FORM OF LIMITED PARTNERSHIP AGREEMENT OF DIVIDEND CAPITAL TOTAL REALTY OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP [ ], 2005Limited Partnership Agreement • December 20th, 2005 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Delaware
This Limited Partnership Agreement (this "Agreement") is entered into this day of , 2005, between Dividend Capital Total Realty Trust, Inc., a Maryland corporation (the "General Partner") and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 20th, 2005 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into as of the day of May, 2002 by and among Dividend Capital Trust Inc., a Maryland corporation (the "Company") and , a director and/or officer of the Company (the "Indemnitee").
MANAGEMENT AGREEMENTManagement Agreement • December 20th, 2005 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Colorado
THIS MANAGEMENT AGREEMENT ("Agreement") is made and entered into as of the [ ]th day of [ ], 2005, by and between DIVIDEND CAPITAL TOTAL REALTY TRUST INC., a Maryland corporation ("Owner"), and DIVIDEND CAPITAL PROPERTY MANAGEMENT LLC., a Colorado limited liability company ("Manager").
FORM of ADVISORY AGREEMENT among DIVIDEND CAPITAL TOTAL REALTY TRUST INC., DIVIDEND CAPITAL TOTAL REALTY OPERATING PARTNERSHIP LP and DIVIDEND CAPITAL TOTAL ADVISORS LLCAdvisory Agreement • December 20th, 2005 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Colorado
THIS ADVISORY AGREEMENT, dated as of [ ], 2005, is among Dividend Capital Total Realty Trust Inc., a Maryland corporation (the "Company"), Dividend Capital Total Realty Operating Partnership LP, a Delaware limited partnership, and Dividend Capital Total Advisors LLC, a Delaware limited liability company.
ESCROW AGREEMENTEscrow Agreement • December 20th, 2005 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • New York
Escrow Agreement (the "Agreement"), dated as of December 8, 2005, among The Bank of New York, a New York banking corporation with its principal corporate trust office at 101 Barclay Street, 8th Floor West, New York, New York 10286 (the "Escrow Agent"), and Dividend Capital Total Realty Trust, Inc., a Maryland corporation, with its principal office at 518 Seventeenth Street, 17th floor, Denver, Co. 80202, (the "Company") and Dividend Capital Securities LLC as sales agent (the "Sales Agent") for itself and for and on behalf of its selected dealers (the "Selected Dealers") the identity of which will be disclosed to the Escrow Agent as the same are selected by the Sales Agent.
