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Park West CC(7)-ES050907September 7, 2005 Ms. Marcie Diamond Assistant Director of Planning Thc City of Coppell 255 Parkway Coppell. TX 75019 Parkwest Commerce Center Lots 2R & 3, Block 5, Replat Dear Marcie: As we discussed this morning, 1 am submitting two draft copies of a Reciprocal Easement Agreement to be executed by both parties. The section covering utility maintenance is on page four. Please let me know if the Engineering Department has any comments. Thank you for your assistance. encl. RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Akin Gump Strauss Hauer & Feld LLP 1700 Pacific Avenue~ Suite 4100 Dallas~ Texas 75201-4675 Attn.: Randall M. Ratner~ P.C. Attn: RECIPROCAL EASEMENT AGREEMENT THIS RECIPROCAL EASEMENT AGREEMENT (this "Agreement") is entered into this __ day of , 2005, by and between the PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P., a Delaware limited partnership (the "Owner"), and , a(n) ("Grantee"), with reference to the following facts: A. The Owner and DBSI-Discover¥ Real Estate Services LLC~ predecessor-in-interest to Grantee: have entered into that certain datod , (Purchase and Sale Agreement dated August 24~ 2005 (as amended~ the "Purchase Agreement"), which Purchase Agreement provides for the conveyance by the Owner to Grantee of that certain real property which is described in Exhibit A attached hereto and made a part hereof for all purposes (the "Grantee Parcel"). B. The Owner is the owner of certain real property adjacent to the Grantee Parcel which is more particularly described on Exhibit B attached hereto and made a part hereof for all purposes (the "Retained Parcel") (the Grantee Parcel and the Retained Parcel are herein referred to collectively as the "Parcels" and individually as a "Parcel"). C. Owner and Grantee desire to enter into this Agreement in order to govern certain rights of the parties with respect to the Parcels as more fully set forth herein. NOW, THEREFORE, in consideration of the foregoing premises, the easement grants and the covenants and agreements contained herein, the mutual benefits accruing to the parties hereto, the consideration given between Grantee and the Owner as part of the Purchase 013072 .... 0679 WEST 5750189 ¥~ 4-3 l_. Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby state, declare, grant, covenant and agree as follows: ARTICLE 1 Easements 1.1. Reciprocal Access Easements. Grantee does hereby GRANT, SELL and CONVEY unto Owner for the benefit of Owner and all of the tenants, contractors, vendors, suppliers, visitors, invitees and licensees (collectively, the "Permittees") of O~vner, a perpetual, non-exclusive easement (the "Owner Easement") for ingress and egress by vehicular and pedestrian traffic upon, over and across all fire lanes, traffic loops, driveways, roads and curb cuts existing or to be constructed on the Grantee Parcel (the "Owner Easement Area"), as they may exist from time to time, such Owner Easement to be used in common with Grantee and all of the Permittees of Grantee. Owner does hereby GRANT, SELL and CONVEY unto Grantee, for the benefit of Grantee and each Permittee of Grantee, a perpetual, non-exclusive easement (the "Grantee Easement") for ingress and egress by vehicular and pedestrian traffic upon, over and across all fire lanes, traffic loops, driveways, roads and curb cuts existing or to be constructed on the Retained Parcel (the "Grantee Easement Area"), as they may exist from time to time, such Grantee Easement to be used in common with Owner and all of the Permittees of Owner; provided, however, Grantee and its Permittees shall have no right to use the driveway and curb cuts located near the southwestern boundary line of the Retained Parcel, as Owner and its Permittees shall retain full ownership and use of such driveway and curb cuts. The Owner Easement and the Grantee Easement shall be referred to herein collectively as the "Easements". The Owner Easement Area and the Grantee Easement Area shall be referred to herein collectively as the "Easement Areas". It is understood and agreed that this Agreement does not grant (a) Grantee or its Permittees the fight to use any portions of the Grantee Easement Area for parking, or (b) Owner or its Permittees the fight to use any portions of the Owner Easement Area for parking. 1.2. Retention of Fee Ownership. Owner and Grantee herein retain, reserve and shall continue to enjoy fee ownership, and the surface and subsurface, of their respective Parcels and the Easement Areas located thereon for any and all purposes which do not unreasonably interfere with and prevent the use of the Easement Areas as contemplated herein. In addition, Owner and Grantee reserve the right, for themselves and their successors and assigns, to grant such easements, rights, rights-of-way and other privileges over and across all or any portion of the Retained Parcel or the Grantee Parcel, respectively, as Owner or Grantee, or their successors and assigns, may from time to time find necessary, convenient or desirable; provided, however, any such easements, rights, rights-of-way and other privileges hereafter granted over or across the Retained Parcel or the Grantee Parcel shall be subject to and inferior to the Easements granted herein and shall not unreasonably interfere with the use or enjoyment of the Easements. 1.3. Enforcement. Nothing contained herein, express or implied, shall confer any rights or remedies by reason of the Owner's or Grantee's granting of the Easements upon any person or entity other than the Grantee and Owner and their respective Permittees. Any action to OI3072 QQOQO6?~g WEST 5750189v2 :~3 2 enforce any of the rights accruing as a result of the Easements granted herein may be maintained only by the Owner or the Grantee and their respective successors and assigns as owners of the Parcels. 1.4. Permitted Exceptions. The grant of the Easements is made subject only to (i) all presently recorded plats, easements and rights-of-way pertaining to any portions of the Retained Parcel or Grantee Parcel, (ii) all presently recorded and valid mineral estate exceptions, rights of development or leases, royalty reservations and other instruments constituting mineral interest severances of any kind, (iii) all presently recorded restrictive covenants, terms, conditions, contracts, provisions and other matters, but only to the extent that the matters identified in subparts (i) - (iii) are valid and still in effect, (iv) all presently recorded instruments, and (v) zoning laws and regulations and ordinances of municipal and other govermnental authorities, if any, affecting the Retained Parcel and the Grantee Parcel (all of the foregoing are herein collectively called the "Permitted Exceptions"). ARTICLE II Maintenance and Operation of Easement Areas and Utility Lines 2.1. Maintenance and Repair. Grantee shall maintain or cause to be maintained, at its sole cost and expense, the Owner Easement Area, specifically including, but not limited to, the portion of the fire lanes and existing traffic loop located on the Grantee Parcel, so as to keep such improved portions of the Owner Easement Area at all times in good order, condition and state of repair and in all respects consistent with the standards of comparable office/showroom/warehouse facilities in Dallas County, Texas. Owner shall maintain or cause to be maintained, at its sole cost and expense, the Grantee Easement Area, specifically including, but not limited to, the portion of the fire lanes and existing traffic loop located on the Retained Parcel, so as to keep such improved portions of the Grantee Easement Area at all times in good order, condition and state of repair and in all respects consistent with the standards of comparable office/showroom/warehouse facilities in Dallas County, Texas. The above maintenance and repair obligations shall include, but not be limited to, cleaning, sweeping, ice and snow removal, repair of paving and lighting, restriping and resealing of roadways, landscaping upkeep, water and sewerage charges, electrical charges, charges for other utilities, and such other maintenance and repairs, including safety measures, necessary to keep the Easement Areas in good repair. Notwithstanding anything contained in this Agreement to the contrary, Grantee and Owner shall each be responsible for promptly repairing, restoring or reconstructing, at such party's sole cost and expense, any damage or destruction to any portion of the Grantee Easement Area and Owner Easement Area, respectively, caused by the use of such Easement Areas by Grantee or Owner or their respective Permittees. 2.2. No Barriers. Owner and Grantee agree that no barrier, fence, curb, wall, ditch, barricade or other structure or obstacle which would unreasonably interfere with, impede, slow or in any way prevent vehicular and pedestrian traffic from passing thereon, will be created or allowed to exist on the Easement Areas; provided, those curbs and other reasonable traffic 013072 ..... 679 WEST 5750189 v~ ~3 3 controls as may be necessary to control the orderly flow of traffic may be installed so long as the Easement Areas are not closed or blocked. 2.3 Utility Easements - Maintenance and Repair of Easement Facilities. Owner and Grantee acknowledge and agree that there are telephoner sanitary sewer, water~ electric and gas easements located on the Retained Parcel and the Grantee Parcel (collectively, the "Easement Facilities"). Grantee shall maintain or cause to be maintained, at its sole cost and expense, the Easement Facilities located on the Grantee Parcel, and Owner shall maintain or cause to be maintained, at its sole cost and expense~ the Easement Facilities located on the Retained Parcel, in each case~ at all times in good order~ condition and state of repair in accordance with all applicable ordinances~ rules and regulations of the City of Coppell and any applicable State or Federal laws and regulations. To the extent that any of the Easement Facilities benefit both the Grantee Parcel and the Retained Parcel (the "Shared Easement Facilities"), then following completion of improvements to be constructed by Owner on the Retained Parcel~ Owner and Grantee agree to be responsible for each party's Pro-Rata Share (as hereinafter defined) of the cost incurred for the maintenance, operation~ repair and compliance with all applicable laws, regulations and ordinances affecting the Shared Easement Facilities (the "Maintenance Costs"). For purposes of this Agreement, Owner's and Grantee's "Pro-Rata Share" of Maintenance Costs for the Shared Easement Facilities shall be based on a reasonable allocation of the Maintenance Costs based on (a) the approximate usage by Owner and Grantee of the Shared Easement Facilities as mutually determined by Grantee and Owner or (b) such other method of allocation upon which Owner and Grantee may agree. In the event either Owner fails to maintain the Easement Facilities located on the Retained Parcel or Grantee fails to maintain the Easement Facilities located on the Grantee Parcel (the party failing to so maintain the Easement Facilities being herein called a "Defaulting Party") and such failure to maintain such Easement Facilities adversely affects the other party's to this Agreement (the "Non-Defaulting Party") ability to use the Easement Facilities on its properS. ~ then, upon two (2) business days' prior notice to the Defaulting Party, the Non- Defaulting Party may enter on the Defaulting Party's property to repair the Easement Facilities~ and the Non-Defaulting Party thereafter may send a notice to the Defaulting Party specifying the repair costs so incurred and the Defaulting Party shall reimburse such repair costs within five (5) business days after receipt of notice of the total costs incurred by the Non-Defaulting ParW. in repairing such Easement Facilities, which notice shall include copies of invoices~ statements~ paid receipts or other evidence showing the repair costs incurred by the Non-Defaulting Party in repairing the Easement Facilities. The Defaulting Party. shall pay such invoiced amount together with interest thereon at the rate of fifteen percent (15%) (the "Interest Rate") per annum from the date of receipt of the invoice until such repair costs have been reimbursed. Additionally~ if a party hereto fails to reimburse the other party hereto for its Pro-Rata Share of Maintenance Costs for the Shared Facilities incurred within ten (10) business days following the written request therefor accompanied by copies of invoices~ statements, paid receipts or other evidence showing the Pro-Rata Share of Maintenance Costs for Shared Easement Facilities~ then the Pro-Rata Share of Maintenance Costs shall bear interest at the Interest Rate from the eleventh (llth) business day following the delivery of such invoice and accompanying information until repaid. 0] 3072 QQQQe67~9 WEST 5750189 v2 43 4 ARTICLE III Construction 3.1. Grantee and Owner may remodel or remove any improvements which are located on the Grantee Parcel and the Retained Parcel, respectively, provided any such remodeling or removal is conducted in compliance with the applicable provisions of this Agreement. Notwithstanding the immediately preceding sentence or anything else contained in this Agreement to the contrary, without obtaining the prior written consent of the other party hereto~ (a) Grantee shall not perform or permit any of its Permittees to perform any heavy construction activities on the Grantee Easement Area, including, but not limited to, the use of large construction-type trucks, equipment or machinery on the Grantee Easement Area, and (b) Owner shall not perform or permit any of its Permittees to perform any heavy construction activities on the Owner Easement Area, including, but not limited to, the use of large construction-type trucks, equipment or machinery on the Owner Easement Area. ARTICLE IV Insurance and Indemnity 4.1. Insurance. Grantee shall maintain, or cause to be maintained, public liability insurance insuring against claims on account of lost life, bodily injury or property damage occurring on the Grantee Easement Area that may arise from, or be occasioned by, (a) the condition of the Grantee Easement Area caused by Grantee or its Permittees, (b) the use or occupancy of the Grantee Easement Area by Grantee or its Permittees, or (c) any other act or omission of Grantee, its Permittees or any other persons for whose acts and omissions Grantee is legally liable. Owner shall maintain, or cause to be maintained, public liability insurance insuring against claims on account of lost life, bodily injury or property damage occurring on the Owner Easement Area that may arise from, or be occasioned by, (a) the condition of the Owner Easement Area caused by Owner or its Permittees, (b) the use or occupancy of the Owner Easement Area by Owner or its Permittees, or (c) any other act or omission of Owner, its Permittees or any other persons for whose acts and omissions Owner is legally liable. Each party hereto shall obtain an insurance policy, according to the provisions hereof, covering its respective Easement Area located on the other party's Parcel from a reputable insurance company or companies qualified to do business in the State of Texas, and each such policy of insurance shall have limits for loss of life or bodily injury in amounts of not less than/$1,000,000.00] for each person and/$1,000,000.00] for each occurrence and /$1,000,000.00] for property damage for each occurrence. Such insurance may be carried under a "blanket" policy or "blanket" policies covering other properties of each respective party, and may be subject to such self-insured retentions as each party may desire. Each of the undersigned, shall, upon written request from the other party, furnish to the requesting party one or more certificates of insurance evidencing the existence of the insurance required above. All certificates of insurance evidencing such coverage shall name the other party as an additional insured thereunder. 4.2. Indemnity. Grantee hereby agrees to indemnify, defend and hold harmless Owner from and against any and all liabilities, damages, expenses (including, without limitation, 013072 0000e67.~9 WEST 5750189 v2 ~3_ 5 reasonable attorneys' fees), causes of action, suits, claims or judgments arising from injury to persons or property and resulting from Grantee's or its Permittees' use of the Grantee Easement Area, except to the extent caused by the negligence, gross negligence or willful misconduct of Owner. Owner hereby agrees to indemnify, defend and hold harmless Grantee from and against any and all liabilities, damages, expenses (including, without limitation, reasonable attorneys' fees), causes of action, suits, claims or judgments arising from injury to persons or property and resulting from Owner's or its Permittees' use of the Owner Easement Area, except to the extent caused by the negligence, gross negligence or willful misconduct of Grantee. ARTICLE V Default and Remedies 5.1. General. If Grantee or Owner (the "Defaulting Party") shall fail to comply with any term, provision or covenant of this Agreement and shall not cure such failure within thirty (30) days after receipt of written notice from the other party hereunder (the "Non-Defaulting Party"), or if the default is of such character as to require more than thirty (30) days to cure and the Defaulting Party shall fail to commence to cure the same within such period or shall fail to use reasonable diligence in curing such default thereafter, the Non-Defaulting Party shall have the option of pursuing any one or more of the following remedies, or any other remedy it may have at law or in equity: (i) perform said obligation of the Defaulting Party and charge the Defaulting Party therefor (which charge shall be paid within fifteen (15) days after the Defaulting Party's receipt of written notice of the costs or expenses incurred by the Non-Defaulting Party accompanied by supporting invoices), and if such charge is not paid within said fifteen (15) day period, such unpaid charge shall accrue interest at the lesser of fifteen percent (15%) per annum or the maximum amount permitted by applicable law, from the date the amounts are expended until the date repaid; or (ii) seek specific performance or injunctive relief from a court of competent jurisdiction. 5.2. Equitable Rights of Enforcement. In the event of any unreasonable interference or threatened interference with any of the Easements granted herein, this Agreement may be enforced by restraining orders and injunctions (temporary or permanent) prohibiting such interference and commanding compliance with the terms of this Agreement, which restraining orders and injunctions will be obtainable upon proof of the existence of such unreasonable interference or threatened interference, and without the necessity of proof of inadequacy of legal remedies or irreparable harm, and will be obtainable only by the holder or lienholder of the applicable Easement; provided, however, that the foregoing is not and shall not be deemed to be an election of remedies or a waiver of any other rights or remedies available at law or in equity. 5.3. Non-Waiver. No delay or omission of any party hereto in the exercise of any rights created hereunder shall impair such right, or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of an event of default hereunden A waiver by any party hereto of a breach of, or default in, any of the terms and conditions of this Agreement by the other party shall not be construed to be a waiver of any subsequent breach thereof or of any other provision of this Agreement. Except as otherwise specifically provided in this Agreement, no remedy provided in this Agreement shall be exclusive, but shall be cumulative with all other remedies provided for in this Agreement, and all other remedies at law or in equity which are available to the parties hereto. ARTICLE VI Mortgagees 6.1. Mortgagee's Right to Notice and Cure. In the event Grantee or Owner shall be in default of any of the terms, covenants and conditions on its part to be performed pursuant to this Agreement, the Non-Defaulting Party shall furnish any mortgagee(s) of which it has written notice holding a mortgage or deed of trust upon the Defaulting Party's Parcel or any portion thereof with written notice of such act or acts of default and shall provide to such mortgagee(s) the right to cure such act or acts of default within the time that is provided to the Defaulting Party to cure such act or acts of default. 6.2. Mortgagee Protection. This Agreement, and the rights, privileges, covenants, agreements and easements hereunder with respect to Owner and Grantee and the Parcels, shall be superior and senior to any lien placed upon any Parcel, including the lien of any mortgage or deed of trust. Notwithstanding the foregoing, no breach hereof nor the pursuit or enforcement of any remedy herein or otherwise available to any party as provided hereby shall defeat, render invalid, diminish or impair the lien of any mortgage or deed of trust made in good faith and for value, but all of the covenants and restrictions, easements and conditions and other provisions, terms and conditions contained in this Agreement shall be binding upon and effective against any person or entity (including any mortgagee or beneficiary under a deed of trust) who acquires title to any Parcel or any portion thereof by foreclosure, tmstee's sale, deed in lieu of foreclosure or otherwise. ARTICLE VII Compliance with Laws and Regulations 7.1. Compliance with Laws and Regulations. Grantee and Owner hereby covenant and agree, each to the other, with respect to their respective Parcels, to comply with all laws, rules, statutes, ordinances, regulations and requirements of public and governmental authorities affecting their respective Parcels and the Easements granted hereby. Each party hereto agrees to indemnify, defend and hold the other harmless from and against any and all claims, demands, losses, damages, liabilities, expenses and causes of action (including, but not limited to, reasonable attorneys' fees), arising out of or resulting from or in any way related to (i) the parties' failure to maintain their Parcels and the Easement Areas located thereon in good repair and in safe condition in accordance with legal requirements and/or as provided herein, or (ii) the use of OI3072Q~QQ967~gWEST5750189v2 ~_ 7 their respective Easement Area. Each party will promptly give timely notice to the other party of any claim made, or suit or action commenced, which would result in indemnification under the provisions of this paragraph or under any other provision of this Agreement. ARTICLE VIII Miscellaneous Section8.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered by hand, sent prepaid by Federal Express (or a comparable overnight delivery service) or sent by the United States mail, certified, postage prepaid, return receipt requested, at the following addresses (or to such other address as the intended recipient may have specified in a notice to the other party): If to Owner: Prentiss Properties Acquisition Partners, L.P. 3890 West Northwest Highway, Suite 400 Dallas, Texas 75220 Attention: CEO With a copy to: Prentiss Properties Acquisition Partners, L.P. 2711 North Haskell, Suite 2150, LB 13 Dallas, Texas 75204 Attention: Managing Director- Southwest Region If to Grantee: Attention: With a copy to: Attention: Any notice, request, demand or other communication delivered or sent in the manner aforesaid shall be deemed given or made (as the case may be) when actually delivered by hand delivery or overnight courier, or five (5) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested. 013072 QgQQ067~9 WEST 57501 a9 v2 ~3 8 8.2. Successors and Assigns; Conveyance of Parcels. The Easements, rights and privileges herein granted, and the restrictions, duties, obligations and liabilities hereby imposed (i) are made for the direct, mutual and reciprocal benefit or burden of the Parcels affected, (ii) will constitute covenants running with the land, and (iii) will be binding upon and inure to the benefit of, the owners of the Parcels and their respective successors, assigns, transferees and ?ermittees. In the event any of the Parcels herein described (or any portion thereof) are sold, transferred or conveyed, the conveying owner thereof shall be relieved from all liabilities, obligations, claims and actions thereafter accruing (and the purchaser or transferee of such Parcel shall be deemed to have assumed all such liabilities, obligations, claims and actions thereafter arising hereunder); provided, however, nothing herein shall be deemed to relieve any owner from liabilities, obligations, claims and actions which have accrued prior to the date of the transfen 8.3. No Dedication. Nothing herein contained shall be deemed to be a gift or dedication of any portion of the Parcels to the general public or for the general public or for any public purpose whatsoever, it being the intention that this Agreement shall be strictly limited to and for the purposes herein expressed. This Agreement is not intended to create, nor shall it be in any way interpreted or construed to create, any third party beneficiary rights in any person not specifically benefited by the terms and provisions hereofi 8.4. Entire A~eement. This Agreement contains the entire agreement between the parties relating to the rights herein granted and the obligations herein assumed. 8.5. No Partnership, Joint Venture or Principal Agent Relationship. Nothing in this Agreement nor any acts of the parties hereto shall be construed or deemed by the parties, or by any third person, to create the relationship of partnership, joint venture, or principal and agent, between the owners of any Parcels. 8.6. Severability. If any term or provision of this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement (or the application of such term or provision, to persons or circumstances other than those in respect of which it is invalid or unenforceable), except those terms or provisions which are made subject to or conditioned upon such invalid or unenforceable term or provision, shall not be affected thereby, and each other term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 8.7. Governing Laws. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Texas. 8.8. Estoppel Certificate. At any time and from time to time, upon request of any owner of a Parcel, any other owners of a Parcel shall, without charge, execute, acknowledge and deliver to the requesting owner within thirty (30) days after the request, an instrument in recordable form stating (if the same be true) that as of such date, no default has been declared hereunder by any owner and that the owner executing the instrument has no knowledge of any 013072 O0OOfi67~9 WEST 5750189 v2 ~[3_ 9 facts or circumstances which it might reasonably believe would give rise to a default by any owner and such other information as may be reasonably requested. 8.9. Term. Upon any termination of this Agreement evidenced by a writing signed by Owner and Grantee or their respective successors and assigns, all rights and privileges derived from and all duties and obligations created and imposed by the provisions of this Agreement, except as mentioned above, shall terminate and have no further force or effect; provided, however, that the termination of this Agreement shall not limit or affect any remedy at law or in equity that an owner of a Parcel may have against any other owner with respect to any liability or obligation arising or to be performed under this Agreement prior to the date of such termination. 8.10. Interpretation. Each party hereto and its counsel have reviewed and revised (or requested revisions of) this Agreement and have participated in the preparation of this Agreement. Therefore, any usual rules of construction requiring that ambiguities are to be resolved against a particular party shall not be applicable in the construction and interpretation of this Agreement. 8.11. Time is of the Essence. Time is of the essence with respect to every provision hereof. 8.12. Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement. 8.13. Amendment. This Agreement may be canceled, changed, modified or amended in whole or in part only by the written and recorded agreement of all of the owners of the Parcels. In no event shall any amendment of this Agreement ever require the consent or joinder of any of the Permittees. 8.14. Attorneys Fees. In the event any legal action or proceeding for the enforcement of any right or obligations herein contained is commenced, the prevailing party in such action or proceeding shall be entitled to recover its costs and reasonable attorneys' fees incurred in the preparation and prosecution of such action or proceeding. 8.15. Counterparts. This Agreement may be executed in any number of counterparts and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute but one Agreement. [SIGNATURE PAGE FOLLOWS] 1N WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. OWNER: PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P., a Delaware limited partnership, By: Prentiss Properties I, Inc., a Delaware corporation, general partner By: Name: Title: GRANTEE: a(n) a By: 013072 O,a. OOe67.~9 WEST 5750189 v2 ~-3_ THE STATE OF TEXAS § COUNTY OF DALLAS § The foregoing instrument was acknowledged before me this day of 2005, by of Prentiss Properties I, Inc., a Delaware corporation, general partner of Prentiss Properties Acquisition Partners, L.R, a Delaware limited partnership, on behalf of said limited partnership. Notary Public in and for the State of Texas My commission expires: Notar¥'s Printed Name THE STATE OF § COUNTY OF § The foregoing instrument was acknowledged before me this __ day of 2005, by of , a(n) , general partner of ,a(n) , on behalf of said Notary Public in and for the State of My commission expires: Notary's Printed Name 013072 0000067~9 WEST 5750189 v2 4'2-3 12 01307 ..... 067~gWEST5750189V- ~ EXHIBIT A Description of Grantee Parcel [To Be Attached] 013072-0679 WEST 5750189 v3 A-I EXHIBIT B Description of Retained Parcel [To Be Attached] ?. ] 013072 09~9067.~9 WEST 5750189 *~,1 B-1 aI.~eltavlew on I-rlaa~', ~e )temper uz, zuuo Document 1 >owerDocs://WES¥/575018@/2 Document 2 ~owerDocs://WES¥/5750189/3 Rendering set _oriRedline PM Insertion Moved to Style change Format change Inserted cell MovedDeleted cell cell Split/Merged cell Padding cell Count Insertions 29 Deletions 23 Moved from 0 Moved to 0 Style change 0 Format chan~ed 0 Total changes 52