0001193125-10-188067 Sample Contracts

FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (30 Properties)
Purchase and Sale Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts

THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into this 25th day of June, 2010, by and between Seller and Purchaser.

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LOAN AGREEMENT (FIXED RATE PORTFOLIO) between TRT NOIP FIXED MEZZ HOLDCO LLC, a Delaware limited liability company as Borrower and iSTAR FINANCIAL INC., as Lender Dated as of June , 2010
Loan Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT (FIXED RATE) PORTFOLIO) (this “Agreement”) dated as of June , 2010, by TRT NOIP FIXED MEZZ HOLDCO LLC, a Delaware limited liability company (“Borrower”), having an address at c/o Dividend Capital Total Realty Trust, 518 17th Street, Denver, Colorado 80202 and iSTAR FINANCIAL INC., a Maryland corporation (together with its successors and assigns, hereinafter referred to as “Lender”), with offices at 1114 Avenue of the Americas, New York, New York 10036.

MEMBER INTEREST PURCHASE AND SALE AGREEMENT BETWEEN iSTAR HARBORSIDE LLC, AS SELLER AND TRT ACQUISITIONS LLC, AS PURCHASER DATED: MAY 3, 2010
Member Interest Purchase and Sale Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • New York

This Member Interest Purchase and Sale Agreement (this “Agreement”) is made and entered into by and between Purchaser and Seller.

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (32 Properties)
Purchase and Sale Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into this 24th day of June, 2010, by and between Seller and Purchaser.

LOAN AGREEMENT by and between THE ENTITIES SET FORTH ON SCHEDULE 1, collectively, as Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender Dated as of: June 25, 2010 Dividend Capital Floating Rate Office Portfolio
Loan Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT (this “Agreement”) is made and entered into June 25, 2010, by and between THE ENTITIES SET FORTH ON SCHEDULE 1 (each, a “Borrower” and, collectively, “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, together with its successors and assigns (“Lender”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (32 Properties)
Purchase and Sale Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into this 11th day of May, 2010, by and between Seller and Purchaser.

FIRST AMENDMENT TO MEMBER INTEREST PURCHASE AND SALE AGREEMENT
Member Interest Purchase and Sale Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO MEMBER INTEREST PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into this 11th day of May, 2010, by and between iSTAR HARBORSIDE LLC, a Delaware limited liability company (“Seller”), and TRT ACQUISITIONS LLC, a Delaware limited liability company (“Purchaser”).

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (32 Properties)
Purchase and Sale Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into this 21st day of May, 2010, by and between Seller and Purchaser.

THIRD AMENDMENT TO MEMBER INTEREST PURCHASE AND SALE AGREEMENT
Member Interest Purchase and Sale Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts

THIS THIRD AMENDMENT TO MEMBER INTEREST PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into this 24th day of June, 2010, by and between iSTAR HARBORSIDE LLC, a Delaware limited liability company (“Seller”), and TRT ACQUISITIONS LLC, a Delaware limited liability company (“Purchaser”).

FOURTH AMENDMENT TO MEMBER INTEREST PURCHASE AND SALE AGREEMENT
Member Interest Purchase and Sale Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts

THIS FOURTH AMENDMENT TO MEMBER INTEREST PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into this 25th day of June, 2010, by and between iSTAR HARBORSIDE LLC, a Delaware limited liability company (“Seller”), and TRT ACQUISITIONS LLC, a Delaware limited liability company (“Purchaser”).

SECOND AMENDMENT TO MEMBER INTEREST PURCHASE AND SALE AGREEMENT
Member Interest Purchase and Sale Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO MEMBER INTEREST PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into this 21st day of May, 2010, by and between iSTAR HARBORSIDE LLC, a Delaware limited liability company (“Seller”), and TRT ACQUISITIONS LLC, a Delaware limited liability company (“Purchaser”).

LOAN AGREEMENT by and between THE ENTITIES SET FORTH ON SCHEDULE 1, collectively, as Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION, and BANK OF AMERICA, N.A., collectively, as Lender Dated as of: June 25, 2010 Dividend Capital Fixed Rate Office...
Loan Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT (this “Agreement”) is made and entered into June 25, 2010, by and between THE ENTITIES SET FORTH ON SCHEDULE 1 (each, a “Borrower” and, collectively, “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, together with its successors and assigns, and BANK OF AMERICA, N.A., together with its successors and assigns (each, a “Co-Lender” and collectively, “Lender”).

PARTNERSHIP INTERESTS PURCHASE AND SALE AGREEMENT BETWEEN iSTAR NG INC. AND iSTAR NG GENPAR INC., COLLECTIVELY, AS SELLER AND TRT ACQUISITIONS LLC, AS PURCHASER DATED: JUNE , 2010
Partnership Interests Purchase and Sale Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • New York

This Partnership Interests Purchase and Sale Agreement (this “Agreement”) is made and entered into by and between Purchaser and Seller.

PURCHASE AND SALE AGREEMENT BETWEEN THE ENTITIES SET FORTH ON SCHEDULE 1.1.1, AS SELLER AND TRT ACQUISITIONS LLC, AS PURCHASER DATED: MAY 3, 2010
Purchase and Sale Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • New York

NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants and agreements set forth herein, as well as the sums to be paid by Purchaser to Seller, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Purchaser and Seller agree as follows:

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING AMERICAN FINANCIAL EXCHANGE, L.L.C., PLAZA X URBAN RENEWAL ASSOCIATES L.L.C. and PLAZA X LEASING ASSOCIATES L.L.C. Mortgagor to NEW YORK LIFE INSURANCE COMPANY, Mortgagee...
Security Agreement and Fixture Filing • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Mortgage”), dated as of June 25, 2010, from AMERICAN FINANCIAL EXCHANGE, L.L.C. (“AFE”), PLAZA X URBAN RENEWAL ASSOCIATES L.L.C. (“Plaza X Urban Renewal”) and PLAZA X LEASING ASSOCIATES L.L.C. (“Plaza X Leasing”; AFE, Plaza X Urban Renewal and Plaza X Leasing are referred to herein individually and collectively, as the context may require, as “Mortgagor”), each a New Jersey limited liability company, having an office at c/o Dividend Capital, 518 17th Street, Suite 1700, Denver, Colorado 80202, to NEW YORK LIFE INSURANCE COMPANY (“Mortgagee”), a New York mutual insurance company, having an office at 51 Madison Avenue, New York, New York 10010-1603.

Contract
Master Repurchase and Securities Contract • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • New York

THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of June 25, 2010 (this “Agreement”), is made by and between TRT LENDING SUBSIDIARY I, LLC, a Delaware limited liability company (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, “Buyer”). Seller and Buyer (each a “Party”) hereby agree as follows:

LOAN AGREEMENT (FLOATING RATE PORTFOLIO) between TRT NOIP FLOATING MEZZ HOLDCO LLC, a Delaware limited liability company, and TRS NOIP MEZZ HOLDCO LLC, a Delaware limited liability company, individually and collectively, as Borrower and iSTAR...
Loan Agreement • August 13th, 2010 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT (FLOATING RATE PORTFOLIO) (this “Agreement”) dated as of June , 2010, by TRT NOIP FLOATING MEZZ HOLDCO LLC, a Delaware limited liability company (“TRT Borrower”), and TRS NOIP MEZZ HOLDCO LLC, a Delaware limited liability company (“TRS Borrower”; TRT Borrower and TRS Borrower are individually and collectively referred to hereinafter as “Borrower”), jointly and severally, each having an address at c/o Dividend Capital Total Realty Trust, 518 17th Street, Denver, Colorado 80202 and iSTAR FINANCIAL INC., a Maryland corporation (together with its successors and assigns, hereinafter referred to as “Lender”), with offices at 1114 Avenue of the Americas, New York, New York 10036.

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