker and Seller or any Seller Parties. Seller shall be permitted to cure Mandatory Cure Items that in the aggregate are for a liquidated amount of $50,000 or less by procuring title insurance on terms reasonably acceptable to Purchaser. Seller may elect, in its sole discretion, to cure and remove any Disclosed Exception identified by Purchaser in a Defect Notice by delivering written notice to Purchaser (a “ Seller’s Response Notice ”) indicating that Seller has elected to cure and remove any such matters (any such matters that Seller elects to cure and remove, “ Seller Cure Items ”) not later than the sooner to occur of (i) three (3) business days after Seller’s receipt of the applicable Defect Notice; or (ii) Closing. Seller shall have until Closing to cure and remove any Seller Cure Items. If Seller fails to provide a Seller’s Response Notice, Seller shall be deemed to have delivered a Seller’s Response Notice electing not to cure and remove any New Defects identified by Purchaser in the applicable Defect Notice. Notwithstanding anything to the contrary set forth herein, Seller shall be permitted to cure any encroachments by procuring title insurance on terms reasonably acceptable to Purchaser. If Seller elects (or is deemed to elect) not to cure and remove any New Defects, Purchaser may elect, in its sole discretion and as its sole remedy hereunder, at law or in equity, by delivery of written notice to Seller not later than the first to occur of (i) the date that is three (3) business days after Purchaser’s receipt (or deemed receipt) of a Seller’s Response Notice; or (ii) Closing, to either (a) proceed to Closing and accept title to

6

the Land and the Improvements, subject to those New Defects, as the case may be, that Seller has refused (or is deemed to have refused) to cure or remove, without deduction or offset against the Purchase Price and with such New Defects in that case being deemed to be Permitted Exceptions or (b) terminate this Agreement, in which event the Deposit shall be delivered to Purchaser and neither party shall have any further liabilities or obligations pursuant to this Agreement except those liabilities or obligations that expressly survive termination of this Agreement. If Purchaser fails to timely notify Seller of its election pursuant to the preceding sentence, Purchaser shall be deemed to have elected alternative (a).

7.5. Title Cure Provisions . If, on or prior to Closing, Seller fails to cure and remove each New Defect (other than Mandatory Cure Items), as the case may be, that Seller agreed to cure (pursuant to a Seller’s Response Notice), Purchaser may, at its option and as its sole remedy hereunder, at law or in equity, either (i) terminate this Agreement by written notice to Seller delivered on or prior to Closing, in which event (a) the Deposit shall be returned to Purchaser, and (b) this Agreement, without further action of the parties, shall become null and void and neither party shall have any further liabilities or obligations under this Agreement except for those liabilities or obligations which expressly survive termination of this Agreement; or (ii) elect to consummate the Closing and accept title to the Land and Improvements subject to all those New Defects that Seller has failed to cure or remove (in which event, all such exceptions to title shall be deemed Permitted Exceptions), without deduction or offset against the Purchase Price. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (ii). If Seller fails to cure and remove any Mandatory Cure Items on or prior to Closing, Purchaser may, at its option and by delivery of written notice to Seller on or prior to Closing, terminate this Agreement, in which event the Deposit shall be returned to Purchaser and this Agreement, without further action of the parties, shall become null and void and neither party shall have any further liabilities or obligations under this Agreement except for those liabilities and obligations which expressly survive a termination of this Agreement.

7.6. Additional Title Matters .

7.6.1. Mercantile Lease . Reference is hereby made to (i) that certain Lease Agreement dated May 25, 1989 by and between Joseph V. Russell & Associates (“ Russell ”) and Mercantile Properties, Inc. (“ Mercantile ”), as amended by that certain Lease Amendment No. 1, dated April 23, 1990 by and between Russell and Mercantile (collectively, the “ Mercantile Lease ”) and (ii) that certain Short Form Lease dated May 25, 1989 by and between Russell and Mercantile (the “ Mercantile Short Form Lease ”). Seller covenants to use reasonable efforts to procure that certain Lease Amendment No. 2 (which amends the Mercantile Lease) and that certain First Amendment to Short Form Lease Agreement (which amends the Mercantile Short Form Lease), both of which are attached hereto in Schedule 7.6.1 (collectively, the “ Mercantile Lease Amendments ”). In no event shall Purchaser be entitled to terminate this Agreement on the basis of Seller’s failure to receive, on or prior to Closing, either or both of the Mercantile Lease Amendments. In the event Seller fails to obtain, as of the Closing, either or both of the Mercantile Lease Amendments, then, at Closing, Seller shall execute and deliver to the Title Company that certain Affidavit Regarding Mercantile Lease attached hereto in Schedule 7.6.1 .

7.6.2. Southeastern Telecom Memorandum of Lease . Reference is hereby made to that certain Memorandum of Lease dated June 4, 1996 recorded June 6, 1996 in

7

the records of Davidson County, Tennessee as Book 10078, Pages 444-46. Seller covenants to use reasonable efforts to procure that certain Termination of Memorandum of Lease (the “ Memorandum Termination ”) which is attached hereto in Schedule 7.6.2 . In no event shall Purchaser be entitled to terminate this Agreement on the basis of Seller’s failure to receive, on or prior to the Closing, the Memorandum Termination. In the event Seller fails to obtain, as of the Closing, the Memorandum Termination, then, at Closing, Seller shall execute and deliver to the Title Company that certain Affidavit Regarding Memorandum of Lease attached hereto in Schedule 7.6.2 .

7.7. Conditions Precedent .

7.7.1. Conditions Precedent to Purchaser’s Performance . Purchaser’s obligation to purchase the Property is subject to the satisfaction or written waiver of all the conditions described below:

(a) Issuance of Title Policy . At the Closing, the Title Company shall have irrevocably committed to issue the Title Policy, subject only to the Permitted Exceptions, upon Closing. The condition described in this Section 7.7.1(a) , however, shall be rendered null and void if the Title Company does not commit to issue the Title Policy, subject only to the Permitted Exceptions, as a result of the failure of Purchaser to satisfy its obligations hereunder regarding the issuance of the Title Policy.

(b) Validity of Representations and Warranties . All representations and warranties by Seller in this Agreement shall be true and correct in all material respects as of Closing.

(c) Performance of Covenants . Seller shall have duly performed all material covenants and material agreements to be performed under this Agreement, including, without limitation, the timely delivery of all documents and instruments to the Title Company as required by Section 12 hereof.

(d) Estoppel Certificates . No less than three (3) business days prior to the Closing Date, Seller shall have delivered or caused to be delivered to Purchaser, with respect to the Improvements, estoppel certificates satisfying the requirements set forth in Section 10.6 hereof.

7.7.2. Conditions Precedent to Seller’s Performance . Seller’s obligation to sell the Property is subject to the satisfaction or written waiver of all conditions set forth below:

(a) Performance of Covenants . Purchaser shall have duly performed all covenants and agreements to be performed by Purchaser under this Agreement, including, without limitation, the timely delivery of all documents and instruments to the Title Company as required by Section 13 hereof.

(b) Validity of Representations and Warranties . All representations and warranties by Purchaser in this Agreement shall be true and correct in all material respects as of Closing.

8

8. SELLER’S COVENANTS AND REPRESENTATIONS.

8.1. Seller’s Representations . Seller represents and warrants to Purchaser that the following matters are true as of the Contract Date, in all material respects, except as may otherwise be provided in the Documents.

8.1.1. Litigation . There is no pending or, to Seller’s knowledge, threatened litigation or governmental proceedings against the Property or Seller in connection with the Property that would adversely affect the Property.

8.1.2. United States Person . Seller is a “United States Person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and shall execute and deliver an “Entity Transferor” certification at Closing.

8.1.3. Condemnation . To Seller’s knowledge, there is no pending or contemplated condemnation or other governmental taking proceedings affecting all or any part of the Land and the Improvements.

8.1.4. Environmental Matters . To Seller’s knowledge, Seller has received no written notification from any governmental authority that (x) all or some portion of the Land and the Improvements violates any Environmental Laws (as hereinafter defined); or (y) any Hazardous Substances have been stored or generated at, released or discharged from or are present upon the Land and the Improvements, except in the ordinary course of business and in accordance with all Environmental Laws. As used herein, “ Hazardous Substances ” means all hazardous or toxic materials, substances, pollutants, contaminants, or wastes currently identified as a hazardous substance or waste in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (commonly known as “ CERCLA ”), as amended, the Superfund Amendments and Reauthorization Act (commonly known as “ SARA ”), the Resource Conservation and Recovery Act (commonly known as “ RCRA ”), or any other federal, state or local legislation or ordinances applicable to the Land or the Improvements. As used herein, the term “ Environmental Laws ” shall mean all federal, state and local environmental laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by any governmental authority and in effect as of the date of this Agreement with respect to or which otherwise pertain to or affect the Land or the Improvements, or any portion thereof, the use, ownership, occupancy or operation of the Land or the Improvements, or any portion thereof, or any owner of the Land, and as same have been amended, modified or supplemented from time to time prior to the date of this Agreement, including but not limited to CERCLA, the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), RCRA, the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), SARA, comparable state and local laws, and any and all rules and regulations which have become effective prior to the date of this Agreement under any and all of the aforementioned laws.

9

8.1.5. Due Authorization; Conflict . Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business in and is in good standing under the laws of the State of Tennessee. Seller has full power to execute, deliver and carry out the terms and provisions of this Agreement and each of the other agreements, instruments and documents herein required to be made or delivered by Seller pursuant hereto, and has taken, or will take prior to Closing, all necessary action to authorize the execution, delivery and performance of this Agreement and such other agreements, instruments and documents. The individuals executing this Agreement and all other agreements, instruments and documents herein required to be made or delivered by Seller pursuant hereto on behalf of Seller are and shall be duly authorized to sign the same on Seller’s behalf and to bind Seller thereto. The execution and delivery of, and consummation of the transactions contemplated by, this Agreement are not prohibited by, and will not conflict with, constitute grounds for termination of, or result in the breach of, any of the agreements or instruments to which Seller is now party or by which it is bound, or any order, rule or regulation of any court or other governmental agency or official.

8.1.6. Enforceability . This Agreement has been, and each and all of the other agreements, instruments and documents herein required to be made by Seller pursuant hereto have been, or on the Closing Date will have been, executed by or on behalf of Seller, and when so executed, are and shall be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and, as to enforceability, the general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

8.1.7. Leases; Tenant Improvements . Copies of all Leases in effect as of the Contract Date (the “ Existing Leases ”), and all amendments thereto and guaranties thereof, if any, have been furnished by Seller to Purchaser and the copies so provided are true and complete. The Existing Leases have not been amended, modified or terminated (except for any amendments delivered to Purchaser pursuant to the preceding sentence). To Seller’s knowledge, the Existing Leases are presently in full force and effect.

8.1.8. Contracts; Other Agreements . Seller is not party to any service contracts, management contracts or other comparable agreements that will be binding upon the Land and the Improvements after Closing other than the Contracts.

8.1.9. Bankruptcy Matters . Seller has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors, suffered the appointment of a receiver to take possession of substantially all of its assets, suffered the attachment or other judicial seizure of substantially all of its assets, admitted its inability to pay its debts as they come due, or made an offer of settlement, extension or composition to its creditors generally.

8.1.10. No Brokers . To Seller’s knowledge, Seller has delivered or made available as Documents true and complete copies of any and all listing agreements, brokerage agreements, Leases or other comparable agreements (collectively, “ Brokerage Agreements ”) into which Seller has entered in connection with the Property, and pursuant to which a leasing commission or finder’s fee may be payable subsequent to Closing.

10

8.1.11. Employees . Seller has no employees at the Property.

8.1.12. 1031 Exchange . Seller recognizes and understands that this transaction may be part of a contemplated “like kind” exchange for Purchaser under §1031 of the Internal Revenue Code (“ Purchaser’s Exchange ”). As such, Seller agrees to reasonably cooperate with Purchaser in effectuating Purchaser’s Exchange, which cooperation may include the execution of documents and the taking of other reasonable action, as is necessary in the opinion of Purchaser, to accomplish Purchaser’s Exchange; provided, however, that Seller shall not be required to assume any additional expense or liability in connection with, or as part of its cooperation with, Purchaser’s Exchange or to agree to any extension of the Closing Date beyond the date specified in Section 3 . The covenant contained in this Section 8.1.12 shall survive the Closing and shall not be merged into any instrument of conveyance delivered at Closing.

8.1.13. Violation of Law . Seller has not received any written notice of any violation of any laws, ordinances, rules or administrative or judicial orders affecting or regarding the Property.

8.1.14. Patriot Act Compliance . Seller is not acting, directly or indirectly for, or on behalf of, any person, group, entity or nation named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, or nation pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control, and is not engaging in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of, any such person, group, entity or nation. The representation set forth in this Section 8.1.14 shall not apply to the shareholders of First Industrial Realty Trust, Inc., a Maryland corporation and an affiliate of Seller.

8.2. Seller’s Knowledge . All references in this Agreement to “ Seller’s knowledge ,” “ Seller’s actual knowledge ” or words of similar import shall refer only to the actual (as opposed to deemed, imputed or constructive) knowledge of Michael Schack and Steven Preston without inquiry and, notwithstanding any fact or circumstance to the contrary, shall not be construed to refer to the knowledge of any other person or entity.

8.3. Limitations . The representations and warranties of Seller to Purchaser contained in Section 8.1 hereof, as modified by the Closing Date Certificate (as hereinafter defined) (the “ Seller Representations ” as of the Closing), shall survive the Closing Date and the delivery of the Deed for a period of twelve (12) months. No claim for a breach of any Seller Representation, or the failure or default of a covenant or agreement of Seller that survives Closing, shall be actionable or payable unless (a) the breach in question results from, or is based on, a condition, state of facts or other matter which was not actually disclosed to, or actually known by, Purchaser prior to Closing, (b) the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand and No/100 Dollars ($25,000.00), in which event the full amount of such claims shall be actionable,

11

and (c) written notice containing a description of the specific nature of such breach shall have been delivered by Purchaser to Seller prior to the expiration of said twelve (12) month survival period, and an action with respect to such breach(es) shall have been commenced by Purchaser against Seller within eighteen (18) months after Closing. Notwithstanding anything contained herein to the contrary, the maximum amount that Purchaser shall be entitled to collect from Seller in connection with all suits, litigation or administrative proceedings resulting from all breaches by Seller of any Seller Representations or any covenants of Seller shall in no event exceed $1,000,000.00 in the aggregate (the “ CAP ”); provided, however, that the Cap shall not apply with respect to Sectio