Exhibit 10.8
TERMINATION
AGREEMENT
THIS TERMINATION AGREEMENT (this
“ Agreement ”) is dated as of October 10,
2006, by and between DIVIDEND CAPITAL EXCHANGE FACILITATORS LLC, a
Colorado limited liability company (the “ DCXF
”) and DIVIDEND CAPITAL OPERATING PARTNERSHIP LP, a Delaware
limited partnership (the “ DCOP ”). Unless the
context otherwise requires, capitalized terms used but not
otherwise defined herein have the meanings specified in the IP
Licensing Agreement (defined below).
WITNESSETH
:
WHEREAS, DCOP and DCXF entered into
that certain Intellectual Property Licensing Agreement, on or about
March 24, 2003 (the “ IP Licensing Agreement
”), to facilitate the private placement of certain of
DCOP’s units of limited partnership interest in exchange for
direct or indirect interests in real property as described in the
confidential private placement memoranda issued in connection such
private placement (the “ Memoranda
”);
WHEREAS, Dividend Capital Trust
Inc., a Maryland corporation, DCOP, and Dividend Capital Advisors
Group LLC, a Colorado limited liability company, have entered into
a Contribution Agreement, dated as of July 21, 2006 (the
“ Contribution Agreement ”), pursuant to which
DCOP will acquire all of the outstanding membership interests in
Dividend Capital Advisors LLC, a Colorado limited liability
company, and thereby internalize the operations of the Advisor;
and
WHEREAS, in connection with such
internalization, the parties hereto desire to terminate the IP
Licensing Agreement.
NOW, THEREFORE, in consideration of
the mutual agreements
