Common use of Mortgage Payoff Clause in Contracts

Mortgage Payoff. In this example, all of the facts described in the Base Case above are the same, except that we assume that prior to the completion of the Formation Transactions, the $25 mortgage on RIF I Industrial Center reaches maturity and is paid off, such that at the time that the RIF I Industrial Center is acquired by the Operating Partnership, it is not subject to any mortgage debt. This results in the following variation of the variable “AA” in the formula as applied to the RIF I Industrial Center: Property Asset Adjustment (“AA”) (i.e., Base Balance - Actual Balance) RIF I Industrial Center 25 = 25 - 0 RIF II Industrial Center 0 = 25 - 25 RIF V Industrial Center 0 = 25 - 25 Total Portfolio Adjustment (“TPA”) 25 In effect, RIF I has repaid debt using $25 that otherwise would have been available for distribution to RIF I investors as part of the pre-Closing working capital distribution. Because the aggregate outstanding mortgage debt that will be assumed by the Operating Partnership at the Closing has decreased by $25 (without using funds from the Offering), we assume that the Total Formation Transaction Value would increase by the same amount, from $500 to $525. Because the burden of creating this increase in TFTV has been borne solely by investors in RIF I (who otherwise would have received an additional $25 in the pre-Closing working capital distributions), the Equity Value formula works to allocate the increase in TFTV solely to the RIF I Industrial Center by virtue of the $25 Asset Adjustment calculated above, as set forth below: Property Equity Value = EP x [TFTV - TPA] + AA RIF I Industrial Center 125 = 20% x [525 - 25] + 25 RIF II Industrial Center 100 = 20% x [525 - 25] + 0 RIF III Industrial Center 100 = 20% x [525 - 25] + 0 RIF IV Industrial Center 100 = 20% x [525 - 25] + 0 RIF V Industrial Center 100 = 20% x [525 - 25] + 0 Total Equity Value 525

Mortgage Payoff. In this example, all of the facts described in the Base Case above are the same, except that we assume that prior to the completion of the Formation Transactions, the $25 mortgage on RIF I Industrial Center reaches maturity and is paid off, such that at the time that the RIF I Industrial Center is acquired by the Operating Partnership, it is not subject to any mortgage debt. This results in the following variation of the variable “AA” in the formula as applied to the RIF I Industrial Center: Property Asset Adjustment (“AA”) (i.e., Base Balance - – Actual Balance) RIF I Industrial Center 25 = 25 - 0 RIF II Industrial Center 0 = 25 - 25 RIF V Industrial Center 0 = 25 - 25 Total Portfolio Adjustment (“TPA”) 25 In effect, RIF I has repaid debt using $25 that otherwise would have been available for distribution to RIF I investors as part of the pre-Closing working capital distribution. Because the aggregate outstanding mortgage debt that will be assumed by the Operating Partnership at the Closing has decreased by $25 (without using funds from the Offering), we assume that the Total Formation Transaction Value would increase by the same amount, from $500 to $525. Because the burden of creating this increase in TFTV has been borne solely by investors in RIF I (who otherwise would have received an additional $25 in the pre-Closing working capital distributions), the Equity Value formula works to allocate the increase in TFTV solely to the RIF I Industrial Center by virtue of the $25 Asset Adjustment calculated above, as set forth below: Property Equity Value = EP x [TFTV - TPA] + AA RIF I Industrial Center 125 = 20% x [525 - 25] + 25 RIF II Industrial Center 100 = 20% x [525 - 25] + 0 RIF III Industrial Center 100 = 20% x [525 - 25] + 0 RIF IV Industrial Center 100 = 20% x [525 - 25] + 0 RIF V Industrial Center 100 = 20% x [525 - 25] + 0 Total Equity Value 525

Mortgage Payoff. In this example, all of the facts described in the Base Case above are the same, except that we assume that prior to the completion of the Formation Transactions, the $25 mortgage on RIF I Industrial Center reaches maturity and is paid off, such that at the time that the RIF I Industrial Center is acquired by the Operating Partnership, it is not subject to any mortgage debt. This results in the following variation of the variable “AA” in the formula as applied to the RIF I Industrial Center: Property Asset Adjustment (“AA”) (i.e., Base Balance - Actual Balance) RIF I Industrial Center 25 = 25 - 0 RIF II Industrial Center 0 = 25 - 25 -25 RIF V Industrial Center 0 = 25 - 25 Total Portfolio Adjustment (“TPA”) 25 In effect, RIF I has repaid debt using $25 that otherwise would have been available for distribution to RIF I investors as part of the pre-Closing working capital distribution. Because the aggregate outstanding mortgage debt that will be assumed by the Operating Partnership at the Closing has decreased by $25 (without using funds from the Offering), we assume that the Total Formation Transaction Value would increase by the same amount, from $500 to $525. Because the burden of creating this increase in TFTV has been borne solely by investors in RIF I (who otherwise would have received an additional $25 in the pre-Closing working capital distributions), the Equity Value formula works to allocate the increase in TFTV solely to the RIF I Industrial Center by virtue of the $25 Asset Adjustment calculated above, as set forth below: Property Equity Value = EP x [TFTV - TPA] + AA RIF I Industrial Center 125 = 20% x [525 - 25] + 25 RIF II Industrial Center 100 = 20% x [525 - 25] + 0 RIF III Industrial Center 100 = 20% x [525 - 25] + 0 RIF IV Industrial Center 100 = 20% x [525 - 25] + 0 RIF V Industrial Center 100 = 20% x [525 - 25] + 0 Total Equity Value 525

Mortgage Payoff. In this example, all of the facts described in the Base Case above are the same, except that we assume that prior to the completion of the Formation Transactions, the $25 mortgage on RIF I Industrial Center reaches maturity and is paid off, such that at the time that the RIF I Industrial Center is acquired by the Operating Partnership, it is not subject to any mortgage debt. This results in the following variation of the variable “AA” in the formula as applied to the RIF I Industrial Center: Property Asset Adjustment (“AA”) (i.e., Base Balance - Actual -Actual Balance) RIF I Industrial Center 25 = 25 - 0 RIF II Industrial Center 0 = 25 - 25 RIF V Industrial Center 0 = 25 - 25 Total Portfolio Adjustment (“TPA”) 25 In effect, RIF I has repaid debt using $25 that otherwise would have been available for distribution to RIF I investors as part of the pre-Closing working capital distribution. Because the aggregate outstanding mortgage debt that will be assumed by the Operating Partnership at the Closing has decreased by $25 (without using funds from the Offering), we assume that the Total Formation Transaction Value would increase by the same amount, from $500 to $525. Because the burden of creating this increase in TFTV has been borne solely by investors in RIF I (who otherwise would have received an additional $25 in the pre-Closing working capital distributions), the Equity Value formula works to allocate the increase in TFTV solely to the RIF I Industrial Center by virtue of the $25 Asset Adjustment calculated above, as set forth below: Property Equity Value = EP x [TFTV - TPA] + AA RIF I Industrial Center 125 = 20% x [525 - 25] + 25 RIF II Industrial Center 100 = 20% x [525 - 25] + 0 RIF III Industrial Center 100 = 20% x [525 - 25] + 0 RIF IV Industrial Center 100 = 20% x [525 - 25] + 0 RIF V Industrial Center 100 = 20% x [525 - 25] + 0 Total Equity Value 525

Mortgage Payoff. In this example, all of the facts described in the Base Case above are the same, except that we assume that prior to the completion of the Formation Transactions, the $25 mortgage on RIF I Industrial Center reaches maturity and is paid off, such that at the time that the RIF I Industrial Center is acquired by the Operating Partnership, it is not subject to any mortgage debt. This results in the following variation of the variable “AA” in the formula as applied to the RIF I Industrial Center: Property Asset Adjustment (“AA”) (i.e., Base Balance - Actual Balance) RIF I Industrial Center 25 = 25 - 0 RIF II Industrial Center 0 = 25 - 25 RIF V Industrial Center 0 = 25 - 25 Total Portfolio Adjustment (“TPA”) 25 In effect, RIF I has repaid debt using $25 that otherwise would have been available for distribution to RIF I investors as part of the pre-Closing working capital distribution. Because the aggregate outstanding mortgage debt that will be assumed by the Operating Partnership at the Closing has decreased by $25 (without using funds from the Offering), we assume that the Total Formation Transaction Value would increase by the same amount, from $500 to $525. Because the burden of creating this increase in TFTV has been borne solely by investors in RIF I (who otherwise would have received an additional $25 in the pre-Closing working capital distributions), the Equity Value formula works to allocate the increase in TFTV solely to the RIF I Industrial Center by virtue of the $25 Asset Adjustment calculated above, as set forth below: Property Equity Value = EP x [TFTV - – TPA] + AA RIF I Industrial Center 125 = 20% x [525 - 25] + 25 RIF II Industrial Center 100 = 20% x [525 - 25] + 0 RIF III Industrial Center 100 = 20% x [525 - 25] + 0 RIF IV Industrial Center 100 = 20% x [525 - 25] + 0 RIF V Industrial Center 100 = 20% x [525 - 25] + 0 Total Equity Value 525

Mortgage Payoff. In this example, all of the facts described in the Base Case above are the same, except that we assume that prior to the completion of the Formation Transactions, the $25 mortgage on RIF I Industrial Center reaches maturity and is paid off, such that at the time that the RIF I Industrial Center is acquired by the Operating Partnership, it is not subject to any mortgage debt. This results in the following variation of the variable “AA” in the formula as applied to the RIF I Industrial Center: Property Asset Adjustment (“AA”) (i.e., Base Balance - – Actual Balance) RIF I Industrial Center 25 = 25 - 0 RIF II Industrial Center 0 = 25 - 25 RIF V Industrial Center 0 = 25 - 25 Total Portfolio Adjustment (“TPA”) 25 In effect, RIF I has repaid debt using $25 that otherwise would have been available for distribution to RIF I investors as part of the pre-Closing working capital distribution. Because the aggregate outstanding mortgage debt that will be assumed by the Operating Partnership at the Closing has decreased by $25 (without using funds from the Offering), we assume that the Total Formation Transaction Value would increase by the same amount, from $500 to $525. Because the burden of creating this increase in TFTV has been borne solely by investors in RIF I (who otherwise would have received an additional $25 in the pre-Closing working capital distributions), the Equity Value formula works to allocate the increase in TFTV solely to the RIF I Industrial Center by virtue of the $25 Asset Adjustment calculated above, as set forth below: Property Equity Value = EP x [TFTV - – TPA] + AA RIF I Industrial Center 125 = 20% x [525 - 25] + 25 RIF II Industrial Center 100 = 20% x [525 - 25] + 0 RIF III Industrial Center 100 = 20% x [525 - 25] + 0 RIF IV Industrial Center 100 = 20% x [525 - 25] + 0 RIF V Industrial Center 100 = 20% x [525 - 25] + 0 Total Equity Value 525