Purchase and Sale Agreement

E XHIBIT 10-p

A UGUST 19, 2005

Purchase and Sale Agreement

This Purchase and Sale Agreement (this “ Agreement ”) is made as of the 24th day of August, 2005 (the “ Effective Date ”), by and between Rockwell Automation, Inc., a Delaware corporation, formerly known as “Rockwell International Corporation” (“ Seller ”) and First Industrial Acquisitions, Inc. , a Maryland corporation (“ Buyer ”).

In consideration of this Agreement, Seller and Buyer (together, the “ Parties ”) agree as follows:

(a)      Identification of Subject Property. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title, and interest in and to the following property (collectively, “ Subject Property ”):

          (1)      Land . Fee simple absolute title to such parcels of real property as are depicted, legally described, or otherwise identified on the Exhibit A attached to and made a part of this Agreement, together with all of Seller’s right, title, and interest in and to all of the following: (i) any privileges, profits, easements, interests, or rights that are in any manner appurtenant thereto; (ii) all of the beds of any streets within or adjoining such real property, up to the center of such beds; and (iii) all awards for any future taking or condemnation affecting such real property or affecting street beds to which the owner of such real property is entitled; all of which collectively shall be referred to as the “ Land ”;

          (2)      Improvements . All buildings and other improvements and fixtures located, as of the Effective Date, upon the Land, including, without limitation, all of Seller’s right, title, and interest in and to the following: (i) any mechanical systems structurally incorporated into such buildings, improvements, or fixtures (such as heating and air conditioning, mechanical, electrical, and plumbing systems); (ii) any facilities used to provide any utility service, ventilation, or municipal services to such buildings, improvements, or fixtures (including, without limitation, all water, sewer, gas, electricity, and other utility pipes and lines and all other facilities therein or appurtenant thereto); and (iii) any and all shrubbery and plantings forming a part thereof, all of which included items shall collectively be referred to as the “ Improvements ”; and

          (3)      Replacements. All repairs, refurbishments, additions, supplements, and replacements to the Improvements made between the Effective Date and the Closing Date (as defined below), all of which included items shall collectively be referred to as the “ Replacements. ”

(b)      Transfer of Subject Property by Related Entities . Buyer understands that all or part of the Subject Property may be titled in various subsidiaries or affiliates (whether one or more, the “ Related Entities ”) of the Seller. In all such instances, Seller shall cause the

appropriate Related Entities to convey their interests to Buyer pursuant to the terms of this Agreement.

(c)      Property not Conveyed. The Parties agree, and Buyer hereby expressly acknowledges, that the definition of “Subject Property” set forth in this Section 1 is not intended to include, and thus that Seller shall not transfer to Buyer (whether at Closing or otherwise), either (i) any tangible personal property of Seller (save only for such Due Diligence Documents as may be in Seller’s possession or under its control on the Closing Date), or (ii) any intangible property of Seller. Accordingly, this Agreement shall not govern any interest of Seller whatsoever in any of the following, whether located (on the Effective Date or on the Closing Date) in or upon the Subject Property or located (on the Effective Date or on the Closing Date) elsewhere in contemplation of delivery to the Subject Property: any machinery, equipment, trade fixtures, furnishings, parts, tools, engineering and yard drawings, or other items of tangible or intangible personal property; any work in process; any inventory held for use or resale; and any raw materials, finished product, supply, packaging items, business-related signage, or similar items with respect to the business conducted by the Seller at or from the Subject Property.

(a)      Price . Buyer shall pay to Seller at Closing, as consideration for Buyer’s purchase of the Subject Property, the sum (in United States Dollars) indicated as the “Total Purchase Price” on the Exhibit B attached to and made a part of this Agreement (“ Purchase Price ”). The Parties further hereby agree that such Purchase Price shall be allocated among the discrete fee simple absolute estates comprising the Subject Property according to the schedule set forth on the Exhibit B attached to and made a part of this Agreement.

(b)      Earnest Money . Within two (2) days after the Effective Date, Buyer shall deposit the sum of Five Million and No/100 United States Dollars (USD 5,000,000.00) (“ Original Earnest Money ”) with Chicago Title Insurance Company, a Missouri corporation (“ Title Company ”). Furthermore, within two (2) days after the earlier to occur of (i) Buyer’s waiver or satisfaction of all due diligence conditions set forth in Section 4 of this Agreement or (ii) passage of the Contingency Date under this Agreement, Buyer shall deposit the sum of Two Million Five Hundred Thousand and No/100 United States Dollars (USD 2,500,000.00) (“ Additional Earnest Money ”) with the Title Company. The Original Earnest Money and the Additional Earnest Money (together, the “ Earnest Money ”) shall be deposited in an interest-bearing escrow account with the Title Company to be held in a joint order escrow to be entered into between Seller and Buyer with Escrowee pursuant to an Earnest Money Escrow Agreement in the form set forth on the Exhibit C attached to and made a part of this Agreement (the “ Escrow Agreement ”). The Earnest Money shall be credited against the Purchase Price at Closing, or, if not so credited, otherwise disbursed according to the terms of the Escrow Agreement. Any interest earned on the Earnest Money shall belong to Buyer.

(a)      Delivery . Buyer’s obligation to consummate the transaction contemplated by this Agreement shall be subject to Buyer’s review of certain Commitments, Title Documents,

and Surveys, as set forth in this Section. Accordingly, before 5:00 p.m. CDT on September 23, 2005, Seller shall furnish to Buyer (or cause to be delivered to Buyer) the following materials:

          (1)      Title Commitments . Current commitments (altogether, the “ Commitments ”) from the Title Company to issue an owner’s policy of title insurance (ALTA Form B-1992, revised 10-17-92) for each discrete legal parcel of the Subject Property (such policies, as issued, together with all Endorsements required under Section 9 of this Agreement, being known under this Agreement as the “ Title Policies ”), which Commitments shall show fee simple absolute title in and to all Subject Property to be vested in Seller (or in one of the Related Entities), and which Commitments shall respectively further state insured amounts that match, on a parcel-by-parcel basis, the allocation schedule set forth on Exhibit B to this Agreement;

          (2)      Title Documents . Copies of all documents identified in the respective Schedules B-II of the Commitments as non-standard exceptions to the proposed coverages of the Title Policies (“ Title Documents ”); and

          (3)      Surveys . Current surveys of all Subject Property (“ Surveys ”), which Surveys shall be certified to Buyer, Seller, and the Title Company with the form of certification set forth on Exhibit D attached to and made a part of this Agreement.

(b)      Defects . If the Commitments or Title Documents shall show any exception(s) to title other than the exceptions that are specifically listed on the Exhibit E attached to and made a part of this Agreement (altogether, the “ Listed Encumbrances ”), or if the Surveys shall disclose any condition (other than a Listed Encumbrance) that is not reasonably satisfactory to Buyer, then Buyer may notify Seller, before 5:00 p.m. CDT on October 7, 2005 (the “ Disapproval Deadline ”), of any such exceptions and/or conditions to which Buyer objects (individually a “ Disapproved Matter ” and collectively the “ Disapproved Matters ”). Any condition(s) disclosed on the Commitments, Title Documents, or Surveys and not objected to by Buyer in writing as a Disapproved Matter by the Disapproval Deadline shall be deemed a Permitted Encumbrance under this Agreement.

          (1)      Financial Disapproved Matters . Any Disapproved Matter that may be removed by Seller’s payment of a sum certain (i) that is stated by the pertinent Listed Encumbrance or (ii) that may be determined by reference to the source instrument that created the obligation secured by the Listed Encumbrance (in each instance, individually a “ Financial Disapproved Matter ” and collectively the “ Financial Disapproved Matters ”) shall be addressed either ( w ) by Seller’s applying the Purchase Price first to the payment of such sum(s) certain on the Closing Date or ( x ) by Seller’s securing, at its expense, an endorsement (in form reasonably acceptable to Buyer) to the Title Policies removing or insuring over such Financial Disapproved Matter(s).

          (2)      Nonfinancial Disapproved Matters . As to every Disapproved Matter that is not a Financial Disapproved Matter (individually a “ Nonfinancial Disapproved Matter ” and collectively the “ Nonfinancial Disapproved Matters ”), Seller shall, between receipt of Buyer’s written notice of Disapproved Matters and the Closing Date (as postponed, if at all, pursuant to the terms of this Agreement) exercise good faith efforts to either (i) cause the

Title Company to remove from the Commitments and the Surveys, at Seller’s sole expense, every such Nonfinancial Disapproved Matter, or (ii) obtain, at Seller’s sole expense, an endorsement (in form reasonably acceptable to Buyer) to the pertinent Commitment(s) providing affirmative title insurance coverage reasonably acceptable to Buyer insuring against the effect of every such Nonfinancial Disapproved Matter.

                    (A)     When all Nonfinancial Disapproved Matters shall be so removed or endorsed over and all Financial Disapproved Matters shall have been addressed in accordance with Section 3(b)(1), above, then Buyer’s title and survey objections noticed under this Section 3 shall be deemed fully satisfied, the date of which satisfaction shall be the later to occur of (i) the date on which the last of the then-outstanding Nonfinancial Disapproved Matters is so removed or (ii) the date on which the Title Company issues an endorsement (in form reasonably satisfactory to Buyer) to the relevant Commitment(s) removing or insuring over the last of the then-outstanding Nonfinancial Disapproved Matters.

                    (B)     If all Nonfinancial Disapproved Matters shall not then be so removed or endorsed over, Seller shall provide to Buyer, in a notice delivered to Buyer not less than two (2) nor more than four (4) days before the Closing Date, an itemized list of such Nonfinancial Disapproved Matters as have not, on the date of such notice, been so removed and endorsed over (individually an “ Uncured Title Matter ” and collectively the “ Uncured Title Matters ”), identifying with such itemization all discrete parcels of the Subject Property as then remain subject to Uncured Title Matters (the “ Postponed Parcel(s) ”). On the Closing Date, Seller shall also

                      (i) As to all of the Subject Property other than the Postponed Parcel(s), complete Closing as required under this Agreement; and

                      (ii) As to the Postponed Parcel(s), deliver to Buyer a written notice (a “ Postponed Parcel Notice ”) of Seller’s election (in Seller’s sole discretion): ( w ) to postpone the Closing Date as to one or more identified Postponed Parcel(s) to a specified date (the “ Postponed Closing Date ”) not later than November 18, 2005; and/or ( x ) to remove one or more identified Postponed Parcel(s) from the Subject Property under this Agreement (individually an “ Eliminated Postponed Parcel ” and collectively the “ Eliminated Postponed Parcels ”).

Seller shall deliver a Postponed Parcel Notice with respect to every Postponed Parcel, and in its Postponed Parcel Notice shall elect either of ( w ) or ( x ), above, with respect to each Postponed Parcel.

                    (C)     As to the Eliminated Postponed Parcel(s), Buyer may elect, by delivering written notice (a “ Postponed Parcel Waiver Notice ”) of such election to Seller within three (3) days after Seller’s delivery of the Postponed Parcel Notice, to consummate Buyer’s acquisition, pursuant to the terms of this Agreement, of any one or more Eliminated Postponed Parcels, which Eliminated Postponed Parcel(s) to be so acquired (individually a “ Restored Postponed Parcel ” and collectively the “ Restored Postponed Parcels ”) shall be specifically identified by Buyer in the Postponed Parcel Waiver Notice. (If Buyer’s Postponed

Parcel Waiver Notice shall not state Buyer’s election to consummate Buyer’s acquisition of all Eliminated Postponed Parcels, then Seller’s election under ( x ), above, shall continue to apply to those of the Eliminated Postponed Parcels not specified by Buyer as Restored Postponed Parcels, whereupon neither Party shall have any further obligations hereunder with respect to any Eliminated Postponed Parcel(s) not so specified as Restored Postponed Parcels, save only for such obligation and liabilities as may expressly survive the termination of this Agreement.) The transfer of the Restored Postponed Parcel(s) shall be closed on the Postponed Closing Date—or, if Seller shall not have identified a Postponed Closing Date in its Postponed Parcel Notice, on a date mutually agreed between Buyer and Seller, which date shall be no later than November 18, 2005—without any reduction in the aggregate Purchase Price allocated (as specified on the attached Exhibit B ) to the Restored Postponed Parcels, according to the terms of Section 9 of this Agreement. Buyer shall then take all Restored Postponed Parcels subject to all Uncured Title Matters encumbering such Restored Postponed Parcels as of the Closing Date, which Uncured Title Matters shall be considered additional Permitted Exceptions for which Seller shall have neither any further obligation whatsoever nor any liability whatsoever for any loss, damage, or diminution in value arising with respect to such Uncured Title Matters.

                    (D)     As to all Postponed Parcel(s) other than the Restored Postponed Parcel(s) and the Eliminated Postponed Parcel(s), Seller shall, between delivery of the Postponed Parcel Notice and the Postponed Closing Date, make reasonable and diligent efforts to cause the Title Company to remove or endorse over all Uncured Title Matters affecting the identified Postponed Parcel(s), and Seller and Buyer shall, on the Postponed Closing Date, immediately complete closing, according to the terms of Section 9 of this Agreement, on all of the Postponed Parcel(s) as to which no Uncured Title Matters then remain. If Seller shall not, despite its reasonable and diligent efforts, cause the Title Company, by the Postponed Closing Date, to remove or endorse over (in form reasonably satisfactory to Buyer) all Uncured Title Matters concerning the Postponed Parcel(s), then Seller may elect, in Seller’s sole discretion and on written notice to Buyer (a “ Final Postponement Notice ”) delivered on the Postponed Closing Date, either ( y ) to remove from the Subject Property under this Agreement such Postponed Parcel(s) as shall remain subject to any Uncured Title Matter on the Postponed Closing Date, or ( z ) to not remove from the Subject Property under this Agreement such Postponed Parcel(s) as shall then remain subject to any Uncured Title Matter. Buyer shall have three (3) days after delivery of the Final Postponement Notice to elect, at its option, and as its sole remedy hereunder, either ( aa ) to terminate this Agreement as to such Postponed Parcel(s) as then remain subject to any Uncured Title Matter, whereupon neither Party shall have any further obligations hereunder with respect to such Postponed Parcel(s), save only for such obligation and liabilities as may expressly survive the termination of this Agreement, or ( bb ) to waive the requirement that Seller cause the Title Company to remove or endorse over such Uncured Title Matter and, no later than November 30, 2005, to complete Closing on such Postponed Parcel(s) without any reduction in the aggregate Purchase Price allocated (as specified on the attached Exhibit B ) to those Postponed Parcel(s); provided that, if Buyer shall not, within the pertinent three (3) day notice period, provide Seller with written notice of Buyer’s electing one of the listed options with respect to each of the Postponed Parcels as to which Uncured Title Matters remain outstanding, then Buyer shall irrevocably be deemed to have agreed to accept title to the pertinent Postponed Parcel(s) subject to every Uncured Title Matter remaining on the Commitments and Surveys, and

shall complete Closing on all such Postponed Parcels by November 30, 2005 without any reduction in the aggregate Purchase Price allocated (as provided on the attached Exhibit B ) to the Postponed Parcels, all Uncured Title Matters thereafter being considered additional Permitted Exceptions for which Seller shall have neither any further obligation whatsoever nor any liability whatsoever for any loss, damage, or diminution in value arising with respect to such Uncured Title Matters.

          (3)      Modification with Respect to Postponed Parcel(s) . If Seller shall at any time exercise any right under this Agreement to remove any Postponed Parcel(s) from the Subject Property under this Agreement (and Buyer does not timely elect to instead proceed to acquire such Postponed Parcel(s) subject to whatever Uncured Title Matters then encumber it), or if Buyer shall at any time exercise any right hereunder to terminate this Agreement as to any Postponed Parcel(s), then the Parties shall timely execute a written modification to this Agreement, which modification shall (i) appropriately modify the depictions, legal descriptions, and other identifications set forth on the attached Exhibit A to this Agreement, and (ii) reduce the Purchase Price (or, in the case of a delay in closing as to any Postponed Parcel(s), the then-outstanding portion thereof) by a sum equal to the amount of the Purchase Price allocated, on the attached Exhibit B , to the Postponed Parcel(s) so removed.

(a)      Document Review .

          (1)     Seller shall on the Effective Date commence diligent efforts (which efforts shall continue through, and be completed by, the fourteenth (14 ^th ) day after the Effective Date) to make available to Buyer, for review at reasonable times up to and including the earlier to occur of the Contingency Date or Disapproval Deadline, complete copies of such documents and materials as Seller may actually maintain, and as shall be reasonably available to Seller, from among those listed on the Exhibit G attached to and made a part of this Agreement (altogether, to the extent required of Seller to be made available, the “ Due Diligence Documents ”). Such Due Diligence Documents shall be provided to Buyer, in paper and/or electronic format, for Buyer’s review at one or more secured locations specified by Seller; if Buyer shall wish to have Buyer’s own photocopies or paper-based reproductions of Due Diligence Documents so provided, Buyer shall provide to Seller, before the Disapproval Deadline, one or more lists of Due Diligence Documents to be photocopied or reproduced, and Seller shall thereafter promptly provide to Buyer such photocopies or reproductions, subject only to Buyer’s expressed agreement to reimburse Seller for Seller’s actual and documented out-of-pocket expenses incurred in producing such photocopies and reproductions. Buyer acknowledges that Seller may or may not maintain records of every type listed on the attached Exhibit G , and thus agrees that Seller shall have no obligation whatsoever to create, begin to maintain, or deliver or make available to Buyer pursuant to this Section 4(a) any documents or materials other than those that have been or are maintained by Seller in the ordinary course of Seller’s business.

          (2)     Without in any other way modifying Seller’s obligations under Section 4(a)(1) of this Agreement, and without in any way modifying Buyer’s covenants and obligations under this Agreement (including, without limitation, Buyer’s covenants and

obligations under Section 20(a) of this Agreement) with respect to the Due Diligence Documents, Seller specifically hereby agrees, as part of Seller’s diligent efforts under Section 4(a)(1), above, as follows: that Seller, within five (5) days after the Effective Date, shall transmit to Buyer in electronic format complete copies of such documents and materials as Seller may actually maintain, and as shall be reasonably available to Seller, from among (as contemplated under item 5 of the !Exhibit G attached to and made a part of this Agreement ) “any and all written, third-party reports and data, and of any agency correspondence received by Seller within two (2) years immediately preceding the Effective Date, regarding soil conditions, ground water, wetlands, underground storage tanks, subsurface conditions and/or other environmental or physical conditions relating to the Subject Property, in Seller’s possession or control.”

(b)      Inspections and Testing . When, after the Effective Date, Buyer shall deliver to Seller a duly executed copy of a Temporary Access Agreement in the form set forth on the Exhibit H attached to and made a part of this Agreement, Buyer and Buyer’s contractors shall thereafter have the right to enter upon the Subject Property at all reasonable times between the Effective Date and the Contingency Date to perform such inspections and assessments of the Subject Property as Buyer may deem reasonably necessary to satisfy Buyer with respect to the physical condition of the Subject Property. Notwithstanding the foregoing, however, Buyer’s right to inspect and test the Subject Property under this Agreement shall be subject to the following conditions: (i) that Buyer shall notify Seller in writing at least twenty-four (24) hours before conducting any such inspections or tests; (ii) that Buyer and its agents, representatives, consultants, and employees shall, when conducting any such inspections or tests upon the Subject Property, at all times be accompanied by an employee or authorized agent of Seller (which employee or agent shall be made regularly and readily available for such purpose); (iii) that Buyer shall, promptly upon completing any inspections and tests hereunder, restore at its sole expense any part of the Subject Property altered or disturbed by such inspections and tests to the condition that existed before any such inspections or testing; (i) that Buyer shall not collect samples of materials from the Subject Property without Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed; (v) that Buyer shall keep the results and analysis of any evaluation, testing, inspection, or assessment strictly in confidence; and (vi) that each of the terms and obligations under this Section 4(b), together with all terms and obligations of any Temporary Access Agreement signed by Seller, shall expressly survive any termination of this Agreement and any Closing of the transaction contemplated by this Agreement.

          (1)     Buyer’s rights under this Section 4 shall include the right to conduct non-invasive physical inspections of, and to conduct so-called “Phase I” environmental site assessments with respect to, the Subject Property.

          (2)     Buyer’s rights under this Section 4 shall also include the right, with Seller’s written consent (which consent Seller shall not unreasonably withhold, condition, or delay), to conduct so-called “Phase II” environmental assessments (the “ Phase II Assessments ”) with respect to the Subject Property, provided, however, that such right shall in every instance be expressly subject to the following conditions: (i) that, in addition to Buyer’s employees, Buyer may engage, as its agent(s), representative(s), and consultant(s) for inspections and tests permitted under this Section 4(b), only one or more of the firms listed on the Exhibit F attached to and made a part of this Agreement (the “ Authorized Consultants ”); (ii) that Buyer and Seller

shall each designate a single employee to be responsible for coordinating Buyer’s completion of the desired Phase II Assessments; and (iii) that every contract for a desired Phase II Assessment shall expressly ( aa ) provide that Buyer alone shall be responsible for all payments and financial obligations of every kind arising under such contract and ( bb ) notify all Authorized Consultants supplying materials or labor with respect to such contract that they shall have no right to lien either Seller or the Subject Property for any obligation arising under such contract. The Parties thus agree that Seller’s refusal to consent to Buyer’s conducting a Phase II Assessment with respect to any one or more discrete parcels of the Subject Property shall necessarily not be deemed unreasonable if such refusal is based on Buyer’s failure to satisfy any of the conditions listed above.

          (3)     Before commencing a Phase II Assessment with respect to any discrete parcel of the Subject Property (a “ Proposed Phase II Assessment ”), Buyer shall submit to Seller such materials as shall fairly summarize the scope and detail of the work intended with respect to such Proposed Phase II Assessment. Seller shall review the summary materials submitted by Buyer and shall promptly either (i) deliver to Buyer written notice of Seller’s consent to the Proposed Phase II Assessment or (ii) inform Buyer of Seller’s denial of such consent, and the reasons for such denial, after which the Parties shall negotiate, promptly and in good faith, for such modifications to the Proposed Phase II Assessment as shall be a predicate to Seller’s consent to the Proposed Phase II Assessment. If, however, after the good faith negotiations contemplated under this Section 4(b)(3), Buyer wishes to conduct any Proposed Phase II Assessment pursuant to a scope of work beyond a scope mutually agreed between Buyer and Seller, then either Party shall have the right to terminate this Agreement by delivering written notice of such termination to the other Party before the Contingency Date.

          (4)     Buyer’s Phase II Assessments shall not vary materially from the scope and detail consented to by Seller under Section 4(b)(3), above, and Buyer shall provide all test results, reports, and other data generated by the Phase II Assessments to Seller promptly upon Buyer’s receiving (or, if it be the case, creating) the same. If the results of any Phase II Assessment indicate or evidence any or all of ( x ) a Release having occurred at any portion(s) of the Subject Property; ( y ) a Hazardous Condition existing at any portion(s) of the Subject Property; or ( z ) any violation of Environmental Law existing at any portion of the Subject Property (in each instance, an “ Environmental Condition ”), then the Parties shall thereafter negotiate, promptly and in good faith, during any period remaining up to and including the Contingency Date for a mutually satisfactory resolution that shall address all Environmental Conditions.

(c)      Buyer’s Due Diligence Condition . Buyer’s obligation to consummate the transaction contemplated by this Agreement shall be subject to Buyer’s finding satisfactory both its review of the Due Diligence Documents under Section 4(a) of this Agreement and its evaluations, testing, inspections, and assessments under Section 4(b) of this Agreement.

          (1)     If Buyer shall not be satisfied with either or both of (i) its review of the Due Diligence Documents under Section 4(a) of this Agreement or (ii) its evaluations, testing, inspections, and assessments under Section 4(b) of this Agreement, Buyer may, no later than 5:00 p.m. CDT on the forty-fifth (45 ^th ) day after the Effective Date (the “ Contingency

Date ”), terminate this Agreement by giving written notice (a “ Termination Notice ”) to Seller of Buyer’s election to do so. Buyer’s Termination Notice shall be accompanied by a written statement identifying the bases under Sections 4(a) and 4(b) upon which Buyer is terminating this Agreement, though it shall be expressly understood and agreed that Seller shall have no right to challenge the bases identified under Sections 4(a) and 4(b) for Buyer’s termination, as set forth in the Termination Notice.

          (2)     If a Termination Notice timely delivered by Buyer shall certify to Seller that Buyer’s election to terminate this Agreement is based upon both (i) the existence of a documented Environmental Condition, and (ii) the failure of the Parties to negotiate (as required under Section 4(b)(3) of this Agreement) a mutually satisfactory resolution that shall address all Environmental Conditions, then (A) Buyer shall promptly deliver to Seller a complete copy of the environmental engineering report(s) issued to Buyer and advising of the existence of such Environmental Conditions (“ Environmental Reports ”), and (B) Seller shall reimburse Buyer for the reasonable out-of-pocket costs that Buyer shall have actually incurred in order to perform any Phase II Assessment at those portions of the Subject Property at which the Environmental Conditions exist and to procure the Environmental Reports. The reimbursement required under (B) above shall be made within ten (10) days after Buyer delivers to Seller both the Environmental Reports and the billing statement(s) from the environmental engineer(s) that performed the pertinent Phase II Assessments and prepared the Environmental Reports. Buyer acknowledges and agrees that the Environmental Reports shall constitute a portion of the Confidential Information and shall be governed by the terms of Section 20(a) of this Agreement. The foregoing obligations of (A) and (B) shall survive any termination of this Agreement.

          (3)     Upon Seller’s receiving a Termination Notice in the form contemplated by Section 4(c)(1), the Earnest Money shall be returned to Buyer and neither Party shall have any further liability to the other hereunder (except as specifically provided in this Agreement). If Buyer fails to timely give such written notice to Seller by 5:00 p.m. CDT on the Contingency Date, Buyer shall be deemed to have fully waived and satisfied Buyer’s condition under this Section 5(c), the Additional Earnest Money shall be payable in accordance with Section 2 of this Agreement, and all Earnest Money shall then (subject only to the provisions of Section 11 of this Agreement and to the satisfaction or waiver, by Buyer, of all of Buyer’s conditions set forth in Section 15(b), below) become nonrefundable to Buyer.

(a)      Seller’s Resolution Condition. Seller’s obligation to consummate the transaction contemplated by this Agreement shall be subject to Seller’s board of directors approving, no later than 5:00 p.m. CDT on September 16, 2005, a formal resolution (the “ Resolution ”) that provides substantially as follows:

          (1)     That Seller is authorized to sell or cause to be sold the Subject Property as set forth in this Agreement, and to leaseback the Subject Property to Seller (or an affiliated entity) on substantially the terms provided in the form of Lease Agreement set forth on the Exhibit I attached to and made a part of this Agreement (the “ Form Lease ”); and

          (2)     that Seller is authorized to take or cause to be taken such action or actions and to execute and deliver or cause to be executed and delivered such instruments, certificates, and other documents, as may be appropriate to carry out the purposes and intent of the foregoing resolution, including, without limitation, the negotiation, execution, and delivery of agreements (including, without limitation, the Leases) providing for the sale and back of the Subject Property and other agreements in connection therewith, in each case containing such terms and conditions as may be appropriate.

(b)      Return of Materials and Reimbursement. If the Resolution shall not be approved by Seller’s board of directors by 5:00 p.m. CDT on September 16, 2005, then (i) this Agreement shall automatically be null and void, and hence of no further force or effect, and (ii) Seller shall reimburse Buyer for the reasonable out-of-pocket costs that Buyer shall have actually incurred from and after the Effective Date in exercising Buyer’s rights of inspection, review, and testing under Sections 4(a) and 4(b) of this Agreement. Such required reimbursement shall be made within ten (10) days after Buyer delivers to Seller all reports and materials of every kind received by Buyer in connection with Buyer’s exercising Buyer’s rights under Section 4 of this Agreement , together with written billing statement(s) from all third parties prepared such reports or materials on Buyer’s behalf. Buyer acknowledges and agrees that all such reports and materials shall constitute a portion of the Confidential Information and shall be governed by the terms of Section 20(a) of this Agreement. The foregoing obligations of this Section 5(b) shall survive any termination of this Agreement.

(a)      By Seller . Seller represents and warrants to Buyer that all of the following are true and correct on and as of the Effective Date, shall continue to be true and correct as of the Closing, and shall survive Closing and the recording of the Deeds (defined below) for a period of ninety (90) days after Closing:

          (1)     Seller is a duly organized corporation validly existing under the laws of the State of Delaware; Seller has the requisite power and authority to enter into and perform this Agreement; Seller’s Closing Documents (as defined in Section 9(a) hereof) have been or will be duly authorized by all necessary action on the part of Seller and have been or will be duly executed and delivered; execution, delivery, and performance by Seller of such documents will not conflict with or result in a violation of Seller’s organizational documents, or of any judgment, order, or decree of any court or arbiter to which Seller is a party; such documents are valid and binding obligations of Seller, and are enforceable against Seller in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, creditor’s rights, and other similar laws and subject to any consents that may be required from any third parties.

          (2)     Seller is not a “foreign person,” “foreign partnership,” “foreign trust,” or “foreign estate” as those terms are defined in Section 1445 of the Internal Revenue Code.

          (3)     There is no action, litigation, condemnation, or proceeding of any kind pending against Seller that would have a material and adverse affect on either or both of (i) the ability of Seller to perform its obligations under this Agreement, and (ii) the continuing operation of the Subject Property in the manner in which it is operated as of the date of this Agreement.

          (4)     Excepting only this Agreement, Seller is not a party to any contract, agreement, or commitment to sell, convey, assign, transfer, provide rights of first refusal, or other similar rights or otherwise dispose of any portion or portions of the Subject Property.

          (5)     To Seller’s Knowledge, the Due Diligence Documents supplied to Buyer pursuant to this Agreement are, except as expressly otherwise disclosed in writing by Seller when supplied to Buyer, complete copies of all Due Diligence Documents in Seller’s possession.

          (6)     To Seller’s Knowledge, Seller has not, except as may be disclosed by the Due Diligence Documents, received written notice of any zoning, subdivision, environmental, building code, health, or fire safety violation from any Governmental Authority.

          (7)     To Seller’s Knowledge, Seller has not, except as may be disclosed by the Due Diligence Documents, received any written notice of levy of special assessments of any nature with respect to the Subject Property or any part thereof, nor any written notice of any special assessments being contemplated with respect to the Subject Property.

          (8)     To Seller’s Knowledge, except as actually disclosed by any Due Diligence Documents or by any physical inspection of the Subject Property conducted by Buyer under Section 4 of this Agreement (including, without limitation, any so-called “Phase I” environmental site assessments and any Phase II Assessments):

                    (A)     There have been no past, and Seller has not received any written notice of any pending or threatened: (a) claims, complaints, notices, correspondence or requests for information received by Seller with respect to any violation or alleged violation of any Environmental Law or Environmental Permit or with respect to any corrective or remedial action for or cleanup of the Subject Property or any portion thereof, and (b) written correspondence, claims, complaints, notices, or requests for information from or to Seller regarding any actual, potential or alleged liability or obligation under or violation of any Environmental Law or Environmental Permit with respect to the Subject Property or any portion thereof; and

                    (B)     Seller has not received, and does not have in its possession or control, any written notice alleging or advising the existence of any PCBs or friable or damaged asbestos at the Subject Property; Seller has not removed (or required or requested the removal of) any PCBs or damaged or friable asbestos from the Subject Property; and there have never been any PCBs or damaged or friable asbestos at the Subject Property.

(b)      By Buyer .

          (1)     Buyer represents and warrants to Seller that the following are true and correct on and as of the Effective Date and shall continue to be true and correct as of the Closing: (i) Buyer is a duly organized corporation validly existing and in good standing under the laws of the State of Maryland; (ii) Buyer has the requisite power and authority to enter into this Agreement (including, without limitation, the Earnest Money Escrow Agreement attached as Exhibit C , the Temporary Access Agreement attached as Exhibit H and the Lease Agreement attached as Exhibit I ); (iii) Buyer’s Closing Documents (as defined in Section 9(b) hereof) have been or will be duly authorized by all necessary action on the part of Buyer and have been or will be duly executed and delivered; (iv) the execution, delivery and performance by Buyer of such documents will not conflict with or result in violation of Buyer’s organizational documents or any judgment, order or decree of any court or arbiter to which Buyer is a party; and (v) such documents are valid and binding obligations of Buyer, and are enforceable against Buyer in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, creditor’s rights and other similar Laws and Regulations.

          (2)     Buyer represents and warrants to Seller (i) that, to Buyer’s Knowledge, Buyer is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “ Order ”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“ OFAC ”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “ Orders ”), and (ii) that, to Buyer’s Knowledge, neither Buyer nor any beneficial owner of Buyer:

                    (A)     is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “ Lists ”);

                    (B)     is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;

                    (C)     is owned or controlled by, nor acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or

                    (D)     shall transfer or permit the transfer of any interest in Buyer or any beneficial owner in Buyer to any person or entity who is, or any of whose beneficial owners are, listed on the Lists.

Buyer further hereby covenants and agrees that if Buyer obtains knowledge that Buyer or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Buyer shall use its best efforts to immediately notify Seller in writing, and in such event, Seller shall have the

right, immediately upon delivery of written notice thereof to Buyer, to terminate this Agreement without penalty or liability to Buyer. The representations and warranties set forth in this Section 6(b) shall be deemed to be remade as of Closing and shall survive the Closing and delivery of the Deeds.

8.           Closing Date . The closing of the purchase and sale contemplated by this Agreement (the “ Closing ”) shall occur on a date agreed between Buyer and Seller, which date shall be no later than October 17, 2005 (the “ Closing Date ”), at the office of the Title Company at 171 North Clark Street in Chicago, Illinois, or at such other place as the Parties may mutually agree, unless postponed or otherwise adjusted pursuant to the terms of this Agreement. The Parties hereby agree that, in addition to Seller’s rights to postpone the Closing arising under any other Section of this Agreement (including, without limitation, Section 4 hereunder), Seller may, upon written notice delivered to Buyer not less than fifteen (15) days before the Closing Date, unilaterally elect to postpone the Closing Date to a specified date not later than November 18, 2005.

(a)      Seller’s Closing Deliveries . At Closing, Seller shall execute and deliver to Buyer, or cause to be executed and delivered to Buyer, all of the following (collectively, “ Seller’s Closing Documents ”):

          (1)      Deeds . Special Warranty Deeds conveying to Buyer all of the Subject Property, free and clear of all encumbrances claimed by, through or under Seller, except only the Permitted Encumbrances (altogether, the “ Deeds ”).

          (2)      FIRPTA Affidavit . An affidavit of non-foreign status properly containing such information as is required by IRC Section 1445(b)(2) and its regulations.

          (3)      Title-related Documents . Such affidavits of Seller or other documents as may be reasonably required by the Title Company to record the Deeds and issue the Title Policies required by this Agreement.

          (4)      Certificate . A certificate signed by an authorized agent of Seller and dated as of the Closing Date reaffirming the truth, correctness, and completeness of all of Seller’s representations and warranties under Section 6(a) of this Agreement.

          (5)      Files and Records . Copies of all Due Diligence Documents in Seller’s possession on the Closing Date.

          (6)      Resolutions . Corporate resolutions of Seller in such form as may be reasonably satisfactory to the Title Company to evidence Seller’s authority to transfer the Property.

          (7)      Gap Affidavit . If required by the Title Company, for each Seller, a “gap” affidavit executed by such Seller and in form and substance reasonably acceptable to the Title Company to permit removal (by a so-called “gap” endorsement) of the standard exception from coverage for defects, liens, encumbrances, adverse claims, or other matters, if any, created, first appearing in the public records, or attaching subsequent to the effective date of the Title Commitment but before the date Buyer acquires for value the estate covered by the Title Policy.

          (8)      Plans and Specifications . All plans and specifications related to the Subject Property, to the extent in Seller’s actual possession and or under Seller’s control on the Closing Date.

          (9)      Certificate of Occupancy . A certificate of occupancy (or comparable permit or license) with respect to each property comprising the Subject Property, to the extent in Seller’s actual possession or under Seller’s control on the Closing Date.

In addition, Seller shall at Closing cause the Title Company to deliver to Buyer the Title Policies required by this Agreement (with “extended coverage” over the standard exceptions for gap matters, municipal fees and charges, mechanics’ and materialmen’s liens, rights or claims of parties in possession, matters that would be disclosed by current surveys of the Subject Property, easements, and adverse claims), together with the following endorsements (or the substantial, local equivalent of such endorsements) relating to the Subject Property, to the extent that such endorsements are customarily available in the respective jurisdictions in which the Subject Property is located (altogether, the “ Endorsements ”): (i) an ALTA 9 (owner’s) restrictions, encroachments, and minerals endorsement; (ii) an ALTA zoning 3.1 endorsement (with parking); (iii) an endorsement assuring that the property insured by the Title Policies is the same as the property described in the Surveys; (iv) an access endorsement; (v) a tax parcel endorsement; (vi) a contiguity endorsement (if applicable); (vii) a subdivision or plat act endorsement; and (viii) a utility facilities endorsement.

Seller acknowledges that Buyer shall itself secure issuance of any so-called “Fairway” and “successor owner” endorsements that Buyer may desire with respect to the Subject Property. Accordingly, to the extent that Seller may do so without incurring any material cost, expense, risk of claim, or liability, Seller shall reasonably cooperate with Buyer’s efforts to secure such endorsements.

(b)      Failure to Secure Endorsements.

          (1)     If, despite Seller’s reasonable efforts, Seller shall, as of the date that is two (2) days before the original Closing Date, be unsuccessful in efforts to secure issuance of any requisite Endorsement(s) with respect to any one or more of the discrete parcels comprising the Subject Property (in each instance, a “ Title Defective Parcel ,” and collectively the “ Title Defective Parcels ”), then Seller shall:

(i) As to all of the Subject Property other than the Title Defective Parcel(s), complete Closing, on such Closing Date, as required under this Agreement; and

(ii) As to the Title Defective Parcel(s), deliver to Buyer, not less than two (2) nor more than four (4) days before such Closing Date, a written notice (a “ Title Defective Notice ”) of Seller’s election (in Seller’s sole discretion): ( w ) to postpone the Closing Date as to one or more identified Title Defective Parcel(s) to a Postponed Closing Date not later than November 18, 2005; and/or ( x ) to remove one or more identified Title Defective Parcel(s) from the Subject Property under this Agreement (individually an “ Eliminated Defective Parcel ” and collectively the “ Eliminated Defective Parcels ”).

Seller shall deliver a Title Defective Notice with respect to every Title Defective Parcel, and in its Title Defective Notice shall elect either of ( w ) or ( x ), above., with respect to each Title Defective Parcel.

          (2)     As to the Eliminated Defective Parcel(s), Buyer may elect, by delivering written notice (a “ Defective Parcel Waiver Notice ”) of such election to Seller within three (3) days after Seller’s delivery of the Title Defective Parcel Notice, to consummate Buyer’s acquisition, pursuant to the terms of this Agreement, of any one or more Title Defective Parcels, which Eliminated Defective Parcel(s) to be so acquired (individually a “ Restored Defective Parcel ” and collectively the “ Restored Defective Parcels ”) shall be specifically identified by Buyer in the Defective Parcel Waiver Notice. (If Buyer’s Defective Parcel Waiver Notice shall not state Buyer’s election to consummate Buyer’s acquisition of all Eliminated Defective Parcels, then Seller’s election under ( x ), above, shall continue to apply to those of the Eliminated Defective Parcels not specified by as Restored Defective Parcels, whereupon neither Party shall have any further obligations hereunder with respect to such Eliminated Defective Parcel(s) not so specified as Restored Defective Parcels, save only for such obligation and liabilities as may expressly survive the termination of this Agreement.) The transfer of the Restored Defective Parcel(s) shall be closed on the Postponed Closing Date—or, if Seller shall not have identified a Postponed Closing Date in its Defective Parcel Waiver Notice, on a date mutually agreed between Buyer and Seller, which date shall be no later than November 18, 2005—without any reduction in the aggregate Purchase Price allocated (as specified on the attached Exhibit B ) to the Restored Defective Parcel(s), according to the terms of Section 9 of this Agreement. Buyer shall then take all Restored Defective Parcels without the requisite Endorsement(s), the lack of which Endorsement(s) shall be considered additional Permitted Exceptions for which Seller shall have neither any further obligation whatsoever nor any liability whatsoever for any loss, damage, or diminution in value with respect to the Subject Property.

          (3)     As to all Title Defective Parcel(s) other than the Restored Defective Parcel(s) and the Eliminated Defective Parcel(s), Seller shall, between delivery of the Title Defective Notice and the Postponed Closing Date, make reasonable and diligent efforts to cause the Title Company to issue all requisite Endorsements affecting the identified Title Defective Parcel(s), and Seller and Buyer shall, on the Postponed Closing Date, immediately complete closing, according to the terms of Section 9 of this Agreement, on all of the Title Defective Parcel(s) as to which the requisite Endorsement(s) have been secured. If Seller shall not, despite its reasonable and diligent efforts, cause the Title Company, by the Postponed Closing Date, to issue the requisite Endorsement(s) as to the Title Defective Parcel(s), then Seller may elect, in Seller’s sole discretion and on written notice to Buyer (a “ Final Defective Notice ”)

delivered on the Postponed Closing Date, either ( y ) to remove from the Subject Property under this Agreement such Title Defective Parcel(s) as shall remain without the requisite Endorsement(s) on the Postponed Closing Date, or ( z ) to not remove from the Subject Property under this Agreement such Title Defective Parcel(s) as shall then remain without the requisite Endorsement(s). Buyer shall have three (3) days after delivery of the Final Defective Notice to elect, at its option, and as its sole remedy hereunder, either ( aa ) to terminate this Agreement as to any Title Defective Parcel(s) as then still lack the requisite Endorsement(s), whereupon neither Party shall have any further obligations hereunder with respect to such Title Defective Parcel(s), save only for such obligation and liabilities as may expressly survive the termination of this Agreement, or ( bb ) to waive the requirement that Seller cause the Title Company to issue the requisite Endorsement(s) as to any Title Defective Parcel(s), and, no later than November 30, 2005, to complete Closing on such Title Defective Parcel(s) without any reduction in the aggregate Purchase Price allocated (as specified in the attached Exhibit B ) to those Title Defective Parcel(s); provided that, if Buyer shall not, within the pertinent three (3) day notice period, provide Seller with written notice of Buyer’s electing one of the listed options with respect to each of the Title Defective Parcels as shall yet remain without the requisite Endorsement(s), then Buyer shall irrevocably be deemed to have agreed to accept title to the pertinent Title Defective Parcel(s) without the requisite Endorsement(s) and shall complete closing on all such Title Defective Parcels no later than November 30, 2005 without any reduction in the aggregate Purchase Price allocated (as specified in the attached Exhibit B ) to the Title Defective Parcel(s), the lack of such Endorsement(s) being considered additional Permitted Exceptions for which Seller shall have neither any further obligation whatsoever nor any liability whatsoever for any loss, damage, or diminution in value with respect to the Subject Property.

          (4)     If Seller shall at any time exercise any right under this Agreement to remove any Title Defective Parcel(s) from the Subject Property under this Agreement (and Buyer does not timely elect to instead proceed to acquire such Title Defective Parcel(s) notwithstanding the lack of the requisite Endorsement(s)), or if Buyer shall at any time exercise any right hereunder to terminate this Agreement as to any Title Defective Parcel(s), then the Parties shall timely execute a written modification to this Agreement, which modification shall (i) appropriately modify the depictions, legal descriptions, and other identifications set forth on the attached Exhibit A to this Agreement, and (ii) reduce the Purchase Price (or, in the case of a delay in closing as to any Title Defective Parcel(s), the then-outstanding portion thereof) by a sum equal to the amount of the Purchase Price allocated, on the attached Exhibit B , to the Title Defective Parcel(s) so removed.

(c)      Buyer’s Closing Deliveries . At Closing, Buyer will execute and deliver to Seller, or cause to be executed and delivered to Seller, all of the following (collectively, “ Buyer’s Closing Documents ”):

          (1)      Purchase Price . The Purchase Price, less the Earnest Money and Additional Earnest Money, plus or minus prorations and other adjustments, if any, by wire transfer of immediately available funds.

          (2)      Title Documents . Such affidavits of Buyer or other documents as may be reasonably required by the Title Company in order to record the Deeds and issue the Title Policies (with Endorsements) required by this Agreement.

          (3)      Certificate . A certificate signed by an authorized agent of Buyer and dated as of the Closing Date reaffirming the truth, correctness, and completeness of all Buyer’s representations and warranties under Sections 6(b) of this Agreement.

(d)      Joint Closing Deliveries. At Closing, Seller and Buyer shall jointly execute and deliver the following:

          (1)      Closing Statement . A closing and proration statement, prepared by Seller and reasonably acceptable to Buyer, evidencing the Purchase Price, all payments with respect to Financial Disapproved Matters under Section 3 of this Agreement, all prorations described in Section 10 of this Agreement, and any other items customarily set down in such a statement.

          (2)      Real Estate Transfer Returns . Properly completed copies of any real estate transfer return, gains tax form, or other documentation required by any state in which the Subject Property shall be located as a condition to transfer of the Subject Property or recording of any Deeds.

          (3)      Leases . Lease agreements for the Subject Property in substantially the form and substance of the Form Lease (the “ Leases ”). (Seller has advised Buyer that either the Related Entity that shall convey one or more discrete parcel(s) of the Subject Property pursuant to this Agreement or another Related Entity directly or indirectly wholly owned by Seller shall, under the Leases, be the identified Tenant entity that shall lease such one or more discrete parcel(s) back from Buyer pursuant to the Leases.)

          (4)      Environmental Documents . Environmental transfer documents required by any state in which the Subject Property shall be located as a condition to transfer of the Subject Property or recording of any Deeds.

          (5)      Miscellaneous . Such other documents, instruments, and affidavits as shall be reasonably necessary to consummate the transaction contemplated by this Agreement (including, without limitation, a written assignment conveying to Buyer all of Seller’s right, title, and interest in and to any contract or license concerning the Subject Property that may freely be transferred without the consent or approval of any third party).

(e)      Escrow Closing . This transaction shall be closed through a so-called “New York-style” escrow closing with the escrow department of the Title Company in accordance with the general provisions of the Title Company’s usual form of deed and money escrow agreement (modified, as appropriate, to accommodate a “New York-style” closing), and with such special provisions inserted in the escrow agreement as may be required to conform to this Agreement, and subject to the terms of a separate money lender’s escrow, if any. The attorneys for both Seller and Buyer are authorized to sign the escrow agreement. Upon the

creation of such escrow, payment of the Purchase Price and delivery of the Deeds shall be made through the escrow. The cost of the escrow shall be divided equally between Seller and Buyer, but Buyer shall be responsible for any costs associated with a separate money lender’s escrow. This Agreement shall not be merged into nor in any manner superseded by the escrow agreement.

10.     Costs and Prorations . The Parties shall pay, adjust, and apportion all expenses with respect to the Subject Property as follows:

(a)      Adjustments and Prorations .

          (1)      Real Estate Taxes and Special Assessments . All accrued general real estate and ad valorem taxes for the year of Closing applicable to the Subject Property shall be prorated on an accrual basis, using actual final tax bills, if available prior to Closing. If such bills are not available, then such taxes shall be prorated on the basis of the most currently available tax bills for the Subject Property and promptly re-prorated upon the issuance of final bills therefor, and any amounts due from any Party to the other shall be paid in cash at that time. Prior to or at Closing, Seller shall pay or have paid all general real estate and ad valorem tax bills that are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Buyer and the Title Company. Special assessments that are pending, certified, or become a lien against the Subject Property prior to Closing shall be apportioned at the Closing under a “due date” method of proration, with Seller paying all installments initially due at or prior to Closing and Buyer paying all installments initially due after the Closing. Such other items that are customarily prorated in transactions of this nature shall be ratably prorated. The amount of such prorations shall be adjusted in cash after Closing, as and when complete and accurate information becomes available, though in no event more than two (2) years after the Closing Date. Seller and Buyer agree to cooperate and use their good faith efforts to make such adjustments no later than thirty (30) days after final bills therefore are available. All of Seller’s and Buyer’s respective rights and obligations under this Section 10(a) shall survive Closing and delivery of the Deeds.

          (2)      Utility Charges/Operation Expenses . Seller shall pay all utility charges and other operating expenses attributable to the Subject Property up to and including the Closing Date, and Buyer shall pay all utility charges and other operating expenses attributable to the Property after the Closing Date.

          (3)      Rent. The tenant(s) under the Leases shall prepay all rent due under the Leases for the month in which Closing shall occur.

Except only as expressly provided otherwise in this Agreement, all prorations provided for herein shall be final.

For purposes of calculating prorations, Seller shall be deemed to be in title to the Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, up to 11:59:59 p.m. on the day immediately preceding the Closing Date (or Postponed Closing Date, as the case may be), and Buyer to be in title to the Property thereafter. All prorations shall be made on the basis of the actual number of days of the year and month that have elapsed as of

the Closing Date (or Postponed Closing Date, as the case may be). Except as otherwise stated above, the amount of prorations shall, if necessary, be adjusted in cash after Closing, as and when complete and accurate information becomes available, though in no event more than two (2) years after Closing.

(b)      Closing Costs .

          (1)      Title Insurance and Surveys . Seller shall pay the cost of the Title Policies required under this Agreement. Buyer shall pay the cost of the Endorsements to the Title Policies, all costs of any title insurance policies insuring the interests of Buyer’s lender (if any), and the cost of the Surveys.

          (2)      Closing Fee . Seller and Buyer will each pay one-half of any reasonable and customary closing fee charged by the Title Company (including, without limitation, any reasonable and customary fee for an escrow closing under Section 9(d) of this Agreement).

          (3)      Transfer Tax . With respect to any real estate transfer fee, transfer tax, or other fee charged by any pertinent Governmental Authority as an incident to transfer of title in the Subject Property (in each instance, a “ Transfer Tax ”), the Parties agree as follows: (i) that Seller shall pay any Transfer Tax owing with respect to transfer of title in any Subject Property located in the States of Georgia, Illinois, Iowa, Michigan, Nebraska, North Carolina, Ohio, South Carolina, and Wisconsin; (ii) that Buyer shall pay any Transfer Tax owing with respect to transfer of title in Subject Property located in the States of Alabama and Tennessee; and (iii) that Buyer and Seller shall each pay one-half of any Transfer Tax owing with respect to transfer of title in any Subject Property located in the States of Indiana, Louisiana, New Hampshire, Oregon, Pennsylvania, and Texas, and in the Province of Ontario.

          (4)      Recording Costs . Seller shall pay the recording fees owing to record any documents, other than the Deeds, necessary to secure issuance of the Title Policies in the form required by this Agreement. Buyer shall pay recording fees owing to record the Deeds.

          (5)      Attorney’s Fees . Each Party shall pay its own attorneys fees.

          (6)      Other Costs . All other costs shall be allocated in accordance with the customs prevailing in similar transactions in the area of the Subject Property.

(c)      Tax Actions. Buyer acknowledges that, after Closing, Seller may, in its sole discretion, and at its sole expense, continue, conclude, or settle (i) the protest of ad valorem taxes on the Property filed or commenced before the Effective Date and (ii) the pursuit of any ad valorem tax benefits, discounts, or relief filed or commenced before the Effective Date (together, the “ Tax Actions ”), and that Buyer shall make reasonable efforts to cooperate with Seller’s efforts to so continue, conclude, or settle any Tax Actions. Seller shall keep Buyer apprised of the status of all such Tax Actions. Seller acknowledges that between the Effective Date and the Closing Date, Seller shall not commence any new protest of ad valorem taxes on the Property without Buyer’s written consent in advance of such commencement. If, after Closing, Buyer

shall continue any Tax Actions commenced before the Effective Date, the Parties agree that they shall, upon completion of such Tax Actions, prorate (as specified under Section 10(a)), an amount equal to (i) the award or refund from the Tax Actions less (ii) the sum of Seller’s and Buyer’s fees and costs, including attorney’s fees, incurred in connection with the Tax Actions. The provisions of this Section 10(c) shall survive the Closing.

11.     Default .

(a)     If Buyer defaults in its obligation to consummate this Agreement, Seller shall be entitled, at Seller’s sole election, to one of the following remedies: (i) to terminate this Agreement and assert a claim for damages for Seller’s actual, out-of-pocket costs and expenses incurred in connection with this Agreement and for Seller’s other actual damages suffered or incurred as a direct result of Buyer’s default hereunder; which claim shall not exceed a limit equal to the amount of the Earnest Money; or (ii) to pursue an action for specific performance on this Agreement.

(b)     If Seller defaults in its obligation to consummate this Agreement, Buyer shall be entitled, as Buyer’s sole remedy for such default, at Buyer’s sole election, to one of the following remedies: (i) to terminate this Agreement, receive the return of the Earnest Money (together with any interest earned thereon), and assert a claim for damages for Buyer’s actual, out-of-pocket costs and expenses incurred in connection with this Agreement and for Buyer’s other actual damages suffered or incurred as a direct result of Seller’s default hereunder, which claim shall not exceed a limit equal to the amount of the Earnest Money; or (ii) to receive the return of the Earnest Money and file an action for specific performance of this Agreement.

12.     Casualty and Condemnation .

(a)      Election. If, between the Effective Date and the Closing Date, the Subject Property shall be subject to a Casualty or a Taking, Seller shall notify Buyer of such Casualty or Taking within two (2) days of its occurrence, and further shall, on or before the earlier to occur of (i) the Closing Date or (ii) ten (10) days after providing Buyer notice of such Casualty or Taking, deliver to Buyer a written notice of Seller’s intention, at its sole discretion, either:

          (1)     to settle the adjustment of such Casualty or Taking before the Closing Date, and thereafter, at Closing, to deliver to Buyer (i) all Casualty or Condemnation Proceeds (together with a credit against the Purchase Price for the amount of Seller’s deductible amount on the policy that insures a pertinent Casualty) and (ii) a cash payment equal to the Estimated Reduction Amount;

          (2)     to consummate the transaction contemplated by this Agreement without settling the adjustment of such Casualty or Taking before the Closing Date, in which event Buyer shall receive a closing credit against the Purchase Price in an amount equal to the cost of restoring the Subject Property, as mutually agreed between Buyer and Seller, acting reasonably; or

          (3)     to specify for removal from the transaction contemplated by this Agreement any Affected Property, and thereafter to close on the remainder of the Subject Property according to the terms of this Agreement.

If Seller shall elect to settle the adjustment of a Casualty or Taking before the Closing Date, Closing may be postponed by Seller for not more than sixty (60) days, but in no event later than December 30, 2005, to allow for such settlement. If Seller shall elect to remove from the Subject Property any Affected Property, conveying the remaining Subject Property as required under this Agreement, then the Parties shall at Closing execute a written modification to this Agreement, which modification shall (i) appropriately modify the depictions, legal descriptions, and other identifications set forth on the attached Exhibit A to this Agreement, and (ii) reduce the Purchase Price by a sum equal to the amount of the Purchase Price allocated, on the attached Exhibit B , to the Affected Property so removed.

(b)      Definitions .

          (1)     “ Affected Property ” shall mean any parcel comprising the Subject Property at which or to which any Casualty or Taking occurs prior to Closing.

          (2)     “ Casualty ” shall mean the occurrence of any Material damage or Material destruction to, or the suffering of any Material casualty by, any discrete parcel(s) of the Subject Property.

          (3)     “ Casualty or Condemnation Proceeds ” shall mean, with respect to a Taking or a Casualty, the amount of any insurance proceeds, condemnation awards or other proceeds or awards resulting from such Casualty or Condemnation which Seller receives or to which Seller is entitled.

          (4)     “ Estimated Reduction Amount ” shall mean, with respect to a Casualty or Taking, the difference between (i) the Casualty or Condemnation Proceeds and (ii) if greater than the Casualty or Condemnation Proceeds, (A) in the event of a Casualty, the cost of making all restorations and repairs to the Subject Property necessary to restore or repair, to the extent reasonably practical, the Subject Property to the same condition as existed immediately before such Casualty, including the amount of any actual damage or loss suffered by the Subject Property or its owner in connection with such Casualty, restoration, or repair, or (B) in the event of a Taking, the loss in value to the Subject Property plus actual damage suffered by the Subject Property or its owner in connection with such Taking (including, without limitation, the costs of any restorations and repairs required to restore and repair the Property, to the extent reasonably practical, to the same condition and utility as existed before such Taking)—in either instance (whether (A) or (B)), as such cost (or loss in value, as the case may be) may be reasonably estimated by a certified appraiser selected by Seller and reasonably acceptable to Buyer.

          (5)     “ Material ” shall mean, as to a given Affected Property, having a cost to repair or replace that exceeds five percent (5.0%) of the portion of the Purchase Price allocated to such Affected Property, or having incurred such damage, destruction, condemnation, or eminent domain as shall preclude an Affected Property’s being restored to a condition (i) that

would be, when restored, substantially comparable to the condition that existed on the Effective Date and (ii) that would comply, when restored, with all then-applicable Laws and Regulations.

          (6)     “ Taking ” shall mean the occurrence of any Material taking (or pending or threatened taking which has not been consummated) by eminent domain or condemnation by any public authority or by any similar proceeding of any Affected Property.

(c)      Lease Agreements . If Buyer is required, under the foregoing provisions, to consummate its acquisition of an Affected Property, the Seller shall cause the Lease(s) for such Affected Property(ies) to be executed and delivered to Buyer at Closing and there shall be no abatement whatsoever of any Rent (as defined in the Form Lease) due under such Lease(s).

13.     Broker’s Commission . Seller represents and warrants to Buyer that, in connection with the transaction contemplated by this Agreement, no third party broker or finder has been engaged or consulted by Seller or is entitled to compensation or commission in connection herewith other than CB Richard Ellis, Inc. (“ Broker ”), and that Seller shall pay the Broker’s commission at Closing. Seller shall defend, indemnify, and hold harmless Buyer from and against any and all claims of any broker, finder, or third party other than Broker claiming any right to commission or compensation by or through acts of Seller in connection herewith. Buyer represents and warrants to Seller that, in connection with the transaction contemplated by this Agreement, no third party broker or finder (other than Broker) has been engaged or consulted by Buyer or is entitled to compensation or commission in connection herewith. Buyer shall thus defend, indemnify, and hold harmless Seller from and against any and all claims of any broker, finder, or third party other than Broker claiming any right to commission or compensation by or through acts of Buyer in connection herewith.

14.     Indemnification .

(a)      Seller’s Indemnity .

          (1)     For the period specified hereunder, Seller shall indemnify and hold Buyer, its officers, directors, employees, agents, advisors, representatives, and affiliates (collectively “ Buyer Indemnitees ”) harmless from and against, and shall defend promptly the Buyer Indemnitees from and reimburse the Buyer Indemnitees for, any and all losses, actual damages, costs, expenses, liabilities, obligations, and claims of any kind (including, without limitation, reasonable attorneys’ fees and other costs and expenses) (collectively, “ Damages ”), but expressly excluding any incidental or consequential damages of any kind, that the Buyer Indemnitees may at any time suffer or incur, or become subject to, as a result or arising out of or in connection with:

                    (A)      For a period of ninety (90) days after Closing — any misrepresentation, breach, or inaccuracy (whether on the Effective Date or on the Closing Date) of any of the representations and warranties made by Seller in or pursuant to this Agreement, other than any such misrepresentation, breach, or inaccuracy (or any fact or circumstance the existence of which would constitute such a misrepresentation, breach, or inaccuracy) of which Buyer shall become aware between the Effective Date and the Closing Date, as to which

misrepresentation, breach, or inaccuracy Buyer shall be deemed to have fully waived all claims; and

                    (B)      For a period of two (2) years after Closing —any failure by Seller to carry out, perform, satisfy, and discharge any of its covenants, agreements, undertakings, liabilities, or obligations under this Agreement (other than those listed in Section 14(a)(1)(A), as to which the period of ninety (90) days there specified shall limit Seller’s indemnity), or under any of the documents (other than any Leases) delivered by Seller pursuant to this Agreement.

          (2)     Buyer shall as soon as reasonably practicable notify Seller of any claim, demand, action, or proceeding for which indemnification will be sought under this Section 14(a) of this Agreement; provided that failure to give such notice shall not release the Seller of its indemnification obligations under this Agreement except to the extent that such failure shall result in a failure of actual notice to the Seller and the Seller shall be materially damaged as a direct result of such failure to give notice. If such claim, demand, action, or proceeding is a third party claim, demand, action, or proceeding, Seller shall have the right at its expense to assume the defense thereof using counsel reasonably acceptable to Buyer, and Buyer shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action, or proceeding. The assumption of such defense by the Seller shall not constitute an admission that such third party claim demand, action, or proceeding is indemnifiable pursuant to this Section 14(a). If Buyer shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Seller might be expected to affect adversely the Buyer’s tax liability or the ability of the Buyer to conduct its business, or that the Buyer may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Seller in respect of such claim or any litigation relating thereto, Buyer shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim, at the sole cost of the Seller, provided that if the Buyer does so take over and assume control, the Buyer shall not settle such claim or litigation without the written consent of the Seller, such consent not to be unreasonably withheld. If Seller has the right to assume the defense of a claim and chooses not to do so, or if Seller does not have the right to assume the defense of a claim, Seller may participate in the contest and defense of such claim at its sole cost and expense, but Buyer Indemnitees shall have full authority to determine all actions with respect thereto, subject to the necessity of obtaining the other parties’ consent with respect to any settlements.

          (3)     Each Party defending a claim shall keep the other Party informed of the progress of the claim, including complying with all reasonable requests for copies of documents related to the claim under this Section 14(a) and the opportunity, from time to time, to consult with counsel defending such claim. In connection with any such third party claim, demand, action, or proceeding, the Parties shall cooperate with each other and provide each other with access to relevant books and records in their possession.

          (4)     Except with the prior written consent of the Buyer, the Seller, in the defense of any such claim or litigation, shall not consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Buyer or

the Subject Property, or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to the Buyer Indemnitees of a release from all liability with respect to such claim or litigation.

          (5)     Notwithstanding any other provision of this Agreement, Seller’s total liability under Section 14(a)(1)(A), above, for any misrepresentation, breach, or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement shall not in any event exceed, in the aggregate, the sum of Five Million and No/100 United States Dollars (USD 5,000,000.00).

(b)      Buyer’s Indemnity .

          (1)     For a period of two (2) years following the Closing Date, Buyer shall indemnify and hold Seller, its officers, directors, employees, agents, advisors, representatives, and affiliates (collectively “ Seller Indemnitees ”) harmless from and against, and shall defend promptly the Seller Indemnitees from and reimburse the Seller Indemnitees for, any Damages that the Seller Indemnitees may at any time suffer or incur, or become subject to, as a result or arising out of or in connection with:

                    (A)     Any misrepresentation, breach or inaccuracy (whether on the Effective Date or on the Closing Date) of any of the representations and warranties made by Buyer in or pursuant to this Agreement;

                    (B)     Any failure by Buyer to carry out, perform, satisfy, and discharge any of its or their covenants, agreements, undertakings, liabilities, or obligations under this Agreement (including, without limitation, the Earnest Money Escrow Agreement attached as Exhibit C , the Temporary Access Agreement attached as Exhibit H and the Lease Agreement attached as Exhibit I ) or under any of the documents (other than any Leases) delivered by Buyer pursuant to this Agreement; or

                    (C)     Buyer’s activities (including, without limitation, the activities of Buyer’s contractors, agents, employees, and assignees) under Section 4 of this Agreement.

          (2)     Seller shall as soon as reasonably practicable notify Buyer of any claim, demand, action, or proceeding for which indemnification will be sought under this Section 14(b) of this Agreement; provided that failure to give such notice shall not release the Buyer of its indemnification obligations under this Agreement except to the extent that such failure shall result in a failure of actual notice to the Buyer and the Buyer shall be materially damaged as a direct result of such failure to give notice. If such claim, demand, action, or proceeding is a third party claim, demand, action, or proceeding, Buyer shall have the right at its expense to assume the defense thereof using counsel reasonably acceptable to Seller, and Seller shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action, or proceeding. The assumption of said defense by the Buyer shall not constitute an admission that such third party claim demand, action, or proceeding is indemnifiable pursuant to this Section 14(b). If Seller shall in good faith determine that the conduct of the defense of any claim subject

to indemnification hereunder or any proposed settlement of any such claim by the Buyer might be expected to affect adversely the Seller’s tax liability or the ability of the Seller to conduct its business, or that the Seller may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Buyer in respect of such claim or any litigation relating thereto, the Seller shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Buyer provided that if the Seller does so take over and assume control, the Seller shall not settle such claim or litigation without the written consent of the Buyer, such consent not to be unreasonably withheld. If Buyer has the right to assume the defense of a claim and chooses not to do so, or if Buyer does not have the right to assume the defense of a claim, Buyer may participate in the contest and defense of such claim at its sole cost and expense, but Seller Indemnitees shall have full authority to determine all actions with respect thereto, subject to the necessity of obtaining the other Party’s consent with respect to any settlements.

          (3)     Each Party defending a claim under this Section 14(b) shall keep the other Party informed of the progress of the claim, including complying with all reasonable requests for copies of documents related to the claim and the opportunity, from time to time, to consult with counsel defending the claim. In connection with any such third party claim, demand, action, or proceeding, the Parties shall cooperate with each other and provide each other with access to relevant books and records in their possession.

          (4)     Except with the prior written consent of the Seller, the Buyer, in the defense of any such claim or litigation, shall not consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Seller or the Subject Property, or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to the Seller Indemnitees of a release from all liability with respect to such claim or litigation.

(c)      Survival . This Section 14 shall survive the termination of this Agreement or the Closing of the transaction contemplated by this Agreement.

(d)      Lease Agreements . The provisions of this Section 14 shall not be applicable to the Lease Agreements and any obligations imposed thereunder.

15.     Conditions Precedent to Closing .

(a)      Seller’s Conditions . The obligation of Seller to sell and convey the Subject Property under this Agreement is subject to the satisfaction of each and every one of the following conditions precedent or conditions concurrent, the satisfaction of which may be waived only in writing by Seller:

          (1)     Buyer shall have delivered the Buyer’s Closing Documents required under Section 9 of this Agreement;

          (2)     Buyer shall have performed all of Buyer’s covenants and obligations under this Agreement with respect to Closing;

          (3)     Buyer’s warranties and representations set forth herein shall be true and correct as of the Closing Date;

          (4)     Seller’s Board of Directors shall, no later than September 16, 2005, have approved in all respects, as provided under Section 5 of this Agreement, Seller’s consummation of the transaction contemplated by this Agreement;

          (5)     At no time between the Effective Date and the Closing Date shall any of the following have been done by or against or with respect to Buyer: (i) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (ii) the appointment of a trustee or receiver of any property interest; or (iii) an assignment for the benefit of creditors; and

          (6)     Buyer, after having received from Seller, not less than five (5) days before the Closing Date, written notice of Buyer’s default in any of its covenants or obligations under this Agreement, shall not have failed to cure such default.

Buyer hereby covenants that Buyer shall exercise all reasonable and diligent efforts to cause the conditions set forth in this Section 15(a) to be fully satisfied by the Closing Date.

(b)      Buyer’s Conditions . The obligation of Buyer to purchase and accept the Property under this Agreement is subject to the satisfaction of each and every one of the following conditions precedent or conditions concurrent, the satisfaction of which may be waived only in writing by the Buyer:

          (1)     Seller shall have delivered the Seller’s Closing Documents required under Section 9 of this Agreement;

          (2)     Seller shall have performed all of Seller’s covenants and obligations under this Agreement with respect to Closing;

          (3)     Seller’s warranties and representations set forth herein shall be true and correct as of the Closing Date;

          (4)     That at no time between the Effective Date and the Closing Date shall any of the following have been done by or against or with respect to Seller: (1) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (ii) the appointment of a trustee or receiver of any property interest; or (iii) an assignment for the benefit of creditors;

          (5)     Seller, after having received from Buyer, not less than five (5) days before the Closing Date, written notice of Seller’s default in any of its covenants or obligations under this Agreement, shall not have failed to cure such default; and

          (6)     The Subject Property shall be in substantially the same condition as on the Effective Date, subject only to any Casualty, any Taking, and any other event(s) that shall not (in the aggregate, if more than one) have resulted in a Material Adverse Change.

Seller hereby covenants that Seller shall exercise all reasonable and diligent efforts to cause the conditions set forth in this Section 15(b) to be fully satisfied by the Closing Date.

The conditions set forth in this Section 15(b) shall not be deemed unsatisfied by Seller’s failure to cause the Title Company to deliver any one or more of the Title Policies at Closing, provided that Seller shall cause to be delivered at Closing an insured written commitment (also known as a “marked-up” title commitment) to issue all such Title Policies.

(c)      Waiver . Either Party may at any time or times, at its election, waive any of the conditions to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by such party. No such waiver shall reduce the rights or remedies of a Party by reason of any breach by the other Party (but if a condition is waived, the Party waiving the same may not rescind this Agreement on the basis of the failure of such waived condition). If for any reason any item required to be delivered to a Party by the other Party shall not be delivered when required, then such other Party shall—except as expressly otherwise provided under this Agreement—nevertheless remain obligated to deliver the same to the first Party.

16.     Assignment .

(a)      Generally . The terms, conditions and covenants of this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective nominees, successors, beneficiaries and assigns. Except as expressly provided below, Buyer may not assign its rights under this Agreement without the prior written consent of Seller, which consent may be withheld, conditioned, or delayed in Seller’s sole discretion. In the event of a permitted assignment of this Agreement by Buyer, Buyer’s permitted assignee shall be deemed to be the Buyer hereunder for all purposes hereof, and shall have all rights of Buyer hereunder, though the assignor shall not be released from any liabilities or obligations arising out of this Agreement

(b)      Expressly Permitted and Prohibited Assignments .

          (1)      Assignments Expressly Permitted. Provided that any such assignment shall be in a duly executed written instrument that shall contain (i) the permitted assignee’s expressed covenant to assume all of Buyer’s covenants and obligations as to all payment and performance arising under this Agreement, and (ii) Buyer’s expressed covenant to remain liable for any permitted assignee’s failure to duly perform any covenant or obligation as to payment and performance arising under this Agreement, Buyer may (subject to the preemptive limitations set forth in Section 16(a)(2), below), before any Closing hereunder, assign its rights under this Agreement, without Seller’s prior written consent, to any of the following: (A) any third party intermediary in connection with a tax-deferred exchange, for a First Industrial Affiliate, pursuant to Section 1031 of the Internal Revenue Code ; (B) First Industrial Realty Trust, Inc., a Maryland corporation (“ First Industrial ”), or to any corporate or partnership entity

affiliated with, or related to, First Industrial (any such entity, a “ First Industrial Affiliate ”); or (C) any corporate, partnership, or limited liability entity in which First Industrial or an Affiliate is a partner, co-venturer, shareholder, or member (any such entity, a “ First Industrial Venture Partner ”). No such assignee shall accrue any obligations or liabilities hereunder until the effective date of such assignment, which effective date shall in every instance be before the date of any Closing hereunder. In the event of any such permitted assignment of this Agreement by Buyer, Buyer’s assignee shall be deemed to be the Buyer hereunder for all purposes hereof, and shall have all rights of Buyer hereunder (including, but not limited to, the right of further assignment), provided that any further assignee(s) of Buyer’s assignee(s) shall, notwithstanding any assignment permitted under this Section 16, at all times be jointly and severally liable with Buyer for payment and performance of all covenants and obligations arising under this Agreement. If a First Industrial Affiliate or First Industrial Venture Partner shall be an assignee under this Section 16, that assignee shall have the benefit of all of the representations, warranties and rights which, by the terms of this Agreement, are incorporated herein or relate to the conveyance in question, including, without limitation, all guaranties and indemnities granted to Buyer hereunder or in connection herewith to any trust, corporation, partnership, or limited liability company controlling, controlled by, or under common control with Buyer.

          (2)      Assignments Unconditionally Prohibited. Without regard to an entity’s otherwise being a permitted assignee under Section 16(b)(1), above, no assignment shall be permitted in any instance to any of the following (in each instance, a “ Prohibited Assignee ”): ( x ) any entity listed on Appendix C to the Form Lease, ( y ) any entity controlled by, in common control with, or controlling any entity listed on Appendix C to the Form Lease, or ( z ) any successor or assign of any of the foregoing.

(c)      Transfer to Designee . In addition to its right of assignment, Buyer shall also have the right, exercisable before Closing, to designate any permitted assignee under this Section 16 as the grantee or transferee of any or all of the conveyances, transfers, and assignments to be made by Seller at Closing hereunder, independent of, or in addition to, any assignment of this Agreement. If a permitted assignee shall be designated as a transferee hereunder, that transferee shall have the benefit of all of the representations and rights which, by the terms of this Agreement, are incorporated in or relate to the conveyance in question.

(d)      Notice of Assignment or Transfer . Notwithstanding anything to the contrary contained herein, Buyer shall deliver to Seller written notice of any assignment or transfer at least five (5) days before the effective date of such assignment or transfer.

17.     Notices . Any notice or other communication in connection with this Agreement shall be in writing and shall be sent by United States Certified Mail, return receipt requested, postage prepaid, by UPS Next Day Air ^® (or by other nationally recognized overnight courier service guarantying next business day delivery), by telecopy, or by personal delivery, properly addressed as follows:

All notices shall be deemed given three (3) days following deposit in the United States mail with respect to certified or registered letters, one (1) day following deposit if delivered to an overnight courier guaranteeing next day delivery, and on the same day if sent by personal delivery or telecopy (with proof of transmission and have copy delivered by overnight courier). Attorneys for each Party shall be authorized to give notices for each such party. Any Party may change its address for the service of notice generally, or for the service of specified notices under this Agreement, by giving written notice of such change to the other Party, in any manner above specified.

18.     “As Is” Sale . Except as otherwise expressly set forth in Section 6(a) hereof, Seller has made no warranties or representations, written or oral, express or implied, in any way

related to the Subject Property including, without limitation, the condition of the Subject Property or any of its improvements, fixtures or systems, the presence or absence of any Hazardous Material(s) in, at, under or migrating to or from the Subject Property, the Subject Property’s compliance or noncompliance with any Laws and Regulations including, without limitation, any Environmental Laws, or the suitability or fitness of the Subject Property for any particular purpose. Except as otherwise expressly set forth in Section 6(a) hereof, Buyer agrees to purchase the Subject Property in its “AS-IS” condition. Subject only to (i) the specific warranties and representations made in Section 6(a) of this Agreement, (ii) Buyer’s satisfaction or waiver of the specific conditions precedent to Buyer’s obligation to close, as specified in this Agreement, and (iii) the limited indemnities expressly provided by Seller under this Agreement, Buyer hereby fully and forever waives, releases, discharges, and acquits Seller from any and all claims, actions, costs, damages, expenses, fees, fines, liabilities, losses, obligations, penalties, and suits, known or unknown, foreseen or unforeseen (including but not limited to, claims based on contract, right of contribution, common law and/or federal, state or local statute or ordinance, but specifically excluding claims based on Seller’s fraud), in any way arising out of, relating to or resulting from any misrepresentation, or any other tort alleged to have been committed by Seller in connection with or related to the sale of the Subject Property to Buyer, the condition of the Subject Property or connected with Buyer’s acquisition, ownership, development or use of the Subject Property. The Purchase Price for the Subject Property takes into account and shall sufficiently compensate Buyer for all the terms of the conveyance including, without limitation, Buyer’s obligation to accept the Subject Property in an “AS-IS” condition and Buyer’s waiver, release, discharge and acquittal of Seller.

In addition, except as otherwise expressly set forth in Section 6(a) of this Agreement, Seller has made no warranties or representations, written or oral, express or implied, in any way related to the documents that Seller has delivered or is required to deliver pursuant to this Agreement, including, without limitation, the accuracy or completeness of such documents. Except as otherwise expressly required under Section 6(a)(5) of this Agreement, Buyer agrees to receive any such documents in their “AS-IS” condition, in the same manner and to the same extent as Buyer has agreed to purchase the Subject Property in its “AS-IS” condition.

19.     Definitions .

(a)      Generally Defined Terms . For purposes of this Agreement, the terms set forth below shall have the stated meanings:

           “Buyer’s Knowledge” shall mean the actual knowledge of Mr. Johansson Yap, Chief Investment Officer for First Industrial Realty Trust, Inc.

           “Days” shall mean every calendar day. If, however, a “day” specified for action under this Agreement shall fall on a Saturday, Sunday, or legal holiday of the United States of America, the pertinent deadline shall be deemed to be the next occurring calendar day that is not a Saturday, Sunday, or legal holiday of the United States of America.

           “Governmental Authority” shall mean any agency, commission, department or body of any municipal, township, county, local, state or Federal governmental or

quasi-governmental regulatory unit, entity or authority having jurisdiction or authority over all or any portion of the Subject Property or the management, operation, use or improvement thereof.

           “Laws and Regulations” shall mean every applicable law, ordinance, regulation, order, rule, judgment, requirement, consent agreement, or other declaration or measure of any Governmental Authority, and the orders, rules and regulations of the Board of Fire Underwriters where the Subject Property is situated, or of any other body now or hereafter constituted exercising lawful or valid authority over the Subject Property, or any portion thereof, or of the sidewalks, curbs, roadways, alleys, entrances or railroad track facilities adjacent or appurtenant thereto, or exercising authority with respect to the use or manner of use of the Subject Property, or such adjacent or appurtenant facilities.

           “Material Adverse Change” shall mean (i) any change in the physical condition, efficiency, operation, or utility of the Subject Property that would have a material adverse effect on the Subject Property’s operating capacity as of the Effective Date, and (ii) any materially adverse effect or change in the ability of Seller to consummate the transaction contemplated by this Agreement.

           “Seller’s Knowledge” shall mean the actual knowledge of Mr. Denis DeCamp, Director of Corporate Real Estate for Rockwell Automation, Inc.

(b)      Other Defined Terms . The following terms shall have the meanings defined for such terms in the Sections set forth below:

20.     Miscellaneous .

(a)      Confidentiality. Buyer acknowledges that Buyer shall, during the course of this Agreement, receive, have access to, and produce certain information concerning Seller and the Subject Property that is, by its nature, confidential (the “ Confidential Information ”), which Confidential Information shall include, without limitation, (i) every Due Diligence Document, (ii) every document, chart, result, summary, written report, or other data with respect