0001193125-15-366075 Sample Contracts

REPAYMENT GUARANTY AGREEMENT (Secured Loan)
Repayment Guaranty Agreement • November 4th, 2015 • DC Industrial Liquidating Trust • Real estate • New York

This REPAYMENT GUARANTY AGREEMENT (“Guaranty”) is dated November 4, 2015, by DC LIQUIDATING ASSETS HOLDCO LLC, a Delaware limited liability company (“Guarantor”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (collectively with its successors or assigns, “Lender”).

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 4th, 2015 • DC Industrial Liquidating Trust • Real estate • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of , 2015 by and between DC Industrial Liquidating Trust, a Maryland statutory trust (the “Trust”), and , a trustee and/or officer of the Trust (the “Indemnitee”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • November 4th, 2015 • DC Industrial Liquidating Trust • Real estate • Maryland

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is dated as of November 3, 2015 by and among Industrial Income Trust Inc., a Maryland corporation (the “Company”), and Dwight L. Merriman III, Marshall M. Burton and Stanley A. Moore (collectively, and including any successors thereto, the “Trustees”).

COMPLETION GUARANTY AGREEMENT (Secured Loan)
Completion Guaranty Agreement • November 4th, 2015 • DC Industrial Liquidating Trust • Real estate • New York

This COMPLETION GUARANTY AGREEMENT (“Guaranty”) is dated November 4, 2015, by DC LIQUIDATING ASSETS HOLDCO LLC, a Delaware limited liability company (“Guarantor”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (collectively with its successors or assigns, “Lender”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DC LIQUIDATING ASSETS HOLDCO LLC Dated as of November 3, 2015
Limited Liability Company Agreement • November 4th, 2015 • DC Industrial Liquidating Trust • Real estate • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), made and entered into and effective as of the 3rd of November, 2015, by and among DC Industrial Liquidating Trust, a Maryland statutory trust (the “Liquidating Trust” or “Managing Member”), and Industrial Income Advisors Group LLC, a Delaware limited liability company (“Sponsor Member”).

CONSTRUCTION LOAN AGREEMENT among REDLANDS DC LP, a Delaware limited partnership, formerly known as IIT Redlands DC LP CAJON DC LP, a Delaware limited partnership, formerly known as IIT Cajon DC LP MIAMI DC III LLC, a Delaware limited liability...
Construction Loan Agreement • November 4th, 2015 • DC Industrial Liquidating Trust • Real estate • New York

This CONSTRUCTION LOAN AGREEMENT (“Agreement”) is dated as of November 4, 2015, by and among REDLANDS DC LP, a Delaware limited partnership, formerly known as IIT Redlands DC LP, CAJON DC LP, a Delaware limited partnership, formerly known as IIT Cajon DC LP, MIAMI DC III LLC, a Delaware limited liability company, formerly known as IIT Miami DC III LLC, MIAMI DC IV LLC, a Delaware limited liability company, formerly known as IIT Miami DC IV LLC, MIAMI DC III LAND LLC, a Delaware limited liability company, formerly known as IIT Miami DC III Land LLC, TAMARAC COMMERCE CENTER DC II LLC, a Delaware limited liability company, formerly known as IIT Tamarac Commerce Center II LLC, TAMARAC COMMERCE CENTER DC III LLC, a Delaware limited liability company, formerly known as IIT Tamarac Commerce Center III LLC, LEHIGH VALLEY CROSSING DC I LLC, a Delaware limited liability company, formerly known as IIT Lehigh Valley Crossing DC I LLC, LEHIGH VALLEY CROSSING DC II LLC, a Delaware limited liability

MANAGEMENT SERVICES AGREEMENT among and DCG LIQUIDATING ADVISOR LLC
Management Services Agreement • November 4th, 2015 • DC Industrial Liquidating Trust • Real estate • Colorado

THIS MANAGEMENT SERVICES AGREEMENT, dated as of November 3, 2015 is among DC Industrial Liquidating Trust, a Maryland statutory trust (the “Trust”), DC Liquidating Assets Holdco LLC, a Delaware limited liability company (“Holdco”) and DCG Liquidating Advisor LLC, a Delaware limited liability company.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 4th, 2015 • DC Industrial Liquidating Trust • Real estate • Delaware

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the 3rd day of November, 2015, by and among DC Industrial Liquidating Trust, a Maryland statutory trust (the “Trust”), and DC Liquidating Assets Holdco LLC, a Delaware limited liability company (“Holdco”), in favor of Industrial Income Trust Inc., a Maryland corporation (the “Company”). The Trust, Holdco and Company are sometimes referred to herein as a “Party” or collectively as the “Parties.”

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