EXHIBIT 10.5
ENVIRONMENTAL INDEMNITY AGREEMENT
ENVIRONMENTAL INDEMNITY AGREEMENT made as of January 6, 2006, by CAPE PLACE
(DE), LLC, CLAYTON PLACE (DE), LLC, JACKSONVILLE PLACE (DE), LLC, MACON PLACE
(DE), LLC, MARTIN PLACE (DE), LLC, MURRAY PLACE (DE), LLC, RIVER PLACE (DE),
LLC, TROY PLACE (DE), LLC and EDR LEASE HOLDINGS, LLC, each a Delaware limited
liability company and EDR CLEMSON PLACE LIMITED PARTNERSHIP, a Delaware limited
partnership, each having an office at c/o Education Realty Operating
Partnership, LP, 530 Oak Court Drive, Suite 300, Memphis, Tennessee 38117
(hereinafter collectively referred to as "Borrower") and EDUCATION REALTY
OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("EROP"), having an
office at 530 Oak Court Drive, Suite 300 Memphis, Tennessee 38117( Borrower and
EROP are hereinafter collectively referred to as "Indemnitor"), in favor of
LaSalle Bank, National Association, as Trustee under that certain Pooling and
Servicing Agreement dated as of February 10, 2005 (the "PSA"), for the
Registered Holders of Greenwich Capital Commercial Funding Corp. Commercial
Mortgage Trust 2005-GG3 Commercial Mortgage Pass-Through Certificates, Series
2005-GG3 ("Lender").
Preliminary Statement
WHEREAS, Lender is the holder of a loan (the "Loan") in the
principal amount of $98,660,000, evidenced by a certain Promissory Note (the
"Note") in the same principal amount given by Borrower to Greenwich Capital
Financial Products, Inc. ("Original Lender") and secured by, among other things,
those a certain Mortgages/Deeds of Trust/Deeds to Secure Debt, Assignment of
Rents and Security Agreement made by Borrower to Original Lender (collectively,
the "Instrument"); and
WHEREAS, Borrower owns or has rights in all of the real properties
and improvements to be encumbered by each Instrument (individually, each a
"Property" and collectively, the "Properties"); and
WHEREAS, Lender, as the holder of the Note and beneficiary under the
Instrument, has been asked to consent to (i) the conversion of Clemson Place
(DE), LLC into EDR Clemson Place Limited Partnership (the "Conversion"); (ii)
the transfer of 100% of the membership interests or limited partnership
interests, as applicable in Borrowers and EDR Clemson Place GP, LLC, the general
partner of EDR Clemson Place Limited Partnership (the ("Transfer"), from Place
Mezz Borrower, LLC to EROP and (iii) the assumption by EROP of certain
obligations under the Loan Documents (the "Assumption") and in connection with
the Conversion, Transfer and Assumption, Lender has also been asked to consent
to certain leases (the "Master Leases"), all as more fully set out in the
Consent, Ratification, Assumption and Release Agreement (the "Consent") of even
date herewith. The Conversion, Transfer, Assumption and Master Leases are
sometimes referred to herein collectively as the "Transactions"; and
WHEREAS, Indemnitor as a result of the Transactions will have a
direct or indirect ownership interest in Borrower and will derive economic or
other benefits from the Consent; and
WHEREAS, as a condition to the Consent, Lender requires Indemnitor
to provide certain indemnities concerning Hazardous Materials (as hereinafter
defined) and Asbestos (as hereinafter defined); and
WHEREAS, to induce Lender to consummate the above described
transaction, Indemnitor has agreed to enter into this Agreement;
NOW THEREFORE, Indemnitor hereby represents, warrants and covenants to
Lender as follows:
1. Indemnitor represents and warrants that except as disclosed in the
Environmental Report (as defined in the Loan and Security Agreement dated
December 3, 2004 between Borrower and Original Lender) delivered to Original
Lender prior to the Closing under the Loan and Security Agreement, (i) to the
best of Indemnitor's knowledge, after due inquiry and investigation, (a) there
are no Hazardous Materials or Asbestos on any Property, except those in
compliance with all applicable Hazardous Materials Law (as hereinafter defined),
and (b) no owner or occupant nor any prior owner or occupant of any Property has
received any notice or advice from any governmental agency or any source
whatsoever with respect to Hazardous Materials or Asbestos on, from or affecting
any Property; and (ii) to the best of Indemnitor's knowledge, no property
adjoining any of the Properties is being used, or has ever been used at any
previous time, for the disposal, storage, treatment, processing or other
handling of Hazardous Materials or Asbestos.
2. Indemnitor covenants that (i) each of the Properties shall be kept free
of Hazardous Materials and Asbestos, except for those Hazardous Materials
necessary for the operation of such Property, provided that Indemnitor complies
with all applicable Hazardous Materials Law and (ii) neither Indemnitor nor any
occupant of any of the Properties shall use, transport, store, dispose of or in
any manner deal with Hazardous Materials or Asbestos on any Property, except for
those Hazardous Materials necessary for the operation of such Property, provided
that such materials are used, transported, stored and disposed of in compliance
with all applicable Hazardous Materials Law. Indemnitor shall comply with, and
ensure compliance by all occupants of the Properties with, all applicable
Hazardous Materials Law, and shall keep the Properties free and clear of any
liens imposed pursuant to such Hazardous Materials Law. Indemnitor shall conduct
and complete all investigations, studies, sampling, and testing, and all
remedial actions necessary to clean up and remove any Hazardous Materials and
Asbestos from any of the Properties in accordance with all applicable Hazardous
Materials Law.
3. (a) Indemnitor covenants and agrees at its sole cost and expense, to
protect, defend, indemnify and hold Lender and Original Lender, their directors,
officers, shareholders, employees, agents, successors, assigns and attorneys
harmless from and against any and all losses (including diminution in the value
of any of the Properties), liabilities, obligations, claims, damages, penalties,
causes of action, fines, costs and expenses, including without limitation,
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litigation costs (including, without limitation, attorneys' fees, expenses, sums
paid in settlement of claims and any such fees and expenses incurred in
enforcing this Agreement or collecting any sums due hereunder), other than those
arising solely from the willful misconduct of Lender (collectively, the
"Indemnified Claims"), directly or indirectly imposed upon or incurred by or
asserted against Original Lender, Lender, their directors, officers,
shareholders, employees, agents, successors, assigns and attorneys, whether as
mortgagee, mortgagee in possession, successor in interest to Indemnitor by
foreclosure, exercise of power of sale, acceptance of a deed-in-lieu of
foreclosure or otherwise, or in any other capacity, arising out of or in
connection with (1) any violation of Hazardous Materials Law including, without
limitation, reasonable attorney and consultant fees, investigation and
laboratory fees, court costs, and litigation expenses; (2) any lawsuit brought
or threatened, settlement reached, or government order relating to such
Hazardous Materials or Asbestos; (3) the use, generation, refining, manufacture,
transportation, transfer, production, processing, storage, handling, or
treatment of any Hazardous Materials or Asbestos, on, under, from, or affecting
any of the Properties or any other property; (4) the presence, disposal,
dumping, escape, seepage, leakage, spillage, discharge, emission, pumping,
emptying, injecting, leaching, pouring, release, or threatened release of any
Hazardous Materials or Asbestos on, under, from, or affecting any of the
Properties or any other property; (5) any remedial action, or imposition of
standards of conduct, including the clean-up, encapsulation, treatment,
abatement, removal and/or disposal of any Hazardous Materials or Asbestos on,
under, from or affecting any of the Properties or any other property to the
extent required by any Hazardous Materials Law; (6) any personal injury
(including wrongful death) or property damage (real or personal) arising out of
or related to such Hazardous Materials or Asbestos; or (7) a material
misrepresentation or material inaccuracy in any representation or warranty or a
material breach of or failure to perform any covenant made by Indemnitor in this
Agreement or in the Instrument, as applicable.
(b) Indemnitor understands and agrees that its liability to Original
Lender and Lender shall arise upon the earlier to occur of (1) the discovery of,
or the threat or suspected presence of, any Hazardous Materials or Asbestos on,
under or about any of the Properties, whether or not the Environmental
Protection Agency, any other federal agency or any state or local environmental
or other agency or political subdivision or any court, administrative panel or
tribunal has taken or threatened any action in connection with the presence, or
threatened or suspected presence, of any Hazardous Materials or Asbestos or (2)
the institution of any Indemnified Claims, and not upon the realization of loss
or damage. Indemnitor shall also indemnify and hold harmless Original Lender and
Lender from and against all loss, costs, damages, or expenses (including,
without limitation, attorney's fees) arising out of the enforcement of this
Agreement, or the assertion by any Indemnitor of any defense to its obligations
hereunder.
4. The term "Hazardous Materials" as used in this Agreement shall include,
without limitation, petroleum and petroleum products (excluding a small quantity
of gasoline used in maintenance equipment on any of the Properties in compliance
with all applicable Hazardous Materials Law), flammable explosives, radioactive
materials (excluding radioactive materials in smoke detectors), polychlorinated
biphenyls, asbestos in any form that is or could become friable, paint with more
than 0.5 percent lead by dry weight, hazardous waste, toxic or hazardous
substances or other related materials whether in the form of a chemical,
element, compound,
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solution, mixture or otherwise including, but not limited to, those materials
defined as "hazardous substances," "extremely hazardous substances," "hazardous
chemicals", "hazardous materials", "toxic substances", "toxic chemicals", "air
pollutants", "toxic pollutants", "hazardous wastes", "extremely hazardous
waste", or "restricted hazardous waste" by Hazardous Materials Law."
5. The term "Asbestos" as used in this Agreement shall mean any asbestos
or material containing asbestos.
6. The term "Hazardous Materials Law", as used in this Agreement, means
any federal, state, or local law, ordinance or regulation or any court judgment
or order of any federal, state or local agency or regulatory body applicable to
Indemnitor or to any Property relating to industrial hygiene or to environmental
or unsafe conditions including, but not limited to, those relating to the
generation, manufacture, storage, handling, transportation, disposal, release,
emission or discharge of Hazardous Materials and Asbestos, those in connection
with the construction, fuel supply, power generation and transmission, waste
disposal or any other operations or processes relating to any Property, and
those relating to the atmosphere, soil, surface and ground water, wetlands,
stream sediments and vegetation on, under, in or about any Property. "Hazardous
Materials Law" also shall include, but not be limited to, the Comprehensive
Environmental Response, Compensation and Liability Act, the Emergency Planning
and Community Right-to-Know Act of 1986, the Hazardous Materials Transportation
Act, the Resource Conservation and Recovery Act, the Solid Waste Disposal Act,
the Clean Water Act, the Clean Air Act, the Toxic Substance Control Act, the
Safe Drinking Water Act and the Occupational Safety and Health Act, and all
regulations adopted in respect to the foregoing laws.
7. This Agreement, the payment of all sums due hereunder and the
performance and discharge of each and every obligation, covenant and agreement
of Indemnitor contained herein, are, and shall be deemed to be, secured by the
Instrument.
8. Prior to an Ownership Transfer (as defined in that certain Exceptions
to Non-Recourse Guaranty dated simultaneously herewith between EROP and Lender),
the liability of Indemnitor under this Agreement shall in no way be limited or
impaired by, and Indemnitor hereby consents to and agrees to be bound by, any
amendment or modification of the provisions of the Note, the Instrument or any
other document which evidences, secures or guarantees all or any portion of the
Loan (the "Other Security Documents") to or with Lender or Indemnitor or any
person who succeeds Indemnitor as owner of any of the Properties. In addition,
the liability of Indemnitor under this Agreement shall in no way be limited or
impaired by (i) any extensions of time for performance required by the Note, the
Instrument or any of the Other Security Documents, (ii) prior to an Ownership
Transfer, any sale or transfer of all or part of any of the Properties, (iii)
except as provided herein, any exculpatory provision in the Note, the
Instrument, or any of the Other Security Documents limiting Lender's recourse to
property encumbered by the Instrument or to any other security, or limiting
Lender's. rights to a deficiency judgment against Indemnitor, (iv) the accuracy
or inaccuracy of the representations and warranties made by Indemnitor under the
Note, the Instrument or any of the Other Security Documents or herein, (v) prior
to an Ownership Transfer, the release of Indemnitor or any other person from
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performance or observance of any of the agreements, covenants, terms or
conditions contained in any of the Other Security Documents by operation of law,
Lender's voluntary act, or otherwise, (vi) the release or substitution in whole
or in part of any security for the Note, or (vii) Original Lender's or Lender's
failure to record the Instrument or file any UCC financing statements (or
Lender's improper recording or filing of any thereof) or to otherwise perfect,
protect, secure or insure any security interest or lien given as security for
the Note; and, in any such case, whether with or without notice to Indemnitor
and with or without consideration. Notwithstanding the foregoing, an Ownership
Transfer shall only affect the liability of EROP from and after the date of such
Ownership Transfer (subject, in all events, to the terms and conditions of an
Ownership Transfer as set forth in the Non-Recourse Guaranty) and Borrowers
shall remain liable for all obligations hereunder whether arising prior to or
subsequent to any such Ownership Transfer and no such Ownership Transfer shall
have any affect on Borrower's continued liability hereunder.
9. Lender may enforce the obligations of Indemnitor without first
resorting to or exhausting any security or collateral or without first having
recourse to the Note, the Instrument, or any Other Security Documents or any of
the Properties, through foreclosure proceedings or otherwise; provided, however,
that nothing herein shall inhibit or prevent Lender from suing on the Note,
foreclosing, or exercising any power of sale under, the Instrument, or
exercising any other rights and remedies thereunder.
10. The obligations and liabilities of Indemnitor under this Indemnity
shall survive any termination, satisfaction, assignment, entry of a judgment of
foreclosure, exercise of any power of sale, or delivery of a deed in lieu of
foreclosure of the Instrument; notwithstanding the foregoing, Indemnitor shall
not have any obligations or liabilities under this Indemnity with respect to
obligations and liabilities that Indemnitor can prove arose solely from
Hazardous Materials that (i) were not present on such Property prior to the date
that Lender acquired title to such Property, whether by foreclosure, exercise of
a power of sale, acceptance of a deed-in-lieu of foreclosure or otherwise and
(ii) were not the result of any act or negligence of Indemnitor or any of
Indemnitor's affiliates, agents or contractors, or which arose after an
Ownership Transfer. Notwithstanding the foregoing, an Ownership Transfer shall
only affect the liability of EROP from and after the date of such Ownership
Transfer (subject, in all events, to the terms and conditions of an Ownership
Transfer as set forth in the Non-Recourse Guaranty) and Borrowers shall remain
liable for all obligations hereunder whether arising prior to or subsequent to
any such Ownership Transfer and no such Ownership Transfer shall have any affect
on Borrower's continued liability hereunder.
11. Any amounts payable to Lender under this Agreement shall become
immediately due and payable and, if not paid within thirty (30) days of written
demand therefor, shall bear interest at a per annum rate five percent in excess
of the rate applicable to indebtedness under the Note, or the maximum rate
permitted by law from the earlier to occur of (i) the date payment is made or
loss or damage is sustained by Lender or (ii) the date Indemnitor's liability
shall arise pursuant to paragraph 3(b) hereof, until paid.
12. Indemnitor hereby waives (i) any right or claim of right to cause a
marshalling of Indemnitor's assets or to cause Lender to proceed against any of
the security for the Loan before proceeding under this Agreement against
Indemnitor; (ii) and relinquishes all rights and remedies
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accorded by applicable law to indemnitors, guarantors or sureties except any
rights of subrogation which Indemnitor may have, provided that the indemnity
provided for hereunder shall neither be contingent upon the existence of any
such rights of subrogation nor subject to any claims or defenses whatsoever
which may be asserted in connection with the enforcement or attempted
enforcement of such subrogation rights including, without limitation, any claim
that such subrogation rights were abrogated by any acts of Lender; (iii) the
right to assert a counterclaim, other than a mandatory or compulsory
counterclaim, in any action or proceeding brought against or by Lender; (iv)
trial by jury in any action or proceeding brought by Indemnitor or Lender or in
any counterclaim asserted by Lender against Indemnitor or in any matter
whatsoever arising out of or in any way connected with this Agreement; (v)
notice of acceptance hereof and of any action taken or omitted in reliance
hereon; (vi) presentment for payment, demand of payment, protest or notice of
nonpayment or failure to perform or observe, or other proof, or notice or
demand; and (vii) all homestead exemption rights against the obligations
hereunder and the benefits of any statutes of limitations or repose.
Notwithstanding anything to the contrary contained herein, Indemnitor hereby
agrees to postpone the exercise of any rights of subrogation with respect to any
collateral securing the Loan until the Loan shall have been paid in full.
13. Indemnitor shall take any and all reasonable actions, including
institution of legal action against third-parties, necessary or appropriate to
obtain reimbursement, payment or compensation from such persons responsible for
the presence of any Hazardous Materials or Asbestos at, in, on, under or near
any of the Properties or otherwise obligated by law to bear the cost. Lender
shall be and hereby is subrogated to all of Indemnitor's rights now or hereafter
in such claims.
14. Indemnitor shall cooperate with Lender, and provide access to Lender
and any professionals engaged by Lender, upon Lender's request, to conduct,
contract for, evaluate or interpret any environmental assessments, audits,
investigations, testing, sampling, analysis and similar procedures on the
Properties.
15. Indemnitor represents and warrants that:
(a) Indemnitor has the full limited liability company or limited
partnership, as applicable, power and authority to execute and deliver this
Agreement and to perform its obligations hereunder; the execution, delivery and
performance of this Agreement by Indemnitor has been duly and validly
authorized; and all requisite limited liability company or limited partnership
action, as applicable, has been taken by Indemnitor to make this Agreement valid
and binding upon Indemnitor, enforceable in accordance with its terms;
(b) Indemnitor's execution of, and compliance with, this Agreement
are in the ordinary course of business of Indemnitor and will not result in the
breach of any term or provision of the charter or by-laws of Indemnitor or
result in the breach of any term or provision of, or conflict with or constitute
a default under or result in the acceleration of any obligation under, any
agreement, indenture or loan or credit agreement or other instrument to which
Indenmitor or any of the Properties is subject, or result in the violation of
any law, rule, regulation, order, judgment or decree to which Indemnitor or any
of the Properties is subject;
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(c) There is no action, suit, proceeding or investigation pending or
threatened against Indemnitor which, either in any one instance or in the
aggregate, may result in any material adverse change in the business,
operations, financial condition, properties or assets of Indemnitor, or in any
material impairment of the right or ability of Indemnitor to carry on its
business substantially as now conducted, or in any material liability on the
part of Indemnitor, or which would draw into question the validity of this
Agreement or of any action taken or to be taken in connection with the
obligations of Indemnitor contemplated herein, or which would be likely to
impair materially the ability of Indemnitor to perform under the terms of this
Agreement;
(d) Indemnitor does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant contained in
this Agreement;
(e) No approval, authorization, order, license or consent of, or
registration or filing with, any governmental authority or other person, and no
approval, authorization or consent of any other party is required in connection
with this Agreement; and
(f) This Agreement constitutes a valid, legal and binding obligation
of Indemnitor, enforceable against it in accordance with the terms hereof.
16. No delay on Lender's part in exercising any right, power or privilege
under this Agreement shall operate as a waiver of any such privilege, power or
right.
17. Each party hereto shall, within five (5) business days of receipt
thereof, give written notice to the other party hereto of (i) any notice or
advice from any governmental agency or any source whatsoever with respect to
Hazardous Materials or Asbestos on, from or affecting any Property, and (ii) any
claim, suit or proceeding, whether administrative or judicial in nature ("Legal
Action"), brought against such party or instituted with respect to any Property,
with respect to which Indemnitor may have liability under this Agreement. Such
notice shall comply with the provisions of paragraph 19 hereof.
18. Lender shall, at all times, be free to independently establish to its
satisfaction and in its absolute discretion the existence or nonexistence of any
fact or facts the existence or nonexistence of which is a condition of this
Agreement.
19. All notices under this Agreement shall be given at the addresses and
in accordance with the criteria set forth in the Security Instrument as modified
by the Consent.
20. Indemnitor covenants and agrees that in any action or proceeding
brought by Lender against Indemnitor under this Agreement, any state or federal
court having territorial jurisdiction over such affected Property shall have
jurisdiction over any such action or proceeding.
21. The terms of this Agreement are for the sole and exclusive protection
and use of Lender. No party shall be a third-party beneficiary hereunder, and no
provision hereof shall operate or inure to the use and benefit of any such third
party.
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22. Capitalized terms used herein and not specifically defined herein
shall have the respective meanings ascribed to such terms in the Instrument.
23. This Agreement may be executed in several counterparts, each of which
counterparts shall be deemed an original instrument and all of which together
shall constitute a single Agreement. The failure of any party hereto to execute
this Agreement, or any counterpart hereof, shall not relieve the other
signatories from their obligations hereunder.
24. This Agreement may not be modified, amended, waived, extended,
changed, discharged or terminated orally or by any act or failure to act on the
part of Lender, but only by an agreement in writing signed by the party against
whom enforcement of any modification, amendment, waiver, extension, change,
discharge or termination is sought.
25. All pronouns and any variations thereof shall be deemed to refer to
the masculine, feminine, neuter, singular or plural as the identity of the
person or persons referred to may require. Without limiting the effect of
specific references in any provision of this Agreement, the term "Indemnitor"
shall be deemed to refer to Indemnitor and each person or entity comprising
Indemnitor from time to time, as the sense of a particular provision may
require, and to include the heirs, executors, administrators, legal
representatives, successors and assigns of Indemnitor, all of whom shall be
bound by the provisions of this Agreement. Each reference herein to Lender shall
be deemed to include its successors and assigns, to whose favor the provisions
of this Agreement shall also inure.
26. If Indemnitor consists of more than one person or entity, the
obligations and liabilities of each such person or entity hereunder shall be
joint and several.
27. Any one or more parties liable upon or in respect of this Agreement
may be released without affecting the liability of any party not so released.
28. The rights and remedies herein provided are cumulative and not
exclusive of any rights or remedies which Lender has under the Note, the
Instrument, or the Other Security Documents or would otherwise have at law or in
equity.
29. If any term, condition or covenant of this Agreement shall be held to
be invalid, illegal or unenforceable in any respect, this Agreement shall be
construed without such provision.
30. This Agreement shall be governed and construed in accordance with the
laws of the State of New York and the applicable laws of the United States of
America.
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IN WITNESS WHEREOF, this Agreement has been executed by Indemnitor
and is effective as of the day and year first above written.
INDEMNITOR:
CAPE PLACE (DE), LLC,
a Delaware limited liability company
By: Education Realty Operating Partnership, LP, a
Delaware limited partnership, its managing
member
By: Education Realty OP GP, Inc., a Delaware
corporation, its general partner
By: /s/ Paul O. Bower
-------------------------------------
Paul O. Bower, President
CLAYTON PLACE (DE), LLC,
a Delaware limited liability company
By: Education Realty Operating Partnership, LP, a
Delaware limited partnership, its managing
member
By: Education Realty OP GP, Inc., a Delaware
corporation, its general partner
By: /s/ Paul O. Bower
-------------------------------------
Paul O. Bower, President
(SIGNATURES CONTINUED ON NEXT PAGE)
(Signatures Continued from Previous Page)
JACKSONVILLE PLACE (DE), LLC,
a Delaware limited liability company
By: Education Realty Operating Partnership, LP, a
Delaware limited partnership, its managing
member
By: Education Realty OP GP, Inc., a Delaware
corporation, its general partner
By: /s/ Paul O. Bower
--------------------------------------
Paul O. Bower, President
MACON PLACE (DE), LLC,
a Delaware limited liability company
By: Education Realty Operating Partnership, LP, a
Delaware limited partnership, its managing
member
By: Education Realty OP GP, Inc., a Delaware
corporation, its general partner
By: /s/ Paul O. Bower
------------------------------------
Paul O. Bower, President
(Signatures Continued on Next Page)
(Signatures Continued from Previous Page)
MARTIN PLACE (DE), LLC,
a Delaware limited liability company
By: Education Realty Operating Partnership, LP, a
Delaware limited partnership, its managing
member
By: Education Realty OP GP, Inc., a Delaware
corporation, its general partner
By: /s/ Paul O. Bower
-------------------------------------
Paul O. Bower, President
MURRAY PLACE (DE), LLC,
a Delaware limited liability company
By: Education Realty Operating Partnership, LP, a
Delaware limited partnership, its managing
member
By: Education Realty OP GP, Inc., a Delaware
corporation, its general partner
By: /s/ Paul O. Bower
-------------------------------------
Paul O. Bower, President
(Signatures Continued on Next Page)
(Signatures Continued from Previous Page)
RIVER PLACE (DE), LLC,
a Delaware limited liability company
By: Education Realty Operating Partnership, LP, a
Delaware limited partnership, its managing
member
By: Education Realty OP GP, Inc., a Delaware
corporation, its general partner
By: /s/ Paul O. Bower
--------------------------------------
Paul O. Bower, President
TROY PLACE (DE), LLC,
a Delaware limited liability company
By: Education Realty Operating Partnership, LP, a
Delaware limited partnership, its managing
member
By: Education Realty OP GP, Inc., a Delaware
corporation, its general partner
By: /s/ Paul O. Bower
-------------------------------------
Paul O. Bower, President
EDR LEASE HOLDINGS, LLC, a Delaware limited
liability company
By: Education Realty Operating Partnership, LP, a
Delaware limited partnership, its managing
member
By: Education Realty OP GP, Inc., a Delaware
corporation, its general partner
By: /s/ Paul O. Bower
-------------------------------------
Paul O. Bower, President
(Signatures Continued on Next Page)
(Signatures Continued from Previous Page)
EDR CLEMSON PLACE LIMITED PARTNERSHIP, a
Delaware limited liability company
By: EDR Clemson Place GP, LLC, a Delaware limited
liability company, its general partner
By: Education Realty Operating Partnership, LP,
a Delaware limited partnership, its
managing member
By: Education Realty OP GP, Inc., a Delaware
corporation, its general partner
By: /s/ Paul O. Bower
-------------------------------------
Paul O. Bower, President
EDUCATION REALTY OPERATING
PARTNERSHIP, LP, a Delaware limited partnership
By: Education Realty OP GP, Inc., a Delaware
corporation, its general partner
By: /s/ Paul O. Bower
---------------------------------------
Paul O. Bower, President