EX-10.1 2 v308336_ex10-1.htm ASSET MANAGEMENT SERVICE AGREEMENT Execution Version
ASSET MANAGEMENT SERVICES AGREEMENT
THIS ASSET MANAGEMENT SERVICES AGREEMENT (this "Agreement") is made as of March 30, 2012 ("Effective Date") by and between KBS Acquisition Sub, LLC, a Delaware limited liability company (the "Company"), and GKK Realty Advisors LLC, a Delaware limited liability company ("Manager").
W I T N E S S E T H:
WHEREAS, pursuant to the Settlement Agreement (defined below), the Company was formed to acquire (indirectly through its Subsidiaries), from time to time, equity interests in entities that own or lease, directly or indirectly, certain real estate assets;
WHEREAS, immediately preceding the transfer of such equity interests to the Company's Subsidiaries pursuant to the Settlement Agreement, such equity interests were owned, directly or indirectly, by affiliates of Manager and the applicable underlying real estate assets have been managed by affiliates of Manager;
WHEREAS, the Company desires to have Manager provide asset management services with respect to all such real estate assets and to undertake the duties and responsibilities hereinafter set forth on behalf of the Company and its Subsidiaries as provided in this Agreement; and
WHEREAS, Manager is willing to render such services on the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:
| (a) | "Affiliate" means any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the party in question. |
| (b) | "Approved Budget" has the meaning assigned in Section 2(b). |
| (c) | "Agreement" has the meaning assigned in the first paragraph. |
| (d) | "Asset Value Documentation" has the meaning set forth in the definition of Fair Value of Company Assets. |
| (e) | "Base Management Fee" has the meaning assigned in Section 7(a). |
| (f) | "Breach" means fraud, misappropriation of funds, or embezzlement against Company by Manager in its corporate capacity (as distinguished from the acts of any employees of Manager which are taken without the complicity of any of the Executive Officers) which is not cured within thirty (30) days after notice thereof from Company. |
| (g) | "Cause" means any of the following, determined to have occurred by a majority ruling of a panel of three arbitrators (one arbitrator chosen by the Company, one arbitrator chosen by the Manager and the third arbitrator chosen by the other two arbitrators (collectively, the "Arbitrators")) to have caused material damage to the Company: (i) a Material Breach; (ii) a Material Control Failure; or (iii) a Service Failure. The parties agree to use commercially reasonable efforts to appoint the Arbitrators within seven (7) days of the receipt by Manager of written notice from Company that it intends to seek the determination discussed herein and to have any determination of "Cause" by the Arbitrators completed within thirty (30) days of submission by Company or Manager. |
| (h) | "Change of Control" means a change or series of changes in the ownership of stock or other ownership interests which would result in direct or indirect change in ownership of more than fifty percent (50%) of the outstanding stock of or other ownership interests in Manager or Gramercy Capital Corp as of the date of the execution and delivery of this Agreement. |
| (i) | "Company Account" has the meaning assigned in Section 4. |
| (j) | "Company Default" means a failure by Company to pay the Base Management Fee (other than any amounts deferred pursuant to Section 7(a) hereof), the Termination Fee, any Base Management Fee amounts accrued pursuant to Section 7(a) hereof on or prior to June 30, 2013 or the Threshold Value Profits Participation payment due to Manager under this Agreement, which failure to pay continues for five (5) business days following written notice of such default; provided, however, that such failure is not caused by any action or inaction of Manager, or any of Manager's officers, directors, managing directors, members, managers, principals, partners, shareholders, affiliates or subsidiaries. |
| (k) | "Company Portfolio Equity Value" means the net sales value of all Properties sold from and after September 1, 2011 through and including the Threshold Measurement Date (which shall be deemed to be equal to the then outstanding mortgage debt encumbering a Property if such Property is foreclosed upon by its third party institutional lender or transferred via a deed in lieu of foreclosure to such lender or designee and Company and Manager agree to value the following properties as follows in the event of a foreclosure of such properties: (i) One Citizens Plaza – $38,000,000, (ii) Jenkins Court –$10,300,000, and (iii) 801 Market – $40,300,000), plus the Fair Value of Company Assets remaining as of the Threshold Measurement Date, less the aggregate mortgage debt encumbering such assets on September 1, 2011 (reduced by any amount of principal amortized on or prior to the Threshold Measurement Date). In determining Fair Value of Company Assets, there will be a deduction for the reasonably estimated and customary costs and expenses to sell such Company Assets (for avoidance of doubt, there shall be no deduction in net sales value or Fair Value of Company Assets for any disposition fees payable to KBS REIT or any Affiliate thereof). |
| (l) | "Company's Insurance" has the meaning assigned in Section 6. |
| (m) | "Consistent with Past Practices" or words of similar import means those asset management services and practices provided to the Properties by Manager and those affiliates of Manager over the six (6) month period prior to the Effective Date. |
| (n) | "Effective Date" has the meaning assigned in the first paragraph. |
| (o) | "Executive Officers" means the President, Chief Executive Officer, General Counsel and Chief Financial Officer of Manager. |
| (p) | "Expenses" has the meaning assigned in Section 8. |
| (q) | "Fair Value of Company Assets" means the gross fair market value of the Properties and all other net assets (net of all liabilities associated with such net assets other than the aggregate mortgage debt encumbering the Properties; provided that such liabilities shall not include any repurchase obligations, mezzanine financing or other general debt obligations of the Company or its affiliates but shall expressly include future repurchase obligations, mezzanine financing and other general debt obligations of the Company and its subsidiaries solely to the extent amounts funded under any of such future repurchase obligations, mezzanine financing and other general debt obligations are disbursed to the Company or its subsidiaries) of the Company as set forth in the work papers and other supporting documentation (collectively, "Asset Value Documentation") used by KBS REIT and its accountants in determining its net asset value as reported by KBS REIT in its then most recent applicable filing with the Securities and Exchange Commission, and as certified by the Chief Financial Officer of KBS REIT as being the values contained in such work papers and other supporting documentation. |
| (r) | "Governing Instruments" means, with respect to any Person, the articles of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and partnership agreement in the case of a general or limited partnership or the articles of formation and operating agreement in the case of a limited liability company. |
| (s) | "KBS REIT" means KBS Real Estate Investment Trust, Inc. |
| (t) | "Material Breach" means fraud, misappropriation of funds, or embezzlement against Company or other willful and material violation of this Agreement by Manager in its corporate capacity (as distinguished from the acts of any employees of Manager which are taken without the complicity of any of the Executive Officers) which is not cured within thirty (30) days after notice thereof from Company and which would have a material adverse effect on the Company. Manager and Company each agree to promptly notify the other of any Material Breach that Manager or Company is aware of or becomes aware of during the Term. |
| (u) | "Material Control Failure" means any "material control weakness" identified by the Manager's independent external auditors or by the Company's internal auditors; provided, however, a Material Control Failure shall not occur if Manager has cured such breach within a period of fifteen (15) days after notice of such fact or in the case of a breach that cannot be cured, has diligently modified its internal controls in order to prevent re-occurrence. Manager and Company each agree to promptly notify the other of any Material Control Failure that Manager or Company is aware of or becomes aware of during the Term. |
| (v) | "Measurement Date Extension Conditions" means: (i) delivery of notice of election to extend provided no later than April 30, 2014; and (ii) payment to Manager of a Seven Hundred and Fifty Thousand Dollar ($750,000) extension fee paid no later than June 30, 2014. |
| (w) | "Offset Amounts" means any damages incurred by Company as a result of Cause, as determined by the Arbitrators. |
| (x) | "Person" means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing. |
| (y) | "Properties" means the fee or leasehold interest in the real estate assets described on Annex A attached hereto and made a part hereof. |
| (z) | "Sale" (or "Sells" as applicable) means any sale, transfer, conveyance or other assignment including, any long term (being more than 15 years) ground lease of all or substantially all of a Property. |
| (aa) | "Service Failure" means the failure of Manager to provide a substantively equivalent level of asset management and accounting services and performance under this Agreement which is Consistent with Past Practices; provided, however, a Service Failure shall not be deemed to have occurred if Manager has substantially cured such failure within a period of ten (10) days after written notice outlining the specific details of such failure. Manager agrees to promptly notify Company of any Service Failure that Manager is aware of or becomes aware of during the Term. |
| (bb) | "Settlement Agreement" means, collectively, that certain (a) Collateral Transfer and Settlement Agreement, dated as of September 1, 2011, by and among GKK Stars Acquisition LLC ("GKK Stars"), KBS Acquisition Sub, LLC, KBS GKK Participation Holdings I, LLC, KBS GKK Participation Holdings II, LLC, KBS Debt Holdings Mezz Holder, LLC and KBS Acquisition Holdings, LLC, and (b) Acknowledgment and Consent Agreement, dated as of September 1, 2011, by and among Goldman Sachs Mortgage Company, Citicorp North America, Inc., GKK Stars, KBS Acquisition Sub, LLC, KBS GKK Participation Holdings I, LLC, KBS GKK Participation Holdings II, LLC, KBS Debt Holdings Mezz Holder, LLC and KBS Acquisition Holdings, LLC. |
| (cc) | "Subsidiary" means any direct or indirect subsidiary of the Company, any partnership, the general partner of which is the Company or any direct or indirect subsidiary of the Company and any limited liability company, the managing member of which is the Company or any direct or indirect subsidiary of the Company. |
| (dd) | "Termination Fee" means (a) with respect to any termination of this Agreement by the Company which would be effective prior to March 31, 2014, $5,000,000, minus any Offset Amounts, (b) with respect to any termination of this Agreement by the Company which would be effective on or after March 31, 2014, and prior to March 31, 2015, $3,000,000, minus any Offset Amounts and (c) with respect to any termination of this Agreement by the Company which would be effective on or after March 31, 2015, $2,000,000, minus any Offset Amounts. |
| (ee) | "Threshold Measurement Date" means the earlier to occur of: (a) June 30, 2014 (or March 31, 2015 upon satisfaction of the Measurement Date Extension Conditions), and (b) the date on which Company, directly or indirectly, sells, conveys or otherwise transfers (together with all prior transfers) at least ninety percent (90%) of the Properties (by value), including, but not limited to a Sale, merger, reorganization, issuance of equity securities or other recapitalization of the Company or its Subsidiaries, affiliates or parent companies (whether or not the Company, its Subsidiaries, affiliates or parent companies is the surviving entity in such transaction). |
| (ff) | "Variance" has the meaning assigned in Section 2(i)(iii). |
| 2. | Appointment and Duties of Manager. |
| (a) | Appointment. For the duration of this Agreement, the Company hereby appoints Manager as its exclusive asset manager to manage the Properties subject to the further terms and conditions set forth in this Agreement. Subject to the terms and conditions of this Agreement, Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein, provided funds are made available by the Company for such purposes, as set forth in Section 8 hereof. |
| (b) | Duties. Manager will perform (or cause to be performed) the following services and activities for the Company, all of which activities shall be performed Consistent with Past Practices: |
| (i) | administering or overseeing the Company's day-to-day operations and performing and supervising the performance of other administrative functions necessary to the Company's management, including the collection of revenues and the payment of the Company's debts and obligations (subject to funds being made available to Manager to pay such debts and obligations), and in the event of an emergency, Manager shall use commercially reasonable efforts to notify Company of such emergency as soon as reasonably possible; |
| (ii) | serving as the Company's consultant with respect to the periodic review of the Properties; |
| (iii) | investigating, analyzing and selecting possible opportunities for the sale of any one or more of the Properties; |
| (iv) | retaining and supervising third parties or affiliates to provide property management services with respect to those Properties that are not otherwise managed by a tenant pursuant to the terms of such tenant's lease; |
| (v) | engaging and supervising, on the Company's behalf and at the Company's expense, independent contractors which provide real estate-related services, property management services, legal services, accounting services, due diligence services and such other services as may be required relating to the Properties; |
| (vi) | to the extent expressly authorized by the Company in writing, negotiating, and closing on the Company's behalf the sale, exchange or other disposition of any of the Properties (it being understood that third party fees and expenses may be incurred at the Company's expense in connection with any such disposition efforts); |
| (vii) | arranging, negotiating, coordinating and managing operations of any joint venture or co-investment interests held by the Company with respect to the Properties and conducting all matters with any joint venture or co-investment partners; |
| (viii) | monitoring the operating performance of the Properties; |
| (ix) | providing or overseeing the following accounting related services: |
| (1) | administration and maintenance of general ledger in JDEdwards using a chart of accounts approved by the Company, provided that the Manager shall commence the conversion to the MRI accounting system promptly after the Effective Date, which conversion shall be completed as expeditiously as reasonably possible thereafter with a target date of December 31, 2012. Manager agrees to make available to Company sufficient and appropriate personnel (information technology personnel working on the conversion during 2012) and resources to complete the conversion to the MRI accounting system as provided herein. Upon request of the Company provided no later than September 1, 2012, the Manager shall retain, at Manager's sole cost and expense, up to two (2) additional full-time employees (or independent contracts working forty (40) hours per week) to assist in completing the aforementioned conversion as provided herein. Company agrees to train Manager's employees in the MRI accounting system at the Company's sole cost and expense. The Company's books are to be separate from GKK Star's, Manager's and/or any other Subsidiary's books and new JDEdwards entries (or MRI entries depending on the timing) with balances beginning at zero are to be set up for the Company's books on the date the equity interest in such Properties are acquired by the Company or its Subsidiaries pursuant to the terms of the Settlement Agreement. All leasing data relating to the Properties shall be transferred or copied over to new entities, but receivable balances shall reflect accounts receivable owed to the Company as of the date the equity interest in such Properties were acquired by the Company or its Subsidiaries pursuant to the terms of the Settlement Agreement. Straightlining of rent shall begin as of the date the equity interest in such Properties were acquired by the Company or its Subsidiaries pursuant to the terms of the Settlement Agreement as opposed to the start date of the lease (unless the lease start date is after the date the equity interest in such Properties are acquired by the Company or its Subsidiaries pursuant to the terms of the Settlement Agreement). Manager will be responsible for the recordation of FAS141 based on numbers provided by the Company in both the general ledger and FAS depreciation system; |
| (2) | administration and maintenance of general ledger on both a cash and US GAAP basis. US GAAP shall include, among other things, straightlining of rent, FAS 141 setup and maintenance, and proper treatment of lease incentives; provided, however, until the conversion to a MRI accounting system, Manager and the Company agree that Manager shall provide to the Company a monthly estimate of the cash ledger requirement; |
| (3) | monthly cash cutoff, other than at the end of the calendar year, shall be on the 20th of each month. Accruals are to be through the end of each month; |
| (4) | administration and maintenance of a general ledger trial balance, balance sheet, income statement and certain other reports the Manager customarily prepares in the normal course of business and periodic distribution of such reports to the Company; |
| (5) | preparation of period-end reconciliations and associated period-end journal entries for all significant balance sheet accounts; |
| (6) | accounting oversight including review of monthly trial balances and supporting documentation; |
| (7) | ensure that all expense invoices are submitted for "proper approval" before processing them for payment; |
| (8) | administration of accounts payable (including check generation and wire transfers); |
| (9) | administration of timely payment and recordation of any required principal and interest payments under any underlying debt of the Properties; |
| (10) | administration of recurring cash transfers between bank accounts; |
| (11) | determine monthly accruals for any costs incurred and unpaid, regardless of whether actual invoice has been received, including fixed expenses, and non-recurring expenses such as repair and maintenance and capital expenditures. Accruals will be reviewed with the budget and changes will be recommended as necessary and reflected in accruals. Notwithstanding the foregoing, Manager does not currently perform monthly accruals for capital expenditures and subject to the approval of Company, instead, Manager will implement a quarterly accrual process for construction in process, beginning with the fourth quarter of 2011. All other accruals will be prepared monthly; |
| (12) | administration of accounts receivable and collections including daily posting of cash receipts; |
| (13) | maintenance of lease database including preparation of lease abstracts for new and modified lease agreements and preparation of related schedules such as lease inventory reports and rent rolls; |
| (14) | recording and maintenance of depreciation and amortization on all the following basis- GAAP, tax, and E&P. Depreciation is to be available as requested in a excel downloaded format; |
| (15) | monitor the Company's compliance with internal policy guidelines as provided by the Company, including those applicable under Sarbanes-Oxley and including loan covenants with respect to applicable financing arrangements; |
| (16) | act as liaison between the Company and its independent accountants to provide backup and answer questions with respect to information presented on the general ledger, trial balance, balance sheet, income statement and certain other reports the Manager customarily prepares in the normal course of business; and |
| (17) | maintenance of all accounting records supporting the financial statements (consistent with the Company's record retention program) in reasonable fashion and separate and discrete from the Manager's accounting records. |
| (x) | advising the Company with respect to qualifying to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; |
| (xi) | assisting the Company in complying with all regulatory requirements applicable to the Company in respect of its business activities; |
| (xii) | assisting with the preparation of work papers for required tax filings and reports; |
| (xiii) | communicating on the Company's behalf, with any first mortgage lenders having loans on any of the Properties and with any landlords with respect to any leased Properties and providing written reports to such lenders in connection therewith to the extent required by the loan documents applicable to such loans; |
| (xiv) | using commercially reasonable efforts to oversee the property managers and to not consent or authorize the property managers to incur expenses by or on behalf of the Company other than in accordance with the Approved Budget (subject to any variance permitted in accordance with the applicable property management agreements); |
| (xv) | provide additional services reasonably requested by Company which are consistent with the services currently being provided by Manager as of the Effective Date (for purposes of clarification, if any requested services will require Manager to hire new employees, then such services shall fall under romanette (xvi) below); and |
| (xvi) | providing additional services to, or for the benefit of, the Company as may be mutually agreed upon by the Company and Manager (which additional services may require the payment of additional fees to Manager as may be agreed upon by Company and Manager). |
| (c) | 404 Services. As of the Effective Date of this Agreement, the Manager shall: |
| (i) | provide Company with reasonable access to internal documents, reports, risk assessments, process narratives and other information pertaining to and/or used by Manager in connection with ensuring compliance with Section 404 of the Sarbanes-Oxley Act; |
| (ii) | allow Company's internal audit to perform property audits, walkthroughs, process documentation, control testing and any other procedure needed to comply with Section 404 of the Sarbanes-Oxley Act on an annual basis; |
| (iii) | make changes as reasonably requested by the Company to its accounting reporting requirements; and |
| (iv) | make available to the Company, its internal audit team and its accountants all necessary books, records and other information needed in order to permit Company to complete ongoing audits. |
| (d) | Property Management Subcontracts. Consistent with Past Practices and subject to the prior written approval of Company, such approval not to be unreasonably withheld, delayed or conditioned, Manager may enter into agreements with other parties (on the Company's standard form), including its affiliates, at market rates and costs for the purpose of engaging one or more property managers for and on behalf, and at the sole cost and expense, of the Company to provide property management and/or similar services to the Company with respect to the Properties. Notwithstanding the foregoing, all new property management contracts shall be terminable upon thirty (30) days notice without penalty. |
| (e) | Other Service Providers. Manager may retain for, and on behalf of, the Company, and at the sole cost and expense of the Company, at market rates and costs, such services of accountants, legal counsel, appraisers, insurers and brokers, among others, including Manager's affiliates, as Manager deems necessary or advisable in connection with the management and operations of the Company and the provision of its duties under this Agreement; provided, that any such agreement entered into with an affiliate of Manager to perform any such services shall be engaged on terms no more favorable to such affiliate than would be obtained from a third party on an arm's-length basis and if the costs and expenses of such third party contracts exceed $10,000 in any calendar year they will be subject to the Company's approval. Notwithstanding the foregoing, all new third party contracts shall be terminable upon thirty (30) days' notice without penalty. |
| (f) | Claims. Should any claims, demands, suits or other legal proceedings in respect to any of the Properties be made or instituted against Company or any Subsidiary, Manager shall reasonably assist the Company in the defense or other disposition thereof. |
| (g) | Employees. All matters pertaining to the employment, supervision, compensation and promotion of Manager's employees are the sole responsibility of Manager. |
| (h) | Reporting Requirements. |
| (i) | Manager shall prepare, or cause to be prepared, with respect to the Properties: (a) reports and information on the Properties' operations and performance as described on Annex B attached hereto in form and substance and to the extent Consistent with Past Practice; and (b) such other reports as may be reasonably requested by Company. Monthly and quarterly books shall be finalized and available for review by Company as soon as reasonably practicable and in any event shall be available for review by Company within seven (7) business days following the 20th of each month other than December and within seven (7) business days following December 31st; |
| (ii) | On a monthly basis, up until the conversion to the MRI accounting system, Manager shall datafeed or upload the general ledger information from JDEdwards into a format acceptable and uploadable by the MRI accounting system once the books are finalized in accordance with the timelines to be set forth in this Agreement. In addition, Manager shall make any additional datafeeds or uploads, as needed, to incorporate any changes made to the books following the Company's review and approval of such information; and |
| (iii) | Manager shall prepare, or cause to be prepared, all materials and data necessary to complete an annual audit of the Company's books of account by a nationally recognized independent accounting firm of good reputation, initially Ernst & Young. |
| (iv) | Additionally and notwithstanding anything in this Agreement to the contrary, Manager acknowledges and agrees that it will prepare the financial accounting reports required by all mortgage loans which affect the Properties, including, without limitation, those set forth in the loan agreement referenced in that certain First Amendment to Substitute Loan A dated September 1, 2011, executed by, among other parties, Gramercy Investment Trust and the borrowers referred to therein (and specifically including those financial reporting requirements set forth under Section 3.13(c) of the loan agreement referred to in the First Amendment). |
| (i) | Budgets and Business Plans: |
| (1) | The operating and capital budget (the "Budget") for the operation, repair and maintenance of each of the Properties for 2012 (the "2012 Budget") has been submitted to, and has been approved by, Company. On or before the date specified each year by the Company (but no earlier than July 31st, nor later than October 31st), Manager shall prepare and submit to Company a preliminary Budget for the next calendar year followed by a final Budget for the next calendar year, incorporating any changes requested by Company. Such Budgets shall be uploadable by the MRI accounting system and shall: |
| (A) | Be prepared on a GAAP/NOI and/or accrual basis, as directed by Company; provided, however, until the conversion to a MRI accounting system, Manager and the Company agree that Manager shall provide to the Company a monthly estimate of the cash requirements for the 2012 Budget; |
| (B) | Show a month by month projection of income, expenses, capital expenditures and reserves. After written approval of each such Budget by Company (each such approved Budget being an "Approved Budget"), Manager shall oversee the implementation by the property managers of the Approved Budget; and |
| (C) | Manager shall (on a monthly basis for the prior month) notify Company of any changes of more than five percent (5%) to material line items in the Approved Budget (the "Variance"). |
| (2) | Manager shall provide Company each year with a draft of a business plan Consistent with Past Practices for each of the Properties, on or before the date specified by Company (but no earlier than July 31st nor later than October 31st). For significant Properties in major metropolitan areas, Manager shall provide Company such other information reasonably requested by Company including: (i) a list of all properties competitive with the Properties, a list of the tenants of each and all other reasonably available information for such competitive properties, and (ii) basic demographic data relating to the market area of the Properties, including population growth, major employers, employment and unemployment levels and, if a property is a retail property, retail sales and housing starts in such area. |
| (3) | From time to time, upon Company's request, such other information with regard to Properties as may reasonably be requested including the following: |
| (A) | Supporting leases and lease abstracts as requested; |
| (B) | Cash flow projection broken out by NOI, capital expenditures, debt service payments, principal draws and paydowns, and projected net sales proceeds updated as requested over the assets' expected hold period to the extent Company advises Manager of such hold period (or if not provided, the hold period shall be deemed to be equal to 5 years), but at a minimum on a quarterly basis and provided in a format approved by Company; and |
| (C) | Property Performance Report ("PPR"): Manager shall provide to Company a monthly PPR for each of the Properties, in the form attached hereto as Annex C. Manager shall use good faith efforts to provide such PPRs to Company by the third week of each calendar month, but in any event, shall provide such monthly PPRs to Company by the last day of the month following the month with respect to which the PPR is applicable. |
| (j) | Use of Manager's Funds. Manager shall not be required to expend money in excess of that contained in any applicable Company Account or otherwise made available by the Company to be expended by Manager hereunder. |
| (k) | Reliance by Manager. Manager, in performing its duties under this Section 2, shall be entitled to rely on qualified experts and professionals (including, without limitation, accountants, legal counsel and other professional service providers) hired by Manager at the Company's sole cost and expense. |
| (l) | Payment and Reimbursement of Expenses. The Company shall pay all expenses, and reimburse Manager for Manager's expenses incurred on its behalf, in connection with any such services to the extent such expenses are reimbursable by the Company to Manager pursuant to Section 8 hereof. |
| (m) | View Only Access. Until the conversion to the MRI accounting system is completed, Manager agrees to provide the Company with view only access to Manager's GLI accounting information and to Manager's FAS depreciation software; provided that Manager and Company shall cooperate in good faith to obtain any necessary licensing for Company to use the Manager's FAS depreciation software. |
| 3. | Dedication; Other Activities. |
| (a) | Devotion of Time. Manager will provide a management team ("Team") to deliver the management services to the Company hereunder. Manager covenants to the Company that the Team shall devote sufficient time to the management of the Company to satisfy its responsibilities under this Agreement and to properly perform its duties and obligations under this Agreement. The Company shall have the benefit of Manager's reasonable judgment and effort in rendering services and, in furtherance of the foregoing, Manager shall not undertake activities which, in its reasonable judgment, will adversely affect the performance of its obligations under this Agreement. |
| (b) | Other Activities. Except to the extent set forth in clause (a) above, nothing herein shall prevent Manager or any of its affiliates or any of the officers and employees of any of the foregoing from engaging in other businesses, or from rendering services of any kind to any other Person. |
| 4. | Bank Accounts. At the direction of the Company, Manager may establish and maintain on behalf of the Company one or more bank accounts in the name of the Company or any other Subsidiary (any such account, a "Company Account"), collect and deposit funds into any such Company Account and disburse funds from any such Company Account, Consistent with Past Practices and in accordance with the terms of this Agreement. Notwithstanding the foregoing, Manager shall designate control of any such Company Account to the Company and the Company shall give to Manager joint signature authority with respect to checks for such bank accounts. Manager shall from time to time render appropriate accountings of such collections and payments to the Company and, upon request, to the auditors of Company as set forth in Section 2 of this Agreement. The bank at which such accounts will be maintained shall be subject to the approval of Company. |
| 5. | Records; Confidentiality. |
| (a) | Records. Manager shall maintain appropriate books of account and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company at any time during normal business hours. |
| (b) | Confidentiality. Manager shall keep confidential any nonpublic information obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement), except: (i) with the prior written consent of the Company; (ii) to legal counsel, accountants and other professional advisors; (iii) to appraisers, consultants, financing sources and others in the ordinary course of the Company's business; (iv) to governmental officials having jurisdiction over the Company; (v) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors; or (vi) as required by law or legal process to which Manager or any Person to whom disclosure is permitted hereunder is a party. The foregoing shall not apply to information which has previously become available through the actions of a Person other than Manager not resulting from Manager's violation of this Section 5(b). The foregoing is not intended to prevent Manager or its Affiliates from, and Manager is permitted to, bid on Properties offered for sale by the Company even if such bid utilizes confidential information; provided, however, prior to bidding or participating in any foreclosure sale of any of the Properties, (i) Manager or any Affiliate of Manager shall first notify Company and KBS REIT in writing of Manager's or any of its Affiliate's interest in bidding on any such foreclosure sales of any Properties, (ii) Manager shall represent and warrant to Company and KBS REIT in writing that Manager is unaware of any material information (whether written or oral) relating to the Properties offered for sale that is not available to the Company, and (iii) Manager shall recuse itself from the sales process for such Properties, and Manager shall not be privy to any other bids for such Properties. |
| 6. | Obligations of Manager; Restrictions. |
| (a) | Restrictions. Manager shall refrain from any action that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or the Properties. Furthermore, Manager shall use its good faith, commercially reasonable efforts to not authorize the property managers to take actions that would cause the Company to incur costs in excess of that set forth in the Approved Budget (plus any variance afforded the property managers pursuant to the property management agreements) without first advising the Company of such costs and obtaining their approval. If Manager is ordered to take any such action by the Company, Manager shall promptly notify the Company of Manager's judgment that such action would violate any such law, rule or regulation or would be for a cost in excess of that set forth in the Approved Budget. Notwithstanding the foregoing, the Manager, shall not be liable to the Company or any Subsidiary, or any of the Company's stockholders, members or partners for any act or omission by Manager, its managers, directors, officers, employees or agents taken in good faith or except as provided in Section 10 hereof. |
| (b) | Manager's Insurance. Manager shall maintain the following insurance in Manager's name applicable to Manager's activities under this Agreement (collectively, "Manager's Insurance"): (i) "errors and omissions" coverage with an aggregate policy limit of $10,000,000, (ii) commercial crime coverage with an aggregate policy limit of not less than $1,000,000, (iii) broad form commercial general liability coverage in an amount not less than $20,000,000 combined single limit, (iv) automobile liability coverage for both owned and non-owned vehicles, in an amount not less than $5,000,000 combined single limit and (v) workers compensation insurance as required by law covering all Manager's employees (and, when required by law, compulsory non-occupational disability insurance). |
| (c) | Manager's Insurance Requirements. Manager's Insurance shall be underwritten by reputable, financially sound companies. Manager shall furnish Company with certificates evidencing Manager's Insurance within ten (10) business days following the Effective Date and thereafter upon renewing or replacing such insurance. Manager's Insurance policies shall provide that they may not be cancelled or modified unless thirty (30) days' prior written notice of such cancellation or modification has been provided to Company. Company shall be named as a loss payee on Manager's commercial crime insurance policy. |
| (d) | Company's Insurance. Company and Manager acknowledge and agree that Company, at its expense, has obtained property and liability insurance with respect to the Properties and shall maintain and keep in force such property and liability insurance to the extent reasonably and commercially feasible ("Company's Insurance"). Company shall deliver to Manager certificates of insurance evidencing Company's Insurance within ten (10) business days following the Effective Date, which certificates shall state that Company's Insurance shall be primary and non-contributory as to claims made against Company and Manager and which are not covered by Manager's indemnity pursuant to Section 10 below. Manager shall be named as an additional insured on Company's liability insurance and evidence thereof shall be furnished to Manager. Manager shall furnish any information that is reasonably requested or required by Company for the purpose of establishing the placement of insurance coverage and shall aid and cooperate in every reasonable way with respect to such insurance and any loss thereunder. Manager shall promptly notify Company and the insurance carrier if Manager receives notice of any loss, damage or injury with respect to any of the Properties. Company shall cause Manager to be covered as an additional insured under Company's Commercial General Liability Insurance covering the Properties. To the extent that Company is entitled to any Offset Amounts with respect to the Termination Fee, Manager shall be entitled to receive any subsequent recoveries from any insurance policies relating to such Offset Amounts. Company shall use commercially reasonable efforts to pursue any insurance claims relating to Offset Amounts. |
| (a) | Management Fee. For the entire term of this Agreement, Company hereby agrees to pay to Manager a management fee equal to $12,000,000 per year in equal monthly installments of $1,000,000, plus reimbursement of all property related expenses paid by Manager on behalf of Company (together, the "Base Management Fee"), payable monthly in arrears, plus the amount, if any, of the Threshold Value Profits Participation, as described below. Notwithstanding the foregoing, the Company shall have the right to defer the payment of a portion of the Base Management Fee equal to $166,667 per month commencing with the month during which the Effective Date occurs and continuing until the earlier of (i) the date upon which the aggregate amount of the accrued Base Management Fee equals the Maximum Accrual Amount (as hereinafter defined) or (ii) June 30, 2013. The aggregate amount of any deferred Base Management Fees pursuant to the previous sentence shall at no time exceed $2,500,000 (the "Maximum Accrual Amount"). The aggregate amount of the Base Management Fee so deferred shall be due and payable on June 30, 2013. |
| (b) | Threshold Value Profits Participation. |
| (i) | Calculation. Company shall also pay to Manager a contractual (with no equity interest in Company whatsoever) profits participation ("Threshold Value Profits Participation") in an amount equal to the greater of: (a) $3,500,000; and (b) ten percent (10%) of the amount, if any, by which Company Portfolio Equity Value exceeds the sum of (i) Three Hundred Seventy-Five Million Dollars ($375,000,000), plus (ii) all new cash contributions invested into Company by KBS REIT or any of, its Affiliates and/or joint venture partner(s), (in all events, excluding cash in the amount of $154,900,000, which was on hand in the Company on September 1, 2011) less (iii) all cash distributions (excluding reimbursement of expenses paid by KBS REIT or any of its Affiliates or joint venture partners on behalf of the portfolio) out of the Company to KBS REIT or any of its Affiliates and/or joint venture partner(s) (such greater amount of (a) and (b) being referred to herein as the "Target Threshold Value"). Notwithstanding anything in this Agreement to the contrary, the Threshold Value Profits Participation shall not exceed $12,000,000. For the avoidance of doubt, an example of the calculation of the Threshold Value Profits Participation is attached hereto as Annex D. |
| (ii) | Segregated Company Funds. Upon the earlier to occur of: (a) April 1, 2014 (deferred to January 1, 2015 upon satisfaction of the Measurement Date Extension Conditions); and (b) the date on which Company, directly or indirectly, Sells, sixty percent (60%) of the Properties, by value, (including as a result of any merger, reorganization, issuance of equity securities or other recapitalization of the Company or its Subsidiaries, affiliates or parent companies (whether or not the Company, its Subsidiaries, Affiliates or parent companies is the surviving entity in any such transaction), Company shall immediately cause to be on deposit in a designated reserve held by the Company, in unrestricted cash, an amount at least equal to $3,500,000. |
| (iii) | Reporting; Inspections. Manager will require, and Company shall provide: (i) an unaudited annual balance sheet and quarterly unaudited balance sheets of Company, each certified by the Chief Financial Officer of the Company; (ii) Asset Value Documentation (to be delivered no later than five (5) days following the public disclosure by KBS REIT of its net asset value); (iii) if this Agreement has been terminated prior to such date, any other reports and information reasonably requested by Manager and reasonably available to Company to verify or determine the amounts included in the calculation of the Threshold Value Profits Participation; (iv) notice of all new cash contributions into and cash distributions out of the Company; and (v) notice of all Affiliate transactions along with detail confirming those transaction are on third party terms. If Manager does not agree with the values of any net assets in the Company for the calendar year in which the Threshold Measurement Date occurs submitted by Company as set forth above, then Company shall make available to an independent third party selected by Manager and reasonably acceptable to Company (the "Third Party Reviewer") the applicable Company books and records for such Third Party Reviewer to value such net assets. If such Third Party Reviewer's valuation differs in any manner from the Company's valuation of any net asset(s) and within seven (7) days of the receipt of such Third Party Reviewer’s valuation by the parties the Company and Manager are still not able to agree on the value of the applicable net asset(s), then within seven (7) days of the receipt of such Third Party Reviewer's valuation by the parties, each of the Company and the Manager shall choose an arbitrator, and such arbitrators shall work in good faith to agree upon the value of the applicable net asset(s) within thirty (30) days of their selection. In the event such arbitrators cannot agree upon a value, they shall choose a third arbitrator who shall work in good faith to determine the value of the applicable net asset(s) within fifteen (15) days of his/her selection and such valuation shall be accepted by Company and Manager and shall be determinative and final. Representatives of the Manager shall have the right to inspect the books and records of the Company and its Subsidiaries at any time during normal business hours upon reasonable notice to the Company. |
| (iv) | Determination of Threshold Value Profits Participation. The obligation to pay the Threshold Value Profits Participation to Manager is fully vested in Manager as of the date hereof and shall survive any termination of the Agreement. The terms and provisions of this Agreement relating to the determination of the Threshold Value Profits Participation shall survive any termination of this Agreement. The amount, if any, of the Threshold Value Profits Participation payable to Manager shall be determined on the Threshold Measurement Date (whether or not this Agreement has been terminated prior to such date). |
| (v) | Payment. Payment of the Threshold Value Profits Participation shall be due and payable in cash (except as otherwise set forth in the following sentence), within ten (10) business days following the calculation of Company Portfolio Equity Value which must be completed no later than sixty (60) days following the Threshold Measurement Date. If the Company sells Properties, or is itself sold, directly or indirectly, for non-cash consideration, Manager shall be paid a pro-rata portion of the Threshold Value Profits Participation in the form of such non-cash consideration. Notwithstanding the foregoing, if, prior to the Threshold Measurement Date, Company makes distributions in excess of the Target Threshold Value, Manager shall receive, out of any such excess distributions (i.e. distributions in excess of Target Threshold Value), advance payments on the Threshold Value Profits Participation. |
| (vi) | Survival. The obligation to pay the Threshold Value Profits Participation shall survive any direct or indirect Sale by Company, its parent or any Subsidiary, of all or any portion of the direct or indirect equity interests in Company or any of the direct or indirect equity interests in the entities which own the Properties (including, without limitation any merger, reorganization, issuance of equity securities or other recapitalization of the Company or its Subsidiaries, Affiliates or parent companies (whether or not the Company, its Subsidiaries, Affiliates or parent companies is the surviving entity in such transaction)). |
| (c) | No Interest in Company or Properties. Notwithstanding anything in this Agreement to the contrary, both Company and Manager acknowledge and agree that (i) the Threshold Value Profits Participation are simply contractual rights being granted by Company to Manager in this Agreement, and (ii) Manager shall have no equity interest whatsoever in the Properties, the Company or any of the Company's Subsidiaries. |
| (d) | No Breach Event. The Company and Manager each acknowledge that (i) each of the Company and GKK Stars has completely satisfied each and every one of its respective obligations of under the Settlement Agreement to the date of this Agreement, (ii) no Breach Event has occurred under the Settlement Agreement, and (iii) none of the Company or any affiliate of the Company has any right under the Settlement Agreement to (A) offset any amounts then and thereafter owing to Manager under this Agreement or (B) seek the return from Manager or any affiliate of Manager of any amounts accrued and paid under this Agreement. Manager acknowledges that GKK Stars still has continuing obligations set forth under Section 5.8 of the Settlement Agreement. In addition, the Manager represents and warrants to the Company that, to the actual knowledge of Roger Cozzi, Timothy J. O'Connor, Allan B. Rothschild and Jon Clark, the executive officers of Manager, (1) GKK Stars has completely satisfied each and every one of its respective obligations under the Settlement Agreement to the date of this Agreement, and (2) no Breach Event has occurred under the Settlement Agreement. |
| (e) | Releases. Each of the Company and the Manager acknowledge and agree on behalf of themselves and their respective officers, directors, managing directors, members, managers, principals, partners, shareholders, affiliates, subsidiaries, agents, attorneys, employees, heirs, executors, administrators, legal representatives, successors and assigns that the Release Effective Date (as defined in the Settlement Agreement) has occurred. |
| 8. | Expenses. So long as such expenses are incurred by Manager in good faith in furtherance of the services provided by Manager under this Agreement, the Company shall pay all of its expenses and shall reimburse Manager for its documented reasonable expenses incurred on the Company's behalf in accordance with this Agreement (collectively, the "Expenses"). Expenses include all reasonable and customary costs and expenses which are expressly designated elsewhere in this Agreement as the Company's expenses, together with the following: |
| (a) | travel and out-of pocket expenses incurred in connection with the sale or disposition of a Property; |
| (b) | costs of third-party professional fees including, but not limited to, legal, accounting, tax, auditing and other similar services performed for the Company; |
| (c) | compensation and expenses, including salary, bonuses, health and welfare benefits and liability insurance, for employees and independent contractors assigned to one or more Properties; |
| (d) | costs associated with establishing and maintaining bank accounts; |
| (e) | costs associated with any computer hardware or software used for the Company, including, but not limited to, any software or licenses required for Manager's use of the MRI accounting system; |
| (f) | costs and expenses incurred contracting with third parties, including affiliates of Manager; |
| (g) | all other costs associated with the Company's business and operations, including, but not limited to, costs of owning, protecting, maintaining, developing and disposing of Properties, including appraisal, engineering and environmental studies, reporting, audit and legal fees; |
| (h) | costs and expenses charged by states and municipalities on entities doing business in those locations; |
| (i) | costs and expenses incurred in connection with corporate and partnership maintenance and legal compliance including annual filing fees, state fees, service company charges and other items; and |
| (j) | all expenses actually incurred by Manager which are reasonably necessary for the performance by Manager of its duties and functions in accordance with the terms of this Agreement. |
Manager may retain third parties including accountants, legal counsel, real estate underwriters and brokers, among others, on the Company's behalf, and be reimbursed for such services. The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination.
| 9. | Expense Reports and Reimbursements. Manager shall prepare a statement documenting the Expenses incurred during, and deliver the same to the Company within thirty (30) days following the end of, each month. Expenses incurred by Manager on behalf of the Company shall be reimbursed by the Company within twenty (20) days following delivery of the expense statement by Manager. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement. |
| 10. | Limits of Manager Responsibility; Indemnification. |
| (a) | Pursuant to this Agreement, Manager will not assume any responsibility other than to render the services called for hereunder and will not be responsible for any action of the Company in following or declining to follow its advice or recommendations. Except in the event of a Material Breach, Manager will not be liable to the Company, any Subsidiary, any of their directors, officers, stockholders, managers, owners or partners for acts or omissions performed or not performed in accordance with and pursuant to this Agreement. In no event shall any Affiliate of the Manager or any of the Manager's or its Affiliates respective members, stockholders, partners, managers, directors, officers, employees and agents be liable to the Company, any Subsidiary, any of their directors, officers, stockholders, managers, owners or partners for acts or omissions performed or not performed in accordance with, pursuant to or otherwise in connection with this Agreement The Company agrees to indemnify Manager and its Affiliates and their respective members, stockholders, partners, managers, directors, officers, employees and agents with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims arising from acts or omissions of Manager performed in good faith in accordance with and pursuant to this Agreement and not resulting from the gross negligence or willful misconduct of Manager or as a result of the reckless disregard by Manager of its duties hereunder, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction; provided, however, Manager first agrees to (i) make all necessary claims under the Manager's Insurance that Manager is required to carry under this Agreement, (ii) use best efforts to pursue such claims until completion, and (iii) first use all proceeds of such claims, prior to making any claims against the Company under this Section 10. Manager agrees to indemnify Company and its directors and officers with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims arising from acts of Manager constituting willful misconduct, gross negligence or reckless disregard of its duties under this Agreement by Manager, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. The provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement. |
| (b) | In the event of a Breach, regardless of whether or not such Breach is a Material Breach, (i) Manager shall reimburse Company (A) any funds or monies which Company loses due to fraud, misappropriation of funds or embezzlement by Manager in its corporate capacity and (B) all out of pocket costs and expenses incurred by the Company relating to such matters and (ii) the Company shall be entitled to pursue all rights and remedies available at law or in equity, except as otherwise set forth herein. |
| 11. | No Joint Venture/Independent Contractor. Nothing in this Agreement shall be construed to make the Company and Manager partners or joint venturers or impose any liability as such on either of them. Manager in performance of its duties however is an independent contractor. |
The "Term" of this Agreement is from the Effective Date through December 31, 2015, subject to (a) the right of the Company to terminate this Agreement (with no requirement of Cause) with an effective termination date only on March 31 or September 30 of any calendar year, but at no time prior to April 1, 2013, and only upon 90 days prior written notice delivered by the Company to the Manager, which notice shall be irrevocable, and (b) the right of the Manager to terminate this Agreement (with no requirement of a Company Default) with an effective termination date no earlier than December 31, 2012, and only upon no less than 90 days prior written notice delivered by the Manager to the Company. Notwithstanding the foregoing, this Agreement (1) may not be terminated by the Company prior to April 1, 2013, or the Manager prior to December 31, 2012; and (2) may be terminated: (i) at any time after April 1, 2013 by Company on five (5) business days' prior written notice for Cause; or (ii) at any time by Manager on five (5) business days' prior written notice in the event of a Company Default. Upon any termination of the Manager by the Company after April 1, 2013 and prior to December 31, 2015, the Company shall pay the applicable Termination Fee to Manager in immediately payable funds on or prior to the effective date of termination. No Termination Fee shall be payable by the Company in connection with a termination of this Agreement by the Manager, other than in connection with a Company Default.
| 13. | Action Upon Termination or Expiration of Agreement. Without limiting the obligation of Company to pay to Manager the Threshold Value Profits Participation and the Termination Fee, and without limiting the obligation of the Company to continue to comply with the reporting requirements contained herein for the benefit of Manager which shall expressly survive any termination of this Agreement, from and after the effective date of a termination of this Agreement, Manager shall not be entitled to the Base Management Fee for further services under this Agreement, but shall be paid all compensation accruing to the date of termination and shall be reimbursed for properly incurred expenses. Upon such termination or expiration, Manager shall reasonably promptly: |
| (a) | after deducting any accrued compensation and reimbursement for Expenses to which it is then entitled, pay over to the Company all money collected and held for the account of the Company pursuant to this Agreement; |
| (b) | deliver to the Company a full accounting, including a statement showing all payments collected and all money held by it, covering the period following the date of the last accounting furnished to the Company with respect to the Company and through the termination date; and |
| (c) | upon notice of termination of this Agreement, Manager shall immediately gather all books, records, accounts and any and all other records, documents or materials relating to the Properties or the Company as may be in the possession or control of Manager, including, without limitation, diskettes containing reports or other materials generated in connection with the performance by Manager of its services hereunder, originals of all insurance policies, bills of sale, leases, licenses, service contracts, permits, plans, equipment, tools, supplies and keys with respect to the Properties; and Manager shall provide to Company a list of employees who perform services relating to the Properties after Manager has determined which of such employees shall be terminated. Upon the effective date of termination, Manager shall (i) deliver to Company or its designee all of such books, records, accounts and other materials and any and all other records or documents pertaining to the Properties, whether or not enumerated herein, which are necessary or desirable for the ownership and operation of the Properties, (ii) assign to Company any and all rights Manager may have in and to any existing contracts, licenses and permits relating to the operation and maintenance of the Properties, if any, (iii) provide the Company with access to Manager's electronic accounting and leasing data so that such information can be uploaded into the Company's accounting and property management systems, and (iv) furnish such information and take all such actions as Company shall reasonably require, in order to effectuate an orderly and systematic ending of the duties and activities of Manager under this Agreement. |
| (d) | so long as no Company Default has occurred, make available to Company sufficient and appropriate personnel (information technology personnel working on the conversion during 2012) and resources to complete the conversion to the MRI accounting system as provided in Section 2(b)(ix)(1) hereof as expeditiously as possible and Company shall pay for Manager’s employees’ work in connection with such conversion at a commercially reasonable hourly rate. |
| 14. | Release of Money or other Property Upon Written Request. Manager agrees that any money or other property of the Company held by Manager under this Agreement shall be held by Manager as custodian for the Company, and Manager's records shall be clearly and appropriately marked to reflect the ownership of such money or other property by the Company. Upon the receipt by Manager of a written request signed by a duly authorized officer of the Company requesting Manager to release to the Company any money or other property then held by Manager for the account of the Company under this Agreement, Manager shall release such money or other property to the Company within ten (10) business days following such request. Manager shall not be liable to the Company, any Subsidiary or any of their respective directors, officers, stockholders, managers, owners or partners for any acts or omissions by the Company in connection with the money or other property released to the Company in accordance with the terms hereof. The Company shall indemnify Manager and its affiliates and their respective members, stockholders, partners, managers, directors, officers, employees and agents against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever which arise in connection with Manager's release of such money or other property to the Company in accordance with the terms of this Section 14. Indemnification pursuant to this Section 14 shall be in addition to any right to indemnification under Section 10. |
| 15. | Notices. Unless expressly provided otherwise in this Agreement, all notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when delivered against receipt or upon actual receipt of (a) personal delivery, (b) delivery by a reputable overnight courier, (c) delivery by facsimile transmission against answerback, or (d) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: |
| If to the Company: | c/o KBS Capital Advisors, LLC |
| | 620 Newport Center Drive, Suite 1300 |
| | Newport Beach, CA 92660 |
| | Attn: Brian Ragsdale and David Snyder |
| | |
| With a copy to: | Greenberg Traurig, LLP |
| | 3161 Michelson Drive, Suite 1000 |
| | Irvine, CA 92612 |
| | Attn: L. Bruce Fischer |
| | |
| With a copy to: | Mayer Brown LLP |
| | 700 Louisiana, Suite 3400 |
| | Houston, Texas 77002 |
| | Attn: Ronald M. Shoss |
| | |
| If to Manager: | c/o Gramercy Capital Corp. |
| | 420 Lexington Avenue |
| | New York, New York 10170 |
| | Attention: Roger M. Cozzi and Allan B. Rothschild |
| | |
| With a copy to: | Skadden Arps, Slate, Meagher & Flom LLP |
| | Four Times Square |
| | New York, New York |
| | Attn: Harvey R. Uris |
Any party may change the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 15 for the giving of notice.
| 16. | Binding Nature of Agreement; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided in this Agreement. |
| 17. | Entire Agreement; Amendments. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter of this Agreement. The express terms of this Agreement controls and supersedes any course of performance and/or usage of the trade inconsistent with any of the terms of this Agreement. This Agreement may not be modified or amended other than by an agreement in writing signed by the parties hereto. |
| 18. | Governing Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed, interpreted and enforced in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. Any legal suit, action or proceeding arising out of or relating to this Agreement may at the instituting party's option be instituted in any Federal Court in the City of New York, County of New York, pursuant to Section 5-1402 of the New York General Obligations Law and each party hereto waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and each party hereto hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. |
| 19. | Indulgences, Not Waivers. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. |
| 20. | Titles Not to Affect Interpretation. The titles of sections, paragraphs and subparagraphs contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation of this Agreement. |
| 21. | Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts of this Agreement, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. |
| 22. | Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. |
| 23. | Principles of Construction. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. All references to recitals, sections, paragraphs and schedules are to the recitals, sections, paragraphs and schedules in or to this Agreement unless otherwise specified. |
| 24. | Assignment; Change of Control of Manager. Manager may not assign its duties under this Agreement except as described in this Section 24. Manager may assign this Agreement, manager's duties hereunder or direct or indirect interests in Manager so long as the assignee or Manager, as the case may be, shall be controlled, directly or indirectly, by Gramercy Capital Corp. For avoidance of doubt the purposes of this Section 24, Gramercy Capital Corp. shall include any successor to Gramercy Capital Corp. whether by merger, consolidation or similar business combination transaction, however characterized. Furthermore, Manager may assign, freely, to one or more persons or entities its rights to receive the Threshold Value Profits Participation and/or the Termination Fee. This Agreement may not be assigned by Company without the prior written consent of the Manager. |
| 25. | No Personal Liability. None of the members, owners, partners (general or limited), direct or indirect, officers, directors, shareholders, employees, agents, trustees or representatives of Company, any Subsidiary or Manager shall be liable, accountable or subject to any suit for any costs, expenses, or liability arising directly or indirectly, out of Company's or Manager's (as applicable) failure or refusal to satisfy its obligations hereunder or out of the transactions contemplated by this Agreement. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
[SIGNATURE PAGES TO FOLLOW]
| | KBS ACQUISITION SUB, LLC
a Delaware limited liability company |
| | |
| | By: | /s/ David E. Snyder |
| | | Name: David E. Snyder
Title: Chief Financial Officer |
| | GKK REALTY ADVISORS LLC
a Delaware limited liability company |
| | |
| | By: | /s/ Timothy J. O'Connor |
| | | Name: Timothy J. O'Connor
Title: President |
Annex A
List of the Properties
| Property Number | Property Name | Address Line | City | St | Zip |
| 4203 | 4203-CHURCH STREET | 101 Church Street | Selma | AL | 36701 |
| 3655 | 3655 - Douglas | 99 AL Highway 168 | Horton | AL | 35980 |
| 4202 | 4202-ATHENS | 201 W. Green Street | Athens | AL | 35611 |
| 4204 | 4204-COLLEGE STREET | 110 E. College Street | Enterprise | AL | 36330 |
| 4206 | 4206-MADISON STREET | 508 Madison Street | Huntsville | AL | 35801 |
| 4208 | 4208-SAND MOUNTAIN | 116 Sand Mountain Drive | Albertville | AL | 35950 |
| 4318 | 4318-HILLCREST ROAD | 891 Hillcrest RD | Mobile | AL | 36695 |
| 108 | 0108 - Park Hill | 3200 John F. Kennedy Blvd. | N. Little Rock | AR | 72116 |
| 5201 | 5201-Bentonville | 808 S. Walton Rd. | Bentonville | AR | 72712 |
| 5203 | 5203-Mountain Home Mn-Mn Bldng | 650 South Street | Mountain Home | AR | 72653 |
| 107 | 0107 - Broadmoor | 1705 E Harding | Pine Bluff | AR | 71601 |
| 4209 | 4209-CENTRAL AVENUE | 835 Central Ave | Hot Springs | AR | 71901 |
| 4210 | 4210-CONWAY | 1023 Main Street | Conway | AR | 72032 |
| 4211 | 4211-DEWITT HENRY DRIVE | 1500 W. DeWitt Hentry Drive | Beebe | AR | 72012 |
| 4217 | 4217-SOUTH DENVER | 201 S. Denver | Russellville | AR | 72801 |
| 5003 | 5003 Camelback Uptwn-Mn Bldng | 51 E. Camelback Road | Phoenix | AZ | 85012 |
| 5004 | 5004 Camelback-Bank Am | 1825 E. Buckeye Road | Phoenix | AZ | 85034 |
| 5005 | 5005 Catalina-Bank Ame | 1825 E. Buckeye Road | Phoenix | AZ | 85034 |
| 5006 | 5006 Maricopa-Bank Ami | 1825 E. Buckeye Road | Phoenix | AZ | 85034 |
| 5007 | 5007 McDowell-Bank Ame | 1825 E. Buckeye Road | Phoenix | AZ | 85034 |
| 5008 | 5008 Mesa Main - Main Building | 63 W. Main Street | Mesa | AZ | 85201 |
| 5009 | 5009 South Mountain | 1825 E. Buckeye Road | Phoenix | AZ | 85034 |
| 5204 | 5204 - RH Johnson-Mn Bldng | 19022 R.H. Blvd | Sun City | AZ | 85375 |
| 2309 | 2909 - Torrance | 22150 Hawthorne Boulevard | Torrance | CA | 90503 |
| 2321 | 2921 - Santa Monica | 429 Santa Monica Blvd. | Santa Monica | CA | 90401 |
| 4552 | 4552 - Cameron Park | 4011 Plaza Goldorado | Cameron Park | CA | 95682 |
| 4553 | 4553 - El Dorado Hills Branch | 3880 El Dorado Hills Blvd | El Dorado Hills | CA | 95762 |
| 4554 | 4554 - West Placerville Branch | 3970 J Missouri Flat Road | Placerville | CA | 95667 |
| 4555 | 4555 - Roseville Branch Branch | 1801 Douglas Boulevard | Roseville | CA | 95661 |
| 4556 | 4556 - Sonora Branch | 229 South Washington | Sonora | CA | 95370 |
| 4557 | 4557 - Sutter Creek | 11 Ridge Road | Sutter Creek | CA | 95685 |
| 4558 | 4558 - Valley Springs | 87 Highway 26 | Valley Springs | CA | 95252 |
| 4559 | 4559 - Lake Community Bank | 805 11th Street | Lakeport | CA | 95453 |
| 5010 | 5010 Auburn | 900 High Street | Auburn | CA | 95603 |
| 5011 | 5011 Bixby-Atlantic | 3804 Atlantic Avenue | Long Beach | CA | 90801 |
| 5012 | 5012 Calwa | 2611 S. Cedar Avenue | Fresno | CA | 93725 |
| 5013 | 5013 Cedar & Shields | 3435 N. Cedar Avenue | Fresno | CA | 93726 |
| 5014 | 5014 Coronado Branch | 1199 Orange Avenue | Coronado | CA | 92118 |
| 5015 | 5015 East Baskerfield | 1201 Baker Street | Bakersfield | CA | 93305 |
| 5016 | 5016 East Compton Brnch | 518 S. Long Beach Boulevard | Compton | CA | 90221 |
| 5017 | 5017 El Segundo | 835 N. Sepulveda Boulevard | El Segundo | CA | 90245 |
| 5021 | 5021 Escondido Main | 220 S. Escondido Blvd. | Escondido | CA | 92025 |
| 5022 | 5022 Fresno Proof/Vault | 2111 Tuolumme Street | Fresno | CA | 93721 |
| 5023 | 5023 Gardena Main | 1450 W. Redondo Beach Blvd. | Gardena | CA | 90247 |
| 5024 | 5024 Glendale Main | 345 N. Brand Blvd. | Glendale | CA | 91203 |
| 5025 | 5025 Inglewood Main | 330 E. Manchester Blvd. | Inglewood | CA | 90301 |
| 5026 | 5026 Inland Empire Cash | 1275 S. Dupont Avenue | Ontario | CA | 91761 |
| 5027 | 5027 Irvine Industrial | 4101 Mac Arthur Blvd. | Newport Beach | CA | 92660 |
| 5030 | 5030 Lincoln Heights | 2400 N. Broadway | Los Angeles | CA | 90031 |
| 5031 | 5031 Long Beach Financl | 150 Long Beach Blvd. | Long Beach | CA | 90802 |
| 5032 | 5032 Lynwood Branch | 3505 E. Imperial Highway | Lynwood | CA | 90262 |
| 5034 | 5034 North Hollywood | 5025 Lankershim Blvd. | North Hollywood | CA | 91601 |
| 5035 | 5035 North Sacramento | 1830 Del Paso Blvd. | Sacramento | CA | 95815 |
| 5036 | 5036 Oak Park Branch | 3810 Broadway | Sacramento | CA | 95817 |
| 5037 | 5037 Palmdale Branch | 839 E. Palmdale Blvd. | Palmdale | CA | 93550 |
| 5038 | 5038 Pico-Vermont Brnch | 1232 S. Vermont Blvd. | Los Angeles | CA | 90006 |
| 5039 | 5039 Pomona Main | 444 S. Garey Avenue | Pomona | CA | 91766 |
| 5040 | 5040 Red Bluff Branch | 955 Main Street | Red Bluff | CA | 96080 |
| 5041 | 5041 Redding Main Branch | 1661 East Street | Redding | CA | 96001 |
| 5042 | 5042 Riverside Main | 3650 14th Street | Riverside | CA | 92501 |
| 5043 | 5043 Salinas Main Brnch | 405 Main Street | Salinas | CA | 93901 |
| 5044 | 5044 San Bernadino Main | 303 N. D Street | San Bernadino | CA | 92401 |
| 5045 | 5045 Santa Barbara | 834 State Street | Santa Barbara | CA | 93101 |
| 5046 | 5046 Santa Maria Branch | 300 Town Center East | Santa Maria | CA | 93454 |
| 5047 | 5047 Sepulveda-Devonshr | 10300-10306 Sepul Veda Blvd. | Mission Hills | CA | 91345 |
| 5048 | 5048 - Stockdale-Main Building | 5021 California Avenue | Bakersfield | CA | 93309 |
| 5049 | 5049 Stockton Main Offc | 110 E. Weber Street | Stockton | CA | 95202 |
| 5050 | 5050 Sunnyvale Main | 444 S. Mathilda Avenue | Sunnyvale | CA | 94086 |
| 5051 | 5051 Torrance Sartori | 1255 Sartori Avenue | Torrance | CA | 90501 |
| 5053 | 5053 Ventura Main Offic | 1130 S. Victoria | Ventura | CA | 93003 |
| 5054 | 5054 Whittier Office | 7255 S. Greenleaf Avenue | Whittier | CA | 90602 |
| 5055 | 5055 Willow-Daisy Brnch | 600 W. Willow Street | Long Beach | CA | 90806 |
| 5056 | 5056 Yuba City Branch | 1100 Butte House Road | Yuba City | CA | 95991 |
| 5205 | 5205 - Arnold | 1082 Highway 4 | Arnold | CA | 95223 |
| 5206 | 5206 - Bay-Fair | 1200 Fairmont Drive | San Leandro | CA | 94578 |
| 5208 | 5208 - Burlingame-Mn Bldng | 400 El Camino Real | Burlingame | CA | 94010 |
| 5209 | 5209 - Canoga Park Branch | 22004 Sherman Way | Canoga Park | CA | 91303 |
| 5210 | 5210 - College Heights | 2800 Oswell Street | Bakersfield | CA | 93306 |
| 5211 | 5211 - Dinuba | 240 East Tulare Street | Dinuba | CA | 93618 |
| 5212 | 5212 - East Fresno | 4445 East Tulare Street | Fresno | CA | 93702 |
| 5214 | 5214 - Eureka Main | 334 F Street | Eureka | CA | 95501 |
| 5215 | 5215 - Folsom | 403 East Bidwell Street | Folsom | CA | 95630 |
| 5216 | 5216 - Fort Bragg | 228 North Main Street | Fort Bragg | CA | 95437 |
| 5217 | 5217 - Hanford - Main Building | 180 North Redington | Hanford | CA | 93230 |
| 5218 | 5218 - Healdsburg | 502 Healdsburg Ave | Healdsburg | CA | 95448 |
| 5219 | 5219 - Hemet Branch | 1687 East Florida Ave | Hemet | CA | 92544 |
| 5220 | 5220 - Hilltop | 1300 Hilltop Drive | Redding | CA | 96003 |
| 5222 | 5222 - Lemoore | 338 West D Street | Lemoore | CA | 93245 |
| 5223 | 5223 - Lincoln Village | 503 West Benjiman Holt Drive | Stockton | CA | 95207 |
| 5224 | 5224 - Livermore | 1748 Railroad Ave | Livermore | CA | 94550 |
| 5225 | 5225 - Martin Luthr Kng Jr. | 4103 South Western Ave | Los Angeles | CA | 90062 |
| 5227 | 5227 - Mission-23rd | 2701 Mission Street | San Francisco | CA | 94110 |
| 5228 | 5228 - Montrose Branch | 2320 Honolulu Ave | Montrose | CA | 91020 |
| 5229 | 5229 - Ontario Plaza Branch | 910 North Mountain Ave | Ontario | CA | 91762 |
| 5230 | 5230 - Orangevale Branch | 8890 Greenback Lane | Orangevale | CA | 95662 |
| 5231 | 5231 - Oroville | 1820 Oro Dam Boulevard | Oroville | CA | 95966 |
| 5234 | 5234 - Pleasanton | 337 Main Street | Pleasanton | CA | 94566 |
| 5235 | 5235 - Porterville-Mn Bldng | 345 North Main Street | Porterville | CA | 93257 |
| 5236 | 5236 - Reedley | 936 G Street | Reedley | CA | 93654 |
| 5237 | 5237 Reseda Branch | 18120 Sherman Way | Reseda | CA | 91335 |
| 5238 | 5238 - Ridgecrest | 101 West Ridgecrest | Ridgecrest | CA | 93555 |
| 5240 | 5240 - Sherman Oaks | 14701 Ventura Boulevard | Sherman Oaks | CA | 91403 |
| 5241 | 5241 - Slauson Vermont | 5700 South Vermonth Ave | Los Angeles | CA | 90037 |
| 5242 | 5242 - St. Helena | 101 Adams Street | St. Helena | CA | 94574 |
| 5243 | 5243 - Stockton Agri-Center | 407 North Wilson Way | Stockton | CA | 95205 |
| 5245 | 5245 - Susanville | 50 N Gay Street | Susanville | CA | 96130 |
| 5246 | 5246 - Toluca Lake | 4123 West Olive Ave | Burbank | CA | 91505 |
| 5247 | 5247 - Turlock - Main Building | 501 East Main Street | Turlock | CA | 95380 |
| 5248 | 5248 - Vacaville Financial | 150 Parker Street | Vacaville | CA | 95688 |
| 5249 | 5249 - Vernon Branch | 3810 S. Santa Fe Ave | Vernon | CA | 90058 |
| 5250 | 5250 - West Los Angls Brnch | 11501 Santa Monica Blvd | W. Los Angeles | CA | 90025 |
| 5251 | 5251 - Williow Glen | 1245 Lincoln Avenue | San Jose | CA | 95125 |
| 2208 | 2208 - San Rafael | 1200 5th Avenue | San Rafael | CA | 94901 |
| 4565 | 4565 - 12th Street | 545 12th Street | Paso Robles | CA | 93446 |
| 4566 | 4566 - Vine Street | 1222-1224 Vine Street | Paso Robles | CA | 93446 |
| 4567 | 4567 - Arroyo Grande | 1255 E. Grande Avenue | Arroyo Grande | CA | 93420 |
| 4568 | 4568 - Santa Maria | 2339 S. Broadway | Santa Maria | CA | 93454 |
| 5033 | 5033 - Merced | 710 W. Main Street | Merced | CA | 95340 |
| 5253 | 5253 - Batterson | 70 Batterson Park Rd | FArmington | CT | 06032 |
| 5255 | 5255 - Greenwich | 240 Greenwich Ave | Greenwich | CT | 06830 |
| 71010 | Clinton East Main | 156 East Main Street | Clinton | CT | 06413 |
| 71011 | Railroad Avenue | 16 Railroad Avenue | Plainfield | CT | 06374 |
| 71012 | Shunpike Road | 61 Shunpike Road | Cromwell | CT | 06416 |
| 71013 | Whalley Avenue | 395 Whalley Avenue | New Haven | CT | 06511 |
| 752 | FS Wilmington, LP | 3 Beaver Valley Road | Wilmington | DE | 19083 |
| 5259 | 5259 - North Wakefield Dr | 300 North Wakefield Dr | Newark | DE | 19702 |
| 113 | 0113 - Holiday | 2123 US Hwy. 19N | Holiday | FL | 34691 |
| 115 | 0115 - New Smyma Bch E | 763 E. 3rd Avenue | New Smyrna Beac | FL | 32169 |
| 116 | 0116 - Orange City | 850 S. Volusia Avenue | Orange City | FL | 32763 |
| 209 | 0109 - E. Colonial Drive Thr | 4450 East Colonial Drive | Orlando | FL | 32803 |
| 217 | 0917 - Inverness | 2875 E. Gulf to Lake Highway | Inverness | FL | 34450 |
| 2910 | 3910 - E. Pembrok Pins | 8411 Pines Boulevard | Pembroke Pines | FL | 33024 |
| 2926 | 2926 - Del Prado | 2503 Del Prado | Cape Coral | FL | 33904 |
| 3006 | 3006 -Silver Lakes | 18395 Pines Boulevard | Pembroke Pines | FL | 33029 |
| 3008 | 3008 -WinterPark Alm | 200 Aloma Avenue | Winter Park | FL | 32789 |
| 3009 | 3009 - Winterpark Tmpl | 1400 Howell Branch Road | Winter Park | FL | 32789 |
| 3119 | 3119 - 47TH TERRACE OFFICE | 1645 SE 47th Terrace | Cape Coral | FL | 33904 |
| 3120 | 3120 - ALTAMONTE CROSSING | 151 N. State Road 434 | Altamont Spring | FL | 32714 |
| 3122 | 3122 - BERNWOOD PARK | 12851 Bonita Beach Road | Bonita Springs | FL | 34135 |
| 3123 | 3123 - BLOOMINGDALE | 110 W. Bloomingdale Ave | Brandon | FL | 33511 |
| 3124 | 3124 - BRADENTON CITY | 921 Manatee Ave. W. | Bradenton | FL | 34205 |
| 3125 | 3125 - BRANDON | 510 Oakfield Drive | Brandon | FL | 33511 |
| 3126 | 3126 - CEDAR SHORES OFFICE | 3620 SE Maricamp Road | Ocala | FL | 34471 |
| 3128 | 3128 - CHARLOTTE HARBOR OFFICE | 22627 Bayshore Road | Port Charlotte | FL | 33980 |
| 3130 | 3130 - CORDOVA-PENSACOLA | 4710 Bayou Blvd. | Pensacola | FL | 32503 |
| 3132 | 3132 - CYPRESS POINT | 1300 Palm Coast Parkway | Palm Coast | FL | 32137 |
| 3133 | 3133 - DEERFIELD BEACH (H.S.) | 3325 W. Hillsboro Road | Deerfield Beach | FL | 33442 |
| 3135 | 3135 - EAST COMMERCIAL BLVD | 2660 E Commercial Blvd. | Fort Lauderdale | FL | 33308 |
| 3137 | 3137 - GROVE CITY OFFICE | 2691 Placida Road | Grove City | FL | 34224 |
| 3139 | 3139 - HOLLY HILL OFFICE | 555 Ridgewood Ave. | Holly Hill | FL | 32117 |
| 3140 | 3140 - HUDSON OFFICE | 9005 State Rd. 52 | Hudson | FL | 34669 |
| 3141 | 3141 - LARGO OFFICE | 13175 Walsingham Rd. | Largo | FL | 33774 |
| 3143 | 3143 - MARCO ISLAND OFFICE | 615 Elkcam Circle | Marco Island | FL | 34145 |
| 3145 | 3145 - NEW CITRUS PARK | 7919 Gunn Highway | Tampa | FL | 33626 |
| 3147 | 3147 - NORTH LOCKWOOD RIDGE | 6056 N LOCKWOOD RIDGE RD | SARASOTA | FL | 34243 |
| 3155 | 3155 - SAWGRASS | 12396 W. Sunrise Blvd. | Plantation | FL | 33323 |
| 3159 | 3159 - VERO-WEST (1ST AM) | 4000 20th Street | Vero Beach | FL | 32960 |
| 3160 | 3160 - WEST BRADENTON | 4601 Manatee Ave. W. | Bradenton | FL | 34209 |
| 3209 | 3209 - LAND O'LAKES OFFICE | 21708 State Rd. 54 | Lutz | FL | 33549 |
| 3314 | 3314 - Dade City | 14210 7th St | Dade City | FL | 33523 |
| 3319 | 3319 - Downtown Laklnd | 113 S Tennesee Ave | Lakeland | FL | 33801 |
| 3320 | 3320 - Dwntwn St Ptrsb | 410 Central Avenue | St. Petersburg | FL | 33701 |
| 3328 | 3328 - Kings Point | 6646 W Atlantic Ave | Delray Beach | FL | 33446 |
| 3331 | 3331 - New Warrngtn Rd | 21 New Warrington Rd | Pensacola | FL | 32506 |
| 3332 | 3332 - Ocean Ridge | 4600 Ocean Blvd | Boynton Beach | FL | 33435 |
| 3333 | 3333 - Okeechob Trnpke | 5849 Okeechobee Blvd | West Palm Beach | FL | 33417 |
| 3339 | 3339 - South Fort Myrs | 12751 S Cleveland Ave | Fort Myers | FL | 33907 |
| 3341 | 3341 - West Hollywood | 6015 Washington St | Hollywood | FL | 33023 |
| 3342 | 3342 - Westward | 2701 Okeechibee Blv | West Palm Beach | FL | 33409 |
| 3600 | 3600 - Cypress Lake Drive | 7750 Cypress Lake Drive | Fort Myers | FL | 33907 |
| 3625 | 3625 - The Avenues | 10625 Philips Hwy | Jacksonville | FL | 32256 |
| 4001 | 4001C - Baymeadows Ops | 8324 Baymeadows Way | Jacksonville | FL | 32256 |
| 4003 | 4003B - Combee | 1414 South Combee Rd | Lakeland | FL | 33801 |
| 4012 | 4012B - Lantana | 1500 W Lantana Rd | Lantana | FL | 33462 |
| 4014 | 4014B - Monument Rd | 9580 Regency Square Blvd | Jacksonville | FL | 32225 |
| 4016 | 4016B - North Boca Ratn | 3601 N. Federal Highway | Boca Raton | FL | 33431 |
| 4019 | 4019D - Palatka | 200 Reid Street | Palatka | FL | 32177 |
| 4020 | 4020B - Ridge Road | 8423 Moon Lake Road | New Port Richey | FL | 34654 |
| 4021 | 4021B - Rockledge | 201 North Church Street | Rockledge | FL | 32955 |
| 4022 | 4022B - S. Mandarin | 12222 San Jose Blvd. | Jacksonville | FL | 32223 |
| 4025 | 4025B - Westside | 4328 Blanding Blvd. | Jacksonville | FL | 32210 |
| 5057 | 5057 Century Park | 1000 Century Park Road | Tampa | FL | 33607 |
| 5058 | 5058 Clermont - Main Building | 690 E. Highway 50 | Clermont | FL | 34711 |
| 5059 | 5059 Cordova | 5041 Bayou Blvd. | Pensacola | FL | 32503 |
| 5062 | 5062 Gulf to Bay - Main Bldng | 1640 Gulf to Bay Blvd. | Clearwater | FL | 33755 |
| 5063 | 5063 Hallandale Beach | 801 E. Hallandale Blvd. | Hallandale | FL | 33009 |
| 5064 | 5064 Jacksonville #100 | 9000 Southside Blvd. | Jacksonville | FL | 32256 |
| 5065 | 5065 Jacksonville #200 | 9000 Southside Blvd. | Jacksonville | FL | 32256 |
| 5066 | 5066 Jacksonville #300 | 9000 Southside Blvd. | Jacksonville | FL | 32256 |
| 5067 | 5067 Jacksonville #400 | 9000 Southside Blvd. | Jacksonville | FL | 32256 |
| 5068 | 5068 Jacksonville #500 | 9000 Southside Blvd. | Jacksonville | FL | 32256 |
| 5069 | 5069 Jacksonville #600 | 9000 Southside Blvd. | Jacksonville | FL | 32256 |
| 5070 | 5070 Jacksonville #700 | 9000 Southside Blvd. | Jacksonville | FL | 32256 |
| 5071 | 5071 Jacksonville Daycr | 9000 Southside Blvd. | Jacksonville | FL | 32256 |
| 5072 | 5072 Jacksonville Garag | 9000 Southside Blvd. | Jacksonville | FL | 32256 |
| 5073 | 5073 Jacksonville Schl | 9000 Southside Blvd. | Jacksonville | FL | 32256 |
| 5074 | 5074 Lighthouse Point | 2850 N. Federal Highway | LighthousePoint | FL | 33064 |
| 5078 | 5078 North Hialeah-Main Bldng | 1 E. 49th Street | Hialeah | FL | 33013 |
| 5079 | 5079 Ocala Downtown | 35 S.E. 1st Avenue | Ocala | FL | 34471 |
| 5080 | 5080 Plaza | 900 S. Federal Highway | Stuart | FL | 34994 |
| 5081 | 5081 Port Charlotte-Main Bldng | 21175 Olean Blvd. | Port Charlotte | FL | 33952 |
| 5083 | 5083 San Jose - Main Building | 3535 University Blvd. West | Jacksonville | FL | 32217 |
| 5084 | 5084 South Region TPC | 17100 N.W. 59th Avenue | Miami Lakes | FL | 33015 |
| 5086 | 5086 Westshore Mall | 100 N. Westshore Blvd. | Tampa | FL | 33609 |
| 5088 | 5088 Winter Park | 750 S. Orlando Avenue | Winter Park | FL | 32789 |
| 5260 | 5260 - Baypoint | 500 Biscayne Boulevard | Miami | FL | 33132 |
| 5261 | 5261 - Bayshore-Mn Bldng | 6160 14th Street West | Bradenton | FL | 34207 |
| 5263 | 5263 - Blountstown-Mn Bldng | 16793 SE Pear Street | Blountstown | FL | 32424 |
| 5267 | 5267-Charlotte Harbor-Mn Bldng | 23081 Harborview Road | Port Charlotte | FL | 33980 |
| 5268 | 5268 - Coral Ridge-Mn Bldng | 3600 North Federal Highway | Ft. Lauderdale | FL | 33308 |
| 5269 | 5269 - Crystal River-Mn Bldng | 450 SE Highway 19 | Crystal River | FL | 34429 |
| 5273 | 5273-Ft. Myers Beach-Mn Bldng | 2525 Estero Blvd | Ft. Myers Beach | FL | 33931 |
| 5274 | 5274-Ft. Walton Beach-Mn Bldng | 189 Eglin Parkway NE | Ft Walton Beach | FL | 32546 |
| 5275 | 5275 - Gulfgate-Mn Bldng | 6525 South Tamiami Trail | Sarasota | FL | 34231 |
| 5276 | 5276 - Homestead-Mn Bldng | 850 Homestead Boulevard | Homestead | FL | 33030 |
| 5283 | 5283 - Live Oak-Mn Bldng | 201 S. Ohio Avenue | Live Oak | FL | 32064 |
| 5286 | 5286 - Midway - Main Building | 7760 West Flagler Street | Miami | FL | 33144 |
| 5288 | 5288 - Plantation-Mn Bldng | 7001 W. Broward Blvd. | Plantation | FL | 33317 |
| 5295 | 5295 - Trouble Creek-Mn Bldng | 4526 US Highway 19 | New Port Richey | FL | 34652 |
| 5297 | 5297 - W. Sunrise-Mn Bldng | 8190 W. Sunrise | Plantation | FL | 33322 |
| 5298 | 5298 - Weeki Wachee-Mn Bldng | 9223 Cortez Blvd | Brooksville | FL | 34613 |
| 5299 | 5299 - Westside-Mn Bldng | 4311 Manatee Avenue West | Bradenton | FL | 34209 |
| 5463 | 5463 - Cocoa Village Dt | 430 Brevard Ave | Cocoa | FL | 32922 |
| 5464 | 5464-Dayton Bch Spdwy-Mn Bldng | 1025 International Speedwy Bd | Daytona Beach | FL | 32114 |
| 5467 | 5467 - Palm Beach Vault | 5701 Village Blvd | West Palm Beach | FL | 33407 |
| 117 | 0117 - Ormond Beach | 175 W. Granada Ave. | Ormond Beach | FL | 32174 |
| 118 | 0118 - Ponce De Leon | 709 S. Ponce de Leon Blvd. | St. Augustine | FL | 32084 |
| 210 | 0110 - Downtown Lakeland | 3221 South Florida Avenue | Lakeland | FL | 33803 |
| 1077 | 0077 - Prima Vista | 900 East Prima Vista Blvd | Port St. Lucie | FL | 34952 |
| 2017 | 2017 - Fairfield | 8022 Lillian Highway | Pensacola | FL | 32506 |
| 3004 | 3004 -Plantation | 450 North Pine Island Road | Plantation | FL | 33324 |
| 3090 | 3090 - Delray Square | 4899 W. Atlantic Blvd | Delray Beach | FL | 33445 |
| 3151 | 3151 - Pinellas | 7600 US Highway 19 N | Pinellas Park | FL | 33781 |
| 3271 | 3271 - Wickham Road Office | 7775 N Wickham Road | Melbourne | FL | 32940 |
| 3316 | 3316 - Deland Main | 131 E New York Ave | Deland | FL | 32724 |
| 3601 | 3601 - Oviedo Red Bug | 7455 Pinemire Drive | Oviedo | FL | 32765 |
| 3630 | 3630 - LaFontana | 9035 LaFontana Boulevard | Boca Raton | FL | 33434 |
| 3632 | 3632 - Lake Mary Ofice | 3701 W. Lake Mary Boulevard | Lake Mary | FL | 32746 |
| 3635 | 3635 - Pembroke Pines | 199 N. University Drive | Pembroke Pines | FL | 33024 |
| 4002 | 4002C - Callahan | 401 S. King Rd | Callahan | FL | 32011 |
| 4004 | 4004C - Conway | 7336 Curry Ford Road | Orlando | FL | 32822 |
| 4005 | 4005C - Dale Mabry | 1506 South Dale Marby Highway | Tampa | FL | 33629 |
| 4006 | 4006C - Davie | 4150 S.W.64th Ave | Davie | FL | 33314 |
| 4007 | 4007C - Eustis | 200 Magnolia Ave. | Eustis | FL | 32726 |
| 4008 | 4008C - Ft. Lauderdale | 1100 W. State Route 84 | Ft. Lauderdale | FL | 33315 |
| 4009 | 4009C - Green Cov Sprng | 425 North Orange Avenue | Green Cove Spri | FL | 32043 |
| 4011 | 4011C - Indian Rocks | 14147 Walsingham Rd. | Largo | FL | 33774 |
| 4013 | 4013C - Largo | 5250 E. Bay Drive | Clearwater | FL | 33764 |
| 4015 | 4015C - Normandy | 6545 Normandy Blvd | Jacksonville | FL | 32205 |
| 4017 | 4017C - North Port | 13675 N.W. Tamiami Trail | North Port | FL | 34287 |
| 4018 | 4018C - NE St. Petrsbrg | 9655 4th St. North | St. Petersburg | FL | 33702 |
| 4023 | 4023C - Springfield | 1601 Main Street | Jacksonville | FL | 32233 |
| 4024 | 4024C - West Dayton | 828 White Street | Daytona Beach | FL | 32117 |
| 4219 | 4219-MARIANNA | 2889 Green Street | Marianna | FL | 32446 |
| 4220 | 4220-NEW SMYRNA BEACH | 900 N. Dixie Freeway | New Smyrna Bch | FL | 32168 |
| 4224 | 4224-WEST MAIN STREET | 800 W. Main Street | Inverness | FL | 34450 |
| 5060 | 5060 - Deland | 230 N. Woodland Blvd. | Deland | FL | 32720 |
| 2918 | 3918 - Platatn-Ryl Plm | 950 S. Pine Island Road | Plantation | FL | 33324 |
| 3163 | 3163 - BLUEGRASS OFFICE | 1475 McFarland Road | Alpharetta | GA | 30005 |
| 3165 | 3165 - CHESHIRE SHERIDAN | 2419 Cheshire Bridge Rd NE | Atlanta | GA | 30324 |
| 3167 | 3167 - EDGEWOOD | 3805 Macon Road | Columbus | GA | 31907 |
| 3169 | 3169 - LAVISTA ROAD | 3880 LaVista Road | Tucker | GA | 30084 |
| 3170 | 3170 - LILBURN OFFICE | 4354 Lawrenceville Hwy | Lilburn | GA | 30047 |
| 3173 | 3173 - PROVIDENCE SQUARE | 4209 Roswell Road NE | Marietta | GA | 30062 |
| 3343 | 3343 - Atlant Ops Cntr | 3579-3585 Atlanta Ave | Atlanta | GA | 30354 |
| 3345 | 3345 - Columbus Main | 101 13th Street | Columbus | GA | 31901 |
| 3346 | 3346 - Dalton Main | 201 S Hamilton St | Dalton | GA | 30720 |
| 3604 | 3604 - Woodstock Crossing | 2255 Towne Lake Parkway | Woodstock | GA | 30189 |
| 3665 | 3665 - Cobb Parkway | 2521 SE Cobb Parkway | Smyrna | GA | 30080 |
| 4030 | 4030B - Hapeville | 590 S. Central Ave | Hapeville | GA | 30354 |
| 4033 | 4033D - Macon Main | 455 Walnut Street | Macon | GA | 31201 |
| 4038 | 4038B - Perimeter Centr | 4570 Ashford Dunwoody Road | Atlanta | GA | 30346 |
| 4040 | 4040B - Stephenson | 6999 Abercorn St | Savannah | GA | 31405 |
| 4041 | 4041B - Toco Hills | 2942 N. Druid Hills Road | Atlanta | GA | 30329 |
| 4045 | 4045B - Walton Way | 1478 Walton Way | Augusta | GA | 30901 |
| 4046 | 4046B - Washington Road | 2835 Washington Road | Augusta | GA | 30909 |
| 5091 | 5091 Bull Street | 22 Bull Street | Savannah | GA | 31401 |
| 5094 | 5094 Moultrie Main | 300 S. Main Street | Moultrie | GA | 31768 |
| 5095 | 5095 Valdosta Main | 106 S. Patterson Street | Valdosta | GA | 31601 |
| 5096 | 5096 Winder Main Building | 102 N. Broad Street | Winder | GA | 30680 |
| 5300 | 5300-Aberdeen Village-Mn Bldng | 500 North Lake Drive | Peachtree City | GA | 30269 |
| 5303 | 5303 - East Point-Mn Bldng | 2818 East Point Street | East Point | GA | 30344 |
| 3014 | 3014 -Walnut Avenue | 1300 Walnut Avenue | Dalton | GA | 30720 |
| 3076 | 3076 -Sylvania Main | 105 S. Main Street | Sylvania | GA | 30467 |
| 3077 | 3077 - Dunwoody Villag | 1449 Dunwoody Village Parkway | Dunwoody | GA | 30338 |
| 3103 | 3103 - Lawrenceville Suwann | 870 Lawrenceville Suwannee Rd | Lawrenceville | GA | 30043 |
| 3273 | 3273 - Acworth Office | 3365 Cobb Pkwy | Acworth | GA | 30101 |
| 3282 | 3282 - Windward Parkway | 5570 Windward Parkway | Alpharetta | GA | 30004 |
| 3606 | 3606 - Stockbridge | 113 Highway 138 West | Stockbridge | GA | 30281 |
| 3639 | 3639 - Cartersville | 215 Cherokee Place | Cartersville | GA | 30121 |
| 3666 | 3666 - Snellville Presidential | 1875 Scenic Highway | Snellville | GA | 30078 |
| 4026 | 4026D - Alabama Ave | 501 Alabama Avenue | Breman | GA | 30110 |
| 4027 | 4027C - East Lake | 2201 Roswell Rd. | Marietta | GA | 30062 |
| 4031 | 4031C - Jimmy Crtr Blvd | 5405 Jimy Carter Blvd. | Norcross | GA | 30093 |
| 4032 | 4032C - Mableton | 5606 Gordon Rd. | Mabletown | GA | 30126 |
| 4036 | 4036C - Norcross | 6155 S. Buford Highway | Norcross | GA | 30071 |
| 4037 | 4037C - Peachtree Crnrs | 5525 Peachtree Parkway | Norcross | GA | 30092 |
| 4039 | 4039C - Rome Main | 501 Broad Street | Rome | GA | 30161 |
| 4042 | 4042F - Traffic Circle | 3509 West Bay Street | Savannah | GA | 31408 |
| 4043 | 4043F - Tri-County #2 | 4701 Sandy Plains Road | Roswell | GA | 30075 |
| 4044 | 4044D - Vidalia Main | 900 East First Street | Vidalia | GA | 30474 |
| 4047 | 4047C - Washington West | 3726 Washington Road | Martinez | GA | 30907 |
| 4048 | 4048D - Waynesboro Main | 615 Liberty Street | Waynesboro | GA | 30830 |
| 4088 | 4088C - Merchant's Walk (Sub) (1) | 1313 Johnson Ferry Rd. NE | Marietta | GA | 30068 |
| 4225 | 4225-BUFORD HIGHWAY | 5935 Buford Highway | Norcross | GA | 30071 |
| 4229 | 4229-LARKIN STREET | 241 Larkin Street | Cornelia | GA | 30531 |
| 4230 | 4230-SOUTH PARK STREET | 777 So. Park Street | Carrolton | GA | 30117 |
| 4275 | 4275 CITIZEN SQUARE | 26 Citizens Square | Dallas | GA | 30157 |
| 4278 | 4278 DOYLE STREET | 303 E. Doyle Street | Toccoa | GA | 30577 |
| 4279 | 4279-HAPEVILLE | 600 S. Central Avenue | Hapeville | GA | 30354 |
| 4280 | 4280-LEE STREET | 15 Lee St. | Jefferson | GA | 30549 |
| 5301 | 5301 - Decatur (BS)-Mn Bldng | 163 Clairmont Avenue | Decatur | GA | 30030 |
| 2919 | 3919 - Decatur Sq Offc | 101 W. Ponce De Leon Ave. | Decatur | GA | 30030 |
| 147 | 0147 - Crossroad Faclty | 301 South 25th Street | Fort Dodge | IA | 50501 |
| 4231 | 4231-NORTH HOWARD | 114 N Howard | Indianola | IA | 50125 |
| 4235 | 4235-EAST ALTON | 347 W. Main Street | East Alton | IL | 62024 |
| 4502 | 4502 - Peoria Main | 301 W. Adams Avenue | Peoria | IL | 61602 |
| 5098 | 5098 Bank of America | 231 S. La Salle Street | Chicago | IL | 60604 |
| 71014 | Lockport | 1103 E 9th Street | Lockport | IL | 60441 |
| 922 | 922 - Hinsdale | 21 West 2nd Street | Hinsdale | IL | 60521 |
| 4233 | 4233-BELLEVILLE | 222 East Main Street | Belleville | IL | 62220 |
| 4237 | 4237-KICKAPOO STREET | 303 S. Kickapoo Street | Lincoln | IL | 62656 |
| 4241 | 4241-SPARTA | 114 West Broadway | Sparta | IL | 62286 |
| 4242 | 4242-WOOD RIVER AVENUE | 118 Wood River Avenue | Wood River | IL | 62095 |
| 4283 | 4283-EAST ST LOUIS STRE | 112 East St. Louis St. | Nashville | IL | 62263 |
| 4284 | 4284 ROBINSON | 300 W. Main Street | Robinson | IL | 62454 |
| 4285 | 4285-SESSER | 201 South Park | Sesser | IL | 62884 |
| 4413 | 4413-LAKE STREET | 540 Lake Street | Addison | IL | 60101 |
| 4509 | 4509 - LaPorte Main | 800 Lincoln Way | LaPorte | IN | 46350 |
| 4572 | 4572 - 25th Street | 3805 25th Street | Columbus | IN | 47203 |
| 4573 | 4573 - Brentwood | 2751 Brentwood Drive | Columbus | IN | 47203 |
| 4574 | 4574 - Tipton | 1117 E. Tipton Street | Seymour | IN | 47274 |
| 4575 | 4575 - 2nd Street | 222 W. 2nd Street | Seymour | IN | 47274 |
| 5099 | 5099 Mission Facility | 9500 Mission Road | Overland Park | KS | 66206 |
| 5100 | 5100 Penn Street Faclty | 501 N. Penn Street | Independence | KS | 67301 |
| 4505 | 4505 - London Central | 400 South Main | London | KY | 40741 |
| 4289 | 4289-BELLE CHASSE HIGHWA | 8018 Belle Chasse Highway | Belle Chasse | LA | 70037 |
| 4290 | 4290 LUTCHER | 1980 W. Main St. | Lutcher | LA | 70071 |
| 215 | 0915 - Barnstable | 145 Barnstable Road | Barnstable | MA | 02601 |
| 5312 | 5312 - Exchange Street | 200 Exchange St | Malden | MA | 02148 |
| 5313 | 5313 - Waltham Mn (1 and 2) | 1025-1075 Main (blds I & II) | Waltham | MA | 02451 |
| 71015 | Columbia Road | 568-572 Columbia Road | Dorchester | MA | 02125 |
| 71016 | East Boston Square | 26 Central Square | East Boston | MA | 02128 |
| 71017 | Massachusetts Avenue | 1420 Massachusetts Avenue | Arllington Heights | MA | 02476 |
| 71018 | Rogers Road | 147 Main Street + 52 Rogers Road Parking | Gloucester | MA | 01930 |
| 71019 | Union Square - Somerville | 40 Union Square | Somerville | MA | 02143 |
| 3348 | 3348 - Pikesvill Brnch | 1515 Reisterstown Rd | Baltimore | MD | 21208 |
| 5101 | 5101 Annapolis Church | 10 Church Circle | Annapolis | MD | 21402 |
| 5102 | 5102 Highlandtown - BAL | 3415-3417 Eastern Avenue | Baltimore | MD | 21224 |
| 5317 | 5317 - Wheaton - Main Building | 2601 University Boulevard | Wheaton | MD | 20902 |
| 5319 | 5319 - Court St. | 178 Court St | Auburn | ME | 04210 |
| 5320 | 5320 - Gannett Dr. | 65 Gannett Dr | South Portland | ME | 04106 |
| 4506 | 4506 - Arcadia | 245 N. Rose Street | Kalamazoo | MI | 49007 |
| 71020 | 18 Mile Road | 2225 18 Mile Road | Sterling Height | MI | 48314 |
| 71021 | Allen Road - Southgate | 11275 Allen Road | Southgate | MI | 48195 |
| 71022 | Ford Road Heights | 25350 Ford Road | Dearborn Heights | MI | 48127 |
| 71023 | Grand River | 2150 Grand River | Detroit | MI | 48219 |
| 71024 | Greater Mack | 21800 Greater Mack | St. Clair Shores | MI | 48080 |
| 71025 | Grosse Pointe Woods | 19307 Mack Avenue | Grosse Pointe Woods | MI | 48236 |
| 71026 | Hoover Road | 26681 Hoover Road | Warren | MI | 48089 |
| 71027 | Joy Road | 10641 Joy Road | Detroit | MI | 48204 |
| 71028 | Main St - Belleville | 105 Main Street | Belleville | MI | 48111 |
| 71029 | North Adams | 44 North Adams | Rochester | MI | 48309 |
| 71030 | Plymouth Rd - Detroit | 20222 Plymouth Road | Detroit | MI | 48228 |
| 71031 | Roseville | 26000 Gratiot Avenue | Roseville | MI | 48066 |
| 71032 | Schoenherr | 28455 Schoenherr | Warren | MI | 48088 |
| 71033 | West Fort Street | 14600 W Fort Street | Southgate | MI | 48195 |
| 71034 | West Maple | 2500 W Maple | Bloomfield Hills | MI | 48301 |
| 71035 | Woodward - Ferndale | 23011 Woodward Avenue | Ferndale | MI | 48220 |
| 4507 | 4507 - Executive Drive | 5829 Executive Drive | Lansing | MI | 48911 |
| 5103 | 5103-Columbia Faclty-Mn Bldng | 800 Cherry Street | Columbia | MO | 65201 |
| 5104 | 5104 Concord Village | 5353 S. Lindbergh Blvd. | St. Louis | MO | 63126 |
| 5105 | 5105-Downtown Faclty-Mn Bldng | 210 W. 8th Street | Rolla | MO | 65401 |
| 5106 | 5106 Florissant Facilty | 880 Rue Saint Francois | Florissant | MO | 63031 |
| 5107 | 5107 Hampton-Main | 4301 Hampton Avenue | St. Louis | MO | 63109 |
| 5108 | 5108 Independence Squar | 129 W. Lexington Avenue | Independence | MO | 64050 |
| 5109 | 5109-Lexington Faclty-Mn Bldng | 1016 Main Street | Lexington | MO | 64607 |
| 5110 | 5110 Mexico Facility | 222 S. Jefferson Street | Mexico | MO | 65265 |
| 5111 | 5111 Oak Trafficway | 8320 N. Oak Trafficway | N. Kansas City | MO | 64118 |
| 5112 | 5112-Richland Faclty-Mn Bldng | 112 McClurg Street | Richland | MO | 65556 |
| 5113 | 5113 South Glenstone-Mn Bldng | 2940 S. Glenstone Avenue | Springfield | MO | 65804 |
| 5114 | 5114 West Sunshine-Mn Bldng | 710 W. Sunshine Street | Springfield | MO | 65807 |
| 5171 | 5171 BOA Plaza Sub-Lease | 800 Market Street | St. Louis | MO | |
| 5321 | 5321-Ballwin Facility-Mn Bldng | 15115 Manchester | Ballwin | MO | 63011 |
| 5322 | 5322-Belton Facility-Mn Bldng | 1818 E. North Ave | Belton | MO | 64012 |
| 5324 | 5324-Forsyth Facility-Mn Bldng | Hwy 160 and Main | Forsyth | MO | 65653 |
| 5326 | 5326-I-70 & Noland-Mn Bldng | 4141 Lynn Ct. Drive | Independence | MO | 64055 |
| 5327 | 5327 - Kansas City Ops Cntr | 2001 NE 46th Street | Kansas City | MO | 64116 |
| 5328 | 5328-Metropolitan-Mn Bldng | 8550 Holmes Rd | Kansas City | MO | 64131 |
| 40 | 0040 - Aurora Main | 201 Masidon | Aurora | MO | 65605 |
| 3681 | 3681 - Gulfport Hwy 49 | 11464 Highway 49 | Gulfport | MS | 39503 |
| 4252 | 4252-CLARKSDALE | 211 East Second | Clarksdale | MS | 38614 |
| 4298 | 4298-MOUNT OLIVE | 515 Main Street | Mount Olive | MS | 39119 |
| 352 | 352 - Banner Elk | 1667 NC Highway 184 | Banner Elk | NC | 28779 |
| 900 | Independence - Main Bld - 0104 | 101 Independence Center | Charlotte | NC | 28246 |
| 917 | 302A - Hickory Parking Lot | 2nd Street Place NE | Hickory | NC | 28601 |
| 924 | 924 - Village Circle | 200 Meadowmont Village Circle | Chapel Hill | NC | 27517 |
| 925 | 925 - Barbee Chapel Road | 112 West Barbee Chapel Road | Chapel Hill | NC | 27517 |
| 2906 | 3906 - East Independnc | 11201 E. Independence Blvd. | Matthews | NC | 28105 |
| 2914 | 3914 - Chapel Hill | 100 E. Franklin Street | Chapel Hill | NC | 27514 |
| 3016 | 3016 -Ballantyne | 14925 John J. Delaney Drive | Charlotte | NC | 28277 |
| 3017 | 3017 -Cary Preston | 999 High House Road | Cary | NC | 27513 |
| 3018 | 3018 -Clemmons | 3645 Clemmons Road | Clemmons | NC | 27012 |
| 3031 | 3031 -Wakefield FC | 14400 New Falls of Neuse Blvd | Raleigh | NC | 27511 |
| 3032 | 3032 -Westinghouse | 741 Westinghouse Blvd | Charlotte | NC | 28273 |
| 3178 | 3178 - ASHLEY VILLAGE | 7210 Tryon Rd. | Cary | NC | 27511 |
| 3182 | 3182 - GARNER OFFICE | 1145 Hwy 70 W. | Garner | NC | 27529 |
| 3185 | 3185 - STONEHENGE OFFICE | 7541 Creedmoor Rd. | Raleigh | NC | 27613 |
| 3186 | 3186 - UNIVERSITY PLACE OFFICE | 8700 University Exec. Pk Dr | Charlotte | NC | 28262 |
| 3188 | 3188 - WEST MARKET STREET | 4636 W. Market Street | Greensboro | NC | 27407 |
| 3351 | 3351 - Burlington | 500 S Main St | Burlington | NC | 27215 |
| 3353 | 3353 - Goldsboro | 301 East Ash Street | Goldsboro | NC | 27530 |
| 3354 | 3354 - Greenville Sals | 1451 Thomas Langston Rd | Winterville | NC | 28590 |
| 3356 | 3356 - Market Street | 201 East Market St | Smithfield | NC | 27577 |
| 3357 | 3357 - Mortgage Center | 1100 Corporate Center Dr | Raleigh | NC | 27607 |
| 3362 | 3362 - West End Center | 809 West 4 1/2 St | Winston-Salem | NC | 27101 |
| 3365 | 3365 - Winston Salem | 401 Linden St | Winston-Salem | NC | 27101 |
| 3441 | 3441 - West End Ctr | 801 W. 4th Street | Winston Salem | NC | 27101 |
| 4057 | 4057B - Clemmons | 2565 Lewisville-Clemmons Rd. | Clemmons | NC | 27012 |
| 4069 | 4069B - King Main | 701 S. Main St. | King | NC | 27021 |
| 4072 | 4072B - Marion Main | 129 N. Main Street | Marion | NC | 28752 |
| 4073 | 4073D - Morganton Main | 300 North Green Street | Morganton | NC | 28655 |
| 4075 | 4075C - Oakwoods | 418-420 Bushy Mountain Rd. | N. Wilkesboro | NC | 28697 |
| 4078 | 4078B - Roxboro Main | 515 North Madison Blvd. | Roxboro | NC | 27573 |
| 4079 | 4079B - Russ Avenue | 339 Russ Avenue | Waynesville | NC | 28786 |
| 4080 | 4080B - Sardis Road | 1607 N. Sardis Road Extension | Charlotte | NC | 28270 |
| 4083 | 4083B - Valdese Main | 101 Main Street | Valdese | NC | 28690 |
| 4084 | 4084B - Viewmont | 1453 Second Street NW | Hickory | NC | 28601 |
| 4086 | 4086B - Wilkesboro Main | 210 West Main Street | Wilkesboro | NC | 28697 |
| 4101 | 4101A-Albemarle Rd | 6425 Albemarle Road | Charlotte | NC | 28212 |
| 4103 | 4103A-Beatties Ford Rd | 2249 Beatties Ford Road | Charlotte | NC | 28216 |
| 4104 | 4104A-Belhaven Blvd | 4801 Brookshire Blvd | Charlotte | NC | 28216 |
| 4105 | 4105D-Black Mountn-ACU | 116 Montreat Road | Black Mountain | NC | 28711 |
| 4106 | 4106A-Boger City | 2614 E. Main Street | Lincolnton | NC | 28092 |
| 4107 | 4107-Boone Main Office | 709 Blowing Rock Road | Boone | NC | 28607 |
| 4109 | 4109A-Burgaw Main Offc | 104 E. Fremont Street | Burgaw | NC | 28425 |
| 4110 | 4110A-Burlington Mn Of | 245 W. Davies Street | Burlington | NC | 27215 |
| 4111 | 4111D-Calabash/Subleas | Route 7, Highway 79 South | Calabash | NC | 28407 |
| 4112 | 4112A-Cameron Village | 321 Oberlin Road | Raleigh | NC | 27605 |
| 4113 | 4113A-Candler | 1189 Smokey Park Highway | Candler | NC | 28715 |
| 4114 | 4114A-Carmel Commons | 6611 Carmel Road | Charlotte | NC | 28216 |
| 4115 | 4115A-Carolina Beach | 123 Harper Avenue | Carolina Beach | NC | 28428 |
| 4116 | 4116A-Cary Village | 801 E. Maynard Road | Cary | NC | 27511 |
| 4117 | 4117A-Cherryville | 403 E. Main Street | Cherryville | NC | 28021 |
| 4120 | 4120A-Columbus | 211 E. Mill Street | Columbus | NC | 28722 |
| 4121 | 4121A-Cornelius | 20005 NC Highway 73 West | Cornelius | NC | 28031 |
| 4122 | 4122A-Cumberland | 5581 Cumberland Road | Fayetteville | NC | 28306 |
| 4123 | 4123A-Dallas | 202 W. Trade Street | Dallas | NC | 28034 |
| 4124 | 4124A-Denver | 3768 N. Highway 16 | Denver | NC | 28037 |
| 4125 | 4125A-Dixie Village | 2401 W. Franklin Blvd. | Gastonia | NC | 28052 |
| 4126 | 4126D-Draper(Abandond) | 151 N. Fieldcrest Road | Eden | NC | 27288 |
| 4127 | 4127D-Dunn Main Office | 100 E. Cumberland | Dunn | NC | 10900 |
| 4130 | 4130A-Eden Main Office | 213 W. Kings Highway | Eden | NC | 27288 |
| 4131 | 4131A-Elizabethtown Mn | 201 W. Broad Street | Elizabethtown | NC | 28337 |
| 4132 | 4132D-Fairplains/Aban | Waugh Street & Sparta Road | N Wilkesboro | NC | 28659 |
| 4133 | 4133A-Farmville | 200 S. Main Street | Farmville | NC | 27828 |
| 4134 | 4134A-Fayettevll Dwntn | 324 Mason Street | Fayetteville | NC | 28301 |
| 4135 | 4135A-Garner | 547 Benson Road | Garner | NC | 27529 |
| 4136 | 4136A-Gastonia Mn Off | 355 S. New Hope Road | Gastonia | NC | 28054 |
| 4138 | 4138A-Guilford College | 700 College Road | Greensboro | NC | 27410 |
| 4139 | 4139D-Havelock-Abandnd | 207 W. Main Street | Havelock | NC | 28532 |
| 4141 | 4141A-Hendersn MO Relc | 826 S. Garnett Street | Henderson | NC | 27536 |
| 4142 | 4142A-Hillsborough | 113 N. Churton Street | Hillsborough | NC | 27278 |
| 4143 | 4143A-Hilltop Plaza | 901 E. Roosevelt Blvd | Monroe | NC | 28112 |
| 4145 | 4145A-Hospital-Grnvill | 2000 Stantonsburg Road | Greenville | NC | 27834 |
| 4147 | 4147A-Kenansville | 104 Limestone Road | Kenansville | NC | 28349 |
| 4148 | 4148A-Kinston Mn Offic | 1900 W. Vernon Avenue | Kinston | NC | 28501 |
| 4149 | 4149A-Landfall | 1325 Military Cut-Off-Road | Wilmington | NC | 28405 |
| 4150 | 4150C-Lincolnton Mn Of | 100 E. Main Street | Lincolnton | NC | 28092 |
| 4152 | 4152A-Marion Main Offc | 100 N. Main Street | Marion | NC | 28752 |
| 4153 | 4153B-Market Street | 619 Market Street | Wilmington | NC | 28401 |
| 4155 | 4155A-Mooresville Main | 314 N. Main Street | Mooresville | NC | 28115 |
| 4156 | 4156A-Mt Olive Mn Off | 211 N. Chestnut Street | Mount Olive | NC | 28365 |
| 4157 | 4157A-Myers Park | 751 Providence Road | Charlotte | NC | 28207 |
| 4158 | 4158A-North Asheville | 892 Merrimon Avenue | Asheville | NC | 28804 |
| 4159 | 4159A-North Blvd-Ralgh | 5005 Capital Blvd | Raleigh | NC | 27615 |
| 4160 | 4160A-North Durham | 3807 N. Duke Street | Durham | NC | 27712 |
| 4161 | 4161A-North Henderson | 1405 N. Garnett Street | Henderson | NC | 27536 |
| 4163 | 4163D-North Mn ST-ACU | 100 E. Hope Lodge Street | Tarboro | NC | 27886 |
| 4164 | 4164A-North Raleigh | 6300 Falls of Neuse Road | Raleigh | NC | 27615 |
| 4165 | 4165A-Northeast | 3401 The PLaza | Charlotte | NC | 28205 |
| 4166 | 4166A-Northwood | 201 E. Paris Avenue | High Point | NC | 27265 |
| 4167 | 4167A-Park Road | 4535 Park Road | Charlotte | NC | 28209 |
| 4168 | 4168A-Pavilions | 698 Hanes Mall Blvd | Winston-Salem | NC | 27103 |
| 4169 | 4169A-Pinehurst | 5 Villiage Green West | Pinehurst | NC | 28374 |
| 4170 | 4170A-Pleasant Garden | 4615 Pleasant Garden Road | Pleasant Garden | NC | 27313 |
| 4171 | 4171A-Reidsville Mn Of | 507 S. Main Street | Reidsville | NC | 27320 |
| 4172 | 4172A-Reynolda | 2899 Reynolda Road | Winston-Salem | NC | 27106 |
| 4173 | 4173D-Richlands/Sublse | 8800 Richlands Highway | Richlands | NC | 28574 |
| 4174 | 4174A-Salisbury Mn Off | 500 W. Innes Street | Salisbury | NC | 28144 |
| 4175 | 4175A-Salisbury West | 200 Statesville Blvd. | Salisbury | NC | 28144 |
| 4176 | 4176A-Sardis Village | 9700 Old Monroe Road | Charlotte | NC | 28270 |
| 4177 | 4177A-Signal Hill | 1616 E. Broad Street | Statesville | NC | 28625 |
| 4178 | 4178A-Six Forks | 8820 Six Forks Road | Raleigh | NC | 27615 |
| 4179 | 4179A-South Elm | 1500 S. Elm Street | Greensboro | NC | 27406 |
| 4180 | 4180A-S Park Greenvill | 317 E. Greenville Blvd. | Greenville | NC | 27858 |
| 4181 | 4181A-South Square | 3200 Shannon Road | Durham | NC | 27707 |
| 4182 | 4182A-S Pines Mn Offic | 100 W. Morganton Road | Southern Piens | NC | 28337 |
| 4183 | 4183A-Southwinds | Southwinds Shopping Center | Spring Lake | NC | 28390 |
| 4184 | 4184A-Southwood Square | 115 W. Fairfield Road | High Point | NC | 27263 |
| 4185 | 4185A-Spruce Pine Main | 337 Oak Avenue | Spruce Pine | NC | 28777 |
| 4186 | 4186A-Statesville Mn O | 113 W. Broad Street | Statesville | NC | 28677 |
| 4187 | 4187A-Swansboro | 620 W. Corbett Avenue | Swansboro | NC | 28584 |
| 4188 | 4188D-Tarboro Mn Ofc. | 325 Main Street | Tarboro | NC | 27886 |
| 4189 | 4189A-Troutman | 539 N. Main Street | Troutman | NC | 28166 |
| 4190 | 4190A-Tryon Main Offic | 201 Pacolet Street | Tryon | NC | 28782 |
| 4191 | 4191A-Twin Rivers | 3131 Martin Luther Kng Jr. Bl | New Bern | NC | 28562 |
| 4192 | 4192A-Union Road | 2950 Union Road | Gastonia | NC | 28054 |
| 4194 | 4194A-University | 502 S. College Road | Wilmington | NC | 28403 |
| 4195 | 4195A-Village Drive | 2901 Villiage Drive | Fayetteville | NC | 28305 |
| 4196 | 4196D-Washington Cornr | 1328 John Small Avenue | Washington | NC | 27889 |
| 5116 | 5116 525 N Tryon-Odell | 525 N. Tryon Street | Charlotte | NC | 28202 |
| 5331 | 5331 - Gateway Center - Chr | 901 W. Trade Street | Charlotte | NC | 28202 |
| 916 | 230 - Midland | 4411 North Carolina Hwy27 | Midland | NC | 28107 |
| 2100 | 2100 - Apex Charlotte | 801 East Williams Street | Apex | NC | 27502 |
| 2102 | 2102 - Graham | 220 South Main Street | Graham | NC | 27253 |
| 2103 | 2103 - Havelock | 1303 East Main Street | Havelock | NC | 28532 |
| 2104 | 2104 - Morehead City | 4408 Arendell Street | Morehead City | NC | 28557 |
| 2105 | 2105 - New Bern | 375 South Front Street | New Bern | NC | 28560 |
| 2106 | 2106 - Plymouth | 102 West Main Street | Plymouth | NC | 27962 |
| 2107 | 2107 - Wilson | 223 West Nash Blvd | Wilson | NC | 27893 |
| 2108 | 2108A - Wilson (Wooten) | 2501 Wooten Blvd | Wilson | NC | 27893 |
| 2110 | 2108B - Wilson (Horton) | 2412 Horton Blvd | Wilson | NC | 27893 |
| 2929 | 2929 - Albermarle Road | 6011 Albermarle Road | Charlotte | NC | 28212 |
| 3022 | 3022 -Hickory View | 1625 North Center Street | Hickory | NC | 28601 |
| 3024 | 3024 -Cornelius | 20301 W. Catawba Avenue | Cornelius | NC | 28031 |
| 3028 | 3028 -North Cross | 16649 Statesville Road | Huntersville | NC | 28078 |
| 3033 | 3033 -Wilmington | 1313 Military Cutoff Road | Wilmington | NC | 28405 |
| 3081 | 3081 - Cotswold Branch | 225 sharon Amity Road | Charlotte | NC | 28211 |
| 3179 | 3179 - BATTLEGROUND OFFICE | 3314 Battleground Ave. | Greensboro | NC | 27410 |
| 3187 | 3187 - WENDOVER PLACE | 5402 Sapp Road | Greensboro | NC | 27409 |
| 3285 | 3285 - Walnut Maynard | 712 SE Maynard Road | Cary | NC | 27511 |
| 3349 | 3349 - Asheville Main | 1 Haywood St | Asheville | NC | 28801 |
| 3358 | 3358 - Thomasville | 804 Randoloh St | Thomasville | NC | 27360 |
| 4035 | 4035C - Newnan Main | 30 Greenville Street | Newnan | NC | 30263 |
| 4049 | 4049C - Advance Main | Hwy. 801 & Hwy 158 | Advance | NC | 27006 |
| 4052 | 4052C - Blowing Rock Mn | 983 North Main Street | Blowing Rock | NC | 28605 |
| 4053 | 4053C - Brevard Main | 73 West Main Street | Brevard | NC | 28712 |
| 4055 | 4055D - Canton Main | 101 Main Street | Canton | NC | 28716 |
| 4056 | 4056C - China Grove | 125 North Main Street | China Grove | NC | 28023 |
| 4058 | 4058C - Conover Main | 106 First Ave. South | Conover | NC | 28613 |
| 4059 | 4059C - Derita | 2610 W. sugar Creek Rd. | Charlotte | NC | 28262 |
| 4060 | 4060C - Fayetteville Mn | 200 Green &Bow Streets | Fayetteville | NC | 28301 |
| 4061 | 4061C - Forest City Mn | 408in Street | Forest City | NC | 28043 |
| 4062 | 4062D - Goldsboro Main | 203 North William Street | Goldsboro | NC | 27530 |
| 4064 | 4064C - Harrisburg | 108 Highway 49 North | Harrisburg | NC | 28075 |
| 4065 | 4065F - High Point Road | 3608 High Point Road | Greensboro | NC | 27407 |
| 4066 | 4066C - Jackson Park | 704 North Cannon Blvd. | Kannapolis | NC | 28083 |
| 4067 | 4067D - Jefferson Main | 230 E. Main Street | Jefferson | NC | 28640 |
| 4068 | 4068C - Kildaire Farms | 1122 Kildaire Farms Road | Cary | NC | 27511 |
| 4070 | 4070F - Knightdale | 7519 US Highway 64 E | Knightdale | NC | 27545 |
| 4071 | 4071C - Lexington Main | 100 S. State Street | Lexington | NC | 27292 |
| 4074 | 4074C - Newton Main | 102 S. Main Ave. | Newton | NC | 28658 |
| 4076 | 4076D - Rockingham Main | 202 East Washington Street | Rockingham | NC | 28379 |
| 4077 | 4077C - Rocky Mount Mn | 112 North Church Street | Rocky Mount | NC | 27804 |
| 4085 | 4085D - W. Jefferson Mn | 402 S. Jefferson Avenue | W. Jefferson | NC | 28694 |
| 4102 | 4102B-Asheville Mn Off | 68 Patton Avenue | Asheville | NC | 28801 |
| 4119 | 4119A-College Street | 162 College Street | Asheville | NC | 28801 |
| 4128 | 4128B-East End | 1908 E. Greenville Blvd. | Greenville | NC | 27858 |
| 4137 | 4137B-Greenville Mn Of | 201 W. First Street | Greenville | NC | 27858 |
| 4154 | 4154A-Mint Hill | 8008 Blair Road | Charlotte | NC | 28227 |
| 5334 | 5334 - Nashua Main | 143-157 Main St | Nashua | NH | 03060 |
| 5335 | 5335 - Portsmouth Pleasant | 3 Pleasant St | Portsmouth | NH | 03801 |
| 71036 | Barrington | Jct Rt 9 & 125 | Barrington | NH | 03825 |
| 71037 | Coliseum Avenue | 33 Coliseum Avenue | Nashua | NH | 03063 |
| 71038 | One Constitution Way | One Constitution Way | Somersworth | NH | 03878 |
| 231 | 231 - Upper Montclair Drive Up | 529 Valley Road | Upper Montclair | NJ | 07043 |
| 514 | 0014 - Brkly Hghts | 555 Springfield Ave. | Berkeley Height | NJ | 07922 |
| 525 | 0025 - Edisn Twnshp | 1746 Oak Tree Rd | Edison Twp. | NJ | 08820 |
| 531 | 0031 - Hamilton Sq | 3659 Nottingham Way | Hamilton Square | NJ | 08690 |
| 533 | 0033 - Highland Prk | 104 Raritan Rd. | Highland Park | NJ | 08904 |
| 536 | 0036 - Kenilworth | 470 Boulevard | Kenilworth | NJ | 07033 |
| 548 | 0048 - Millburn | 52 Millburn Ave | Millburn | NJ | 07041 |
| 563 | 0063 - Scotch Plns | 1922 Westfield Ave. | Scotch Plains | NJ | 07076 |
| 569 | 0069 - S. Plainfld | 2426 Plainfield Ave. | South Plainfiel | NJ | 07080 |
| 607 | 0007 - Milltown | 270 Ryders Ln | Milltown | NJ | 08850 |
| 622 | 0022 - East Brunswick | Loehmann's Plaza, Rte 18 | East Brunswick | NJ | 08816 |
| 623 | 0023 - Concordia | Concordia Shopping Ctr | Monroe | NJ | 08831 |
| 914 | Schwab - Harborside | Harborside Financial Center | Jersey City | NJ | 07311 |
| 2932 | 2932 - Livingston | 39 East Mount Pleasant Ave | Livingston | NJ | 07039 |
| 3368 | 3368 - Haddon Township | 600 W Cuthbert Boulevard | Hadden Twnship | NJ | 08108 |
| 3370 | 3370 - Main Strt Offic | 40 Main St | Toms River | NJ | 08753 |
| 3371 | 3371 - Morristown Offc | 21 South St | Morristown | NJ | 07960 |
| 3372 | 3372 - NBOC Operations | 100/300 Fidelity Plaza | North Brunswick | NJ | 08905 |
| 3376 | 3376 - Red Bank Mn Off | 303 Broad St | Red Bank | NJ | 07701 |
| 3380 | 3380 - Trenton-Brnswck | 891 Brunswick Ave | Trenton | NJ | 08638 |
| 3443 | 3443 - NBOC Op Center | 100/300 Fidelity Plaza | North Brunswick | NJ | 08905 |
| 3613 | 3613 - Haddonfield- Kings | 17 Kings Highway West | Haddonfield | NJ | 08033 |
| 5336 | 5336 - Arthur St. | 639 Rte 18 & Arthur St | East Brunswick | NJ | 08816 |
| 5337 | 5337 - Beechwood Rd | 40 Beechwood Rd | Summit | NJ | 07901 |
| 5338 | 5338 - Bellevue Ave. | 209-215 Bellevue Ave | Hammonton | NJ | 08037 |
| 5340 | 5340 - Bergenline Ave | 3109 Bergenline Ave | Union City | NJ | 07087 |
| 5342 | 5342 - Bridgewater | 1125 Rte 22 West | Bridgewater | NJ | 08807 |
| 5348 | 5348-E Ridgewood Ave-Mn Bldng | 54 East Ridgewood Ave | Ridgewood | NJ | 07450 |
| 5355 | 5355 - Lakewood Rte 70 | 395 N/S Rte 70 | Lakewood | NJ | 08701 |
| 5356 | 5356 - Maplewood Ave | 161 Maplewood Ave | Maplewood | NJ | 07040 |
| 5358 | 5358 - Pennsauken | 4900 Rte 70 | Pennsauken | NJ | 08109 |
| 5361 | 5361 - South Orange Ave | 8 South Orange Ave. | South Orange | NJ | 07079 |
| 5362 | 5362 - Springfield Ave | 367 Springfield Ave. | Summit | NJ | 07901 |
| 5365 | 5365 - Wood Ave | 601,607-609 N Wood Ave. | Linden | NJ | 07036 |
| 154 | 154 - Sea Bright | 1096 Ocean Avenue | Sea Bright | NJ | 07760 |
| 157 | 157 - Woodbury | 22 N. Broad St | Woodbury | NJ | 08096 |
| 515 | 0015 - Cherry Hill | 1402 Brace Road | Cherry Hill | NJ | 08034 |
| 534 | 0034 - Hightstown | 140 Mercer St. | Hightstown | NJ | 08520 |
| 535 | 0035 - Kendall Park | 3534 State Rt. 27 | Kendall Park | NJ | 08824 |
| 541 | 0041 - Lawrencevill | 2673 Main St. | Lawrenceville | NJ | 08648 |
| 543 | 0043 - Linden | 501 North Wood | Linden | NJ | 07036 |
| 545 | 0045 - Manasquan | 240 Parker Ave (Rt 71) | Manasquan | NJ | 08736 |
| 552 | 0052 - N. Plainfld | 28 Craig Place | North Plainfiel | NJ | 07060 |
| 559 | 0059 - Point Plsant | 2201 Bridge Ave. | Point Pleasant | NJ | 08742 |
| 562 | 0062 - Runnemede | 810 E. Clements Bridge | Runnemede | NJ | 08078 |
| 567 | 0067 - Somerdale | 2 S. White Horse Pike | Somerdale | NJ | 08083 |
| 571 | 0071 - Spring Lake | 2401 State Rt 71 | Spring Lake | NJ | 07762 |
| 573 | 0073 - Sunnyside | 236 W. St. George Ave | Linden | NJ | 07036 |
| 1203 | 0203 - Collingswood | 1040 Haddon Ave | Collingswood | NJ | 08108 |
| 1213 | 0213 - Pennington | 1 North Main Street | Pennington | NJ | 08534 |
| 3061 | 3061 -Stuyvesnt Vil | 1097 Stuyvesant Avenue | Irvington | NJ | 07111 |
| 3108 | 3108 - Landing | 118 lakeside Blvd | Landing | NJ | 07850 |
| 3642 | 3642 - Lake Hiawatha | 66 N. Beverwyck Road | Lake Hiawatha | NJ | 07034 |
| 610 | 0010 - Howell | 4074 US Highway 9 | Howell | NJ | 07731 |
| 611 | 0011 - Whiting | 200 Lacey Rd | Whiting | NJ | 08759 |
| 5117 | 5117 Albuquerque Op Ctr | 725 6th Street N.W. | Albuquerque | NM | 87102 |
| 5366 | 5366-Amador (Cruces)-Mn Bldng | 250 W. Amador | Las Cruces | NM | 88005 |
| 5368 | 5368-Santa Fe-Mtr Bnk-Mn Bldng | 1235 St. Michael's Drive | Santa Fe | NM | 87505 |
| 1072 | 0072 - Meadowd Midrs | 5905 South Virginia Street | Reno | NV | 89502 |
| 2325 | 2925 - Las Vegas-Sahar | 9325 W. Sahara Avenue | Las Vegas | NV | 89117 |
| 5476 | 5476 - Las Veg Ops Ctr | 4101 E. Charleston Blvd | Las Vegas | NV | 89104 |
| 5373 | 5373 - Broadway | 575 Broadway | Albany | NY | 12207 |
| 5378 | 5378 - Genesee St | 120 Genesee St. | Auburn | NY | 13021 |
| 5380 | 5380 - Hempstead Tpke | 2310 Hempstead Tpke. | East Meadow | NY | 11554 |
| 5381 | 5381 - Jamaica | 91-16 168 Street | Jamaica | NY | 11432 |
| 5383 | 5383 - Levittown | 3161 Hempstead Tpke. | Levittown | NY | 11756 |
| 5387 | 5387 - Merrick Ave | 15 Merrick Ave | Merrick | NY | 11566 |
| 5388 | 5388 - Middle Neck Rd | 10 Middle Neck Rd. | Great Neck | NY | 11021 |
| 5391 | 5391 - Park Avenue | 3330 Park Ave. | Wantagh | NY | 11793 |
| 5394 | 5394 - State St | 69 State St. | Albany | NY | 12207 |
| 5395 | 5395 - Transit Rd | 2970 Transit Rd. | West Seneca | NY | 14224 |
| 5396 | 5396 - Wantagh | 15 Hempstead Gardens Dr. | West Hempstead | NY | 11552 |
| 71039 | Endicott | 18-20 Washington Avenue | Endicott | NY | 13760 |
| 71040 | Genesee - Utica | 264-266 Genesee Street and | Utica | NY | 13502 |
| 71041 | Glens Falls | 37 Bay Street | Glens Falls | NY | 12801 |
| 71042 | Main St - Beacon | 364 Main Street | Beacon | NY | 12508 |
| 71043 | Meadow Avenue | Union and Meadow Avenues | Newburgh | NY | 12550 |
| 71044 | Montcalm Street | 117Montcalm Street | Ticonderoga | NY | 12883 |
| 2505 | 2505 - 4008 St. Clr Ave | 4008 St. Clair Avenue | Cleveland | OH | 44103 |
| 2519 | 2519 - Madisonville | 5727 Madisonville | Cincinnati | OH | 45227 |
| 71045 | Chagrin Falls | 4 E Washington Street | Chagrin Falls | OH | 44022 |
| 71046 | Dover Center Road | 411 Dover Center Road | Bay Village | OH | 44140 |
| 71047 | East Street - Euclid | 365 E 200 Street | Euclid | OH | 44119 |
| 71048 | Fairview Park | 22591 Lorain Road | Fairview Park | OH | 44126 |
| 71049 | Girard | 35 S State Street | Girard | OH | 44420 |
| 71050 | Lake Shore Blvd | 23300 Lake Shore Boulevard | Euclid | OH | 44123 |
| 71051 | Lorain Road | 25290 Lorain Road | North Olmsted | OH | 44070 |
| 71052 | Mentor Avenue | 8715 Mentor Avenue | mentor | OH | 44060 |
| 71053 | Navarre Avenue | 3024 Navarre Avenue | Oregon | OH | 43616 |
| 71054 | Richmond Heights | 690 Richmond Road | Richmond Heights | OH | 44143 |
| 71055 | Toledo Main | 602 Main Street | Toleda | OH | 43605 |
| 71056 | University Heights | 2175 Warrensville Center | University Heights | OH | 44118 |
| 71057 | Westlake | 1299 Columbia Road | Westlake | OH | 44145 |
| 903 | 2534 - Bethel Ohio | 200 West Plane Street | Bethel | OH | 45106 |
| 2503 | 2503 - 328 Main Street | 328 Main Street | Conneaut | OH | 44030 |
| 2504 | 2504 - 680 Broadway | 680 Broadway | Bedford | OH | 44146 |
| 2506 | 2506 - 4175 Pearl Road | 4175 Pearl Road | Cleveland | OH | 44109 |
| 2507 | 2507 - 5703 Broadway | 5703 Broadway | Cleveland | OH | 44127 |
| 2508 | 2508 - 5900 St. Clr Ave | 5900 St. Clair Avenue | Cleveland | OH | 44103 |
| 2509 | 2509 - 14444 Pearl Rd | 14444 Pearl Road | Strongville | OH | 44136 |
| 2510 | 2510 - 22481 Lakeshore | 22481 Lakeshore Boulevard | Euclid | OH | 44123 |
| 2511 | 2511 - 26410 Lakeshore | 26410 Lakeshore Boulevard | Euclid | OH | 44132 |
| 2512 | 2512 - Ashtabula | 4366 Main Avenue | Ashtabula | OH | 44004 |
| 2513 | 2513 - Beachwood | 24600 Chagrin Boulevard | Beachwood | OH | 44122 |
| 2514 | 2514 - Berea | 118 Front Street | Berea | OH | 44017 |
| 2515 | 2515 - Chagrin Blvd | 30200 Chagrin Boulevard | Pepper Pike | OH | 44124 |
| 2517 | 2517 - Euclid Avenue | 14501 Euclid Avenue | Cleveland | OH | 44112 |
| 2518 | 2518 - Hamilton Avenue | 10963 Hamilton Avenue | Springfield Twp | OH | 43211 |
| 2520 | 2520 - Mentor Avenue | 9572 Mentor Avenue | Mentor | OH | 44060 |
| 2521 | 2521 - Milford | 301 Main Street | Milford | OH | 45150 |
| 2522 | 2522 - Plaza Blvd | 7850 Plaza Boulevard | Mentor | OH | 44060 |
| 2523 | 2523 - Public Square | 119 Public Square | Medina | OH | 44256 |
| 2524 | 2524 - Reading Road | Reading Road | Mason | OH | 45040 |
| 2525 | 2525 - Reding Road | 7825 Reading Road | Cincinnati | OH | 45237 |
| 2526 | 2526 - Rock Creek | 3273 Main Street | Rock Creek | OH | 44078 |
| 2527 | 2527 - South Broadway | 21 South Broadway | Geneva | OH | 44041 |
| 2528 | 2528 - South Water Strt | 408 South Water Street | Kent | OH | 44240 |
| 2529 | 2529 - Turney Road | 5007 Turney Road | Garfield Height | OH | 44125 |
| 2530 | 2530 - Warrensville Ctr | 3370 Warrensville Center Road | Shaker Heights | OH | 44122 |
| 2531 | 2531 - West 117th | 3370 W. 117th | Cleveland | OH | 44111 |
| 2532 | 2532 - West Jefferson | 36 West Jefferson Street | Jefferson | OH | 44047 |
| 2533 | 2533 - Woodland Avenue | 4100 Woodland Avenue | Cleveland | OH | 44104 |
| 4429 | 4429-PEARL ROAD | 4221 Pearl Road | Cleveland | OH | 44133 |
| 4430 | 4430 - St. Clair Avenue | 6235 St. Clair Avenue | Cleveland | OH | 44103 |
| 4431 | 4431-TUSCARAWAS STREET | 400 Tuscarawas Street | Canton | OH | 44702 |
| 5121 | 5121 Admiral - Main Building | 5950 E. Admiral Place | Tulsa | OK | 74115 |
| 5122 | 5122 Muskogee Main | 230 W. Broadway | Muskogee | OK | 74401 |
| 5398 | 5398 - 31st Street-Mn Bldng | 10802 E. 31st St. | Tulsa | OK | 74146 |
| 5400 | 5400 - Broken Arrow-Mn Bldng | 1800 South Elm Place | Broken Arrow | OK | 74012 |
| 5401 | 5401 - Catoosa - Main Building | 1801 North Hwy. 66 | Catoosa | OK | 74015 |
| 5405 | 5405 - Grants Pass-Mn Bldng | 735 S.E. 6th St. | Grants Pass | OR | 97526 |
| 5406 | 5406 - Gresham - Main Building | 200 East Powell Blvd. | Gresham | OR | 97030 |
| 5407 | 5407 - Parkrose-Mn Bldng | 10120 N.E. Sandy Blvd. | Portland | OR | 97220 |
| 5474 | 5474 - Redmond - Main Building | 552 S 6th St | Redmond | OR | 97756 |
| 218 | 0918 - Paoli | 12 Chestnut Street | Paoli | PA | 19301 |
| 526 | 0026 - Emmaus | 235 Main St. | Emmaus | PA | 18049 |
| 527 | 0027 - Feasterville | 40 E. Street Rd. | Feasterville | PA | 19053 |
| 576 | 0076 - Warminster | 473 York Road | Warminster | PA | 18974 |
| 601 | 0001 - Ardmore | 225 W. Lancaster Ave. | Ardmore | PA | 19003 |
| 609 | 0009 - Fairgrounds | 17th and Chew Streets | Allentown | PA | 18102 |
| 612 | 0012 - West Goshen | 1115 West Chester Pike | West Chester | PA | 19382 |
| 616 | 0016 - Mountainville | Lexington and S. 4th Street | Allentown | PA | 18103 |
| 618 | 0018 - Fort Washington | 101 Fort Washington Ave. | Fort Washington | PA | 19034 |
| 620 | 0020 - Reading Airport | Route 183 and Macarthur | Reading Airport | PA | 19605 |
| 625 | 0025 - Thorndale | 3719 E. Lincoln Highway | Thorndale | PA | 19372 |
| 630 | 0030 - Devon | 144 E. Lancaster Ave. | Devon | PA | 19333 |
| 631 | 0031 - Wind Gap | 1430 Jacobsburg Road | Wind Gap | PA | 18091 |
| 700 | Jenkins Court - Tower | 610 Old York Road | Jenkintown | PA | 19046 |
| 801 | 801 Market Associates | 801 Market Street | Philadelphia | PA | 19107 |
| 3391 | 3391 - Lancaster Squar | 100 North Queen Street | Lancaster | PA | 17603 |
| 3393 | 3393 - Media Office | 217 W Baltimore Pike | Media | PA | 19063 |
| 3401 | 3401 - Plaza | 101 N Independence Mall East | Philadelphia | PA | 19106 |
| 3405 | 3405 - West Chestr Off | 17 N. High Street | West Chester | PA | 19380 |
| 3408 | 3408 - York Square | 12 E Market St | York | PA | 17401 |
| 5408 | 5408 - Blair Mill Rd | 550 Blair Mill Rd. | Horsham | PA | 19044 |
| 5409 | 5409 - Bustleton Ave | 9501 Bustleton Ave. | Philadelphia | PA | 19115 |
| 71058 | Burgettstown | 20 Main Street | Burgettstown | PA | 15021 |
| 71059 | Zelienople | 100 W. Main Street | Zelienople | PA | 16063 |
| 105 | 0105 - Southampton | 736 Street Road | Southampton | PA | 18966 |
| 509 | 0009 - Abington | 1020 Old York Road | Abington | PA | 19001 |
| 512 | 0012 - Avondale | 102 Pennsylvania Ave. | Avondale | PA | 19311 |
| 519 | 0019 - Campbelltown | 119 W. Main St. | Cambelltown | PA | 17010 |
| 537 | 0037 - Kennett Sqre | 313 Cypress Street | Kennett Square | PA | 19348 |
| 549 | 0049 - Moosic | 4010 Birney Ave. | Moosic | PA | 18507 |
| 551 | 0051 - North End | 930 N. Charlotte St. | Pottstown | PA | 19464 |
| 556 | 0056 - Phoenixville | 124 Main St. | Phoenixville | PA | 19460 |
| 720 | Chester Court Realty, LP | 50 West Market Street | West Chester | PA | 19382 |
| 1201 | 0201 - Boyertown | Rt 100 North | Boyertown | PA | 19512 |
| 1216 | 0216 - Rhawnhurst | 8200 Castor Avenue | Philadelphia | PA | 19152 |
| 1236 | 0236 - Bensalem | 1975 Street Road | Bensalem | PA | 19020 |
| 3086 | 3086 - West Manchester | 1477 Carlisle Road | York | PA | 17404 |
| 3385 | 3385 - Bristol Office | 244 Radcliffe St | Bristol | PA | 19007 |
| 3389 | 3389 - Independnc Hall | 601 Chestnut St | Philadelphia | PA | 19106 |
| 3392 | 3392 - Lebanon | 801 Cumberland St | Lebanon | PA | 17042 |
| 3647 | 3647 - Hometown | 226 Claremont | Tamaqua | PA | 18252 |
| 918 | 0240 - One Citizens Plaza | 1 Citizens Plaza | Providence | RI | 02930 |
| 5413 | 5413 - Dupont Dr | 125 Dupont Dr. | Providence | RI | 02907 |
| 5415 | 5415 - Post Rd | 6725 Post Rd. | North Kingstown | RI | 02852 |
| 71060 | Portsmouth East Main | 3033 East main Road | Portsmouth | RI | 02871 |
| 140 | 0140 - Simpsonville Mn | 116 NE Main Street | Simpsonville | SC | 29481 |
| 2924 | 3924 - Greenville Main | 201 W. McBee Street | Greenville | SC | 29601 |
| 3038 | 3038 -Indigo Run | 2 Lafayette Place | Hilton Head | SC | 29928 |
| 3039 | 3039 -Sea Pines Mn | 4 Pope Avenue | Hilton Head | SC | 29928 |
| 3190 | 3190 - FOREST DRIVE OFFICE | 5490 Forest Drive | Columbia | SC | 29206 |
| 3191 | 3191 - HARBISON OFFICE | 149 Columbiana Drive | Irmo | SC | 29212 |
| 3192 | 3192 - JAMES ISLAND | 540 Folly Road | Charleston | SC | 29412 |
| 3411 | 3411 - Bennettsvll Mai | 145 Broad St | Bennettsville | SC | 29512 |
| 3413 | 3413 - Charlstn 16 Brd | 16 Broad St | Charleston | SC | 29401 |
| 3415 | 3415 - Columbia Grystn | 101 Greystone Blvd | Columbia | SC | 29210 |
| 4254 | 4254-PARK AVENUE | 237 Park Ave. S.W. | Aiken | SC | 29801 |
| 5123 | 5123 Aiken Main Office | 167 Laurens Street | Aiken | SC | 29801 |
| 5419 | 5419-Hilton Hd-Pope Av-Mn Bldg | 59 Pope Ave. | Hilton Head | SC | 29928 |
| 5420 | 5420 - Rock Hill MO-Mn Bldng | 222 East Main St. | Rock Hill | SC | 29730 |
| 3034 | 3034 -Cayce Office | 1100 Knox Abbot Drive | Cayce | SC | 29033 |
| 3035 | 3035 -Clover Main | 116 Bethal Street | Clover | SC | 29710 |
| 3043 | 3043 -Rock Hill PP | 201 South Herlong Avenue | Rock Hill | SC | 29732 |
| 3409 | 3409 - Anderson Main | 1101 North Main Street | Anderson | SC | 29621 |
| 3418 | 3418 - Sumter Main | 4 North Washington Street | Sumter | SC | 29150 |
| 203 | 0103 - Laurens Road | 2420 Laurens Rd | Greenville | SC | 29607 |
| 201 | 0101 - Brainard | 5506 Brainerd Road | Chattanooga | TN | 37411 |
| 224 | 224 - Forest Hill Banking Cent | 2915 Forst Hill - Irene Road | Germantown | TN | 38138 |
| 5124 | 5124 Murfreesboro Main | 120 E. Main Street | Murfreesboro | TN | 37130 |
| 5425 | 5425 - Lebanon Main-Mn Bldng | 120 W. Main | Lebanon | TN | 37087 |
| 3114 | 3114 -Nashville Galltn | 3940 Gallatin Pike | Nashville | TN | 37216 |
| 4256 | 4256-EAST COLLEGE | 302 East College | Fayetteville | TN | 37334 |
| 4257 | 4257-EAST WOOD STREET | 914 East Wood Street | Paris | TN | 38242 |
| 4300 | 4300-COOKEVILLE | 10 W Broad Street | Cookeville | TN | 38501 |
| 4304 | 4304-EAST CHURCH STREET | 26 East Church St | Lexington | TN | 38351 |
| 4311 | 4311-ROANE STREET | 200 N Roane St | Harriman | TN | 37748 |
| 4312 | 4312-SHELBYVILLE | 111 N Spring Street | Shelbyville | TN | 37160 |
| 493 | 0093 - Arlington | 4220 W. Green Oaks Blvd. | Arlington | TX | 76016 |
| 494 | 0094 - Ennis - Main Building | 301 W. Knox & 305 W. Baylor | Ennis | TX | 75119 |
| 495 | 0095-Hillsboro-Main Building | 100 E. Elm Street & 302 S.Wac | Hillsboro | TX | 76645 |
| 496 | 0096 - Paris - Main Building | 1161 Clarksville Street | Paris | TX | 75460 |
| 497 | 0097-Stephenville-Mn Bldng | 115 N. Graham Street | Stephenville | TX | 76401 |
| 1074 | 0074 - Nassau Bay | 2200 Nasa One Road | Nassau Bay | TX | 77058 |
| 4265 | 4265-SOUTH FIRST STREET | 203 S. First Street | Lufkin | TX | 75901 |
| 4603 | 4603 - Champions | 6333 FM 1960 West | Houston | TX | 77069 |
| 4604 | 4604 - Clear Lake | 16211 Space Center Boulevard | Houston | TX | 77062 |
| 4605 | 4605 - Cypress Station | 855 FM 1960 Road West | Houston | TX | 77090 |
| 4606 | 4606 - Deer Park | 1500 Center Street | Deer Park | TX | 77536 |
| 4607 | 4607 - Duncanville | 338 South Cedar Ridge | Duncanville | TX | 75116 |
| 4608 | 4608 - Galleria | 5006 Verde Valley Lane | Dallas | TX | 75254 |
| 4609 | 4609 - Heights | 414 West 19th Street | Houston | TX | 77008 |
| 4610 | 4610 - Helotes | 12850 Bandera Road | San Antonio | TX | 78023 |
| 4611 | 4611 - Highway 290 | 15000 Northwest Freeway | Houston | TX | 77049 |
| 4612 | 4612 - Highway 6 | 6895 Highway 6 North | Houston | TX | 77084 |
| 4613 | 4613 - Humble | 111 FM 1960 Bypass Road East | Humble | TX | 77338 |
| 4614 | 4614 - Mangum | 2201 Mangum Road | Houston | TX | 77092 |
| 4615 | 4615 - Northshore | 12727 East Freeway | Houston | TX | 77015 |
| 4616 | 4616 - Port of Houston | 8117 East Freeway | Houston | TX | 77029 |
| 5126 | 5126 Aransas Pass-Mn Bldng | 221 S. Commercial Street | Aransas Pass | TX | 78336 |
| 5127 | 5127 Brownwood - Main Building | 1 Center Avenue | Brownwood | TX | 76801 |
| 5128 | 5128 Carrollton-Mn Bldng | 1101 S. Josey Lane | Carrollton | TX | 75006 |
| 5130 | 5130 Denison | 300 W. Main Street | Denison | TX | 75020 |
| 5131 | 5131-Dumas Banking-Mn Bldng | 501 N. Bliss Avenue | Dumas | TX | 79029 |
| 5132 | 5132 Fort Sam Houston-Mn Bldng | 1422 E. Grayson Street | San Antonio | TX | 78208 |
| 5133 | 5133 Fort Worth East-Mn Bldng | 5651 E. Lancaster Avenue | Fort Worth | TX | 76112 |
| 5134 | 5134 Greenspoint | 12400 Interstate 45 North | Houston | TX | 77060 |
| 5135 | 5135 Mission - Main Building | 1101 N. Conway Avenue | Mission | TX | 78572 |
| 5136 | 5136 Mount Pleasant | 302 N. Jefferson Avenue | Mt. Pleasant | TX | 75455 |
| 5427 | 5427 - Beaumont-Mn Bldng | 2635 Broadway | Beaumont | TX | 77702 |
| 5430 | 5430 - Harlandale-Mn Bldng | 111 Rayburn | San Antonio | TX | 78221 |
| 5432 | 5432 - Nederland-Mn Bldng | 1308 Boston Avenue | Nederland | TX | 77627 |
| 5433 | 5433 - Northern Hills-Mn Bldng | 11714 Perrin Beitel | San Antonio | TX | 78217 |
| 5436 | 5436 - Steeplechase-Mn Bldng | 11025 FM 1960 W | Houston | TX | 77065 |
| 5438 | 5438 - Witchita Falls-Mn Bldng | 2733 Midwestern Pky. | Wichita Falls | TX | 76308 |
| 923 | 923 - Dripping Springs | 721 Highway 290 West | Dripping Springs | TX | 78620 |
| 3195 | 3195 - Stonebriar | 9151 Warrent Parkway | Frisco | TX | 75035 |
| 4261 | 4261-FREDONIA STREET | 213 N. Fredonia Street | Longview | TX | 75601 |
| 4262 | 4262-KILGORE STREET | 910 N. Kilgore Street | Kilgore | TX | 75662 |
| 4264 | 4264-NACOGDOCHES | 300 E. Main | Nacogdoches | TX | 75961 |
| 5435 | 5435 - Shoal Creek-Mn Bldng | 7900 Shoal Creek | Austin | TX | 78757 |
| 2931 | 2931 - Parkside Marketplace | 10791 W. Broad Street | Glen Allen | VA | 23060 |
| 3196 | 3196 - CENTERVILLE | 27 Broad Street | Manakin-Sabot | VA | 23103 |
| 3197 | 3197 - CHESTER | 4023 W. Hundred Road | Chester | VA | 23831 |
| 3206 | 3206 - VIRGINIA BEACH SHORE | 2993 Shore Dr. | Virginia Beach | VA | 23103 |
| 3420 | 3420 - Amherst Sth Mn | 258 S Main St | Amherst | VA | 24521 |
| 3422 | 3422 - Blacksburg | 200 N Main St | Blacksburg | VA | 24060 |
| 3423 | 3423 - Brookneal | 227 Main St | Brookneal | VA | 24528 |
| 3425 | 3425 - Christnsburg Mn | 4 E Main St | Christainsburg | VA | 24073 |
| 3427 | 3427 - Clintwood | 80 MaIin Street | Clintwood | VA | 24228 |
| 3429 | 3429 - Market St Offic | 141 E Market St | Harrisinburg | VA | 22801 |
| 3433 | 3433 - VA Beach Pembrk | 125 Independence Blvd | Virginia Beach | VA | 23462 |
| 3438 | 3438 - WVOC-Four Story | 7711 Plantation Rd | Roanoke | VA | 24019 |
| 3616 | 3616 - Staples Mill | 8727 Staples Mill Road | Richmond | VA | 23228 |
| 5142 | 5142 Old Hampton | 1 W. Queens Way | Hampton | VA | 23669 |
| 5439 | 5439 - Abingdon-Mn Bldng | 271 West Main Street | Abingdon | VA | 24210 |
| 5441 | 5441-Coliseum-Rvrdl-Mn Bldng | 2030 Coliseum Drive | Hampton | VA | 23666 |
| 5442 | 5442 - Fairfax Courthouse | 10440 Main St. | Fairfax | VA | 22030 |
| 5443 | 5443 - Orange - Main Building | 113 West Main St. | Orange | VA | 22960 |
| 5445 | 5445-Robinson & Broad-Mn Bldng | 2601 W Broad St. | Richmond | VA | 23220 |
| 915 | 2110 - Leesburg | 504 Market Street East | Leesburg | VA | 20176 |
| 3067 | 3067 - Abngdn Wall | 102 Wall Street SW | Abingdon | VA | 24210 |
| 3087 | 3087 - Route 360 | 10101 Hull Street Road | Richmond | VA | 23236 |
| 3089 | 3089 - Richmond West | 7605 W. Broad Street | Richmond | VA | 23294 |
| 3093 | 3093 - Highland Sprngs | 109 E. Nine Mile Road | Highland Sprngs | VA | 23075 |
| 3098 | 3098 - Country Club Rd | 1880 E. Market Street | Harrisonburg | VA | 22801 |
| 3099 | 3099 - Sycamore Sprngs | 13700 Midlothian Turnpike | Midlothian | VA | 23113 |
| 3430 | 3430 - N Washngtn Brch | 330 N Washington St | Alexandria | VA | 22314 |
| 3437 | 3437 - Williamsburg Mn | 1006 Richmond Rd | Williamsburg | VA | 23185 |
| 71061 | Pearl St - Essex Junction | 84 Pearl Street | Essex Junction | VT | 05452 |
| 5145 | 5145 Aberdeen Bldg/BR | 101 E. Market Street | Aberdeen | WA | 98520 |
| 5148 | 5148 Bellingham | 112 E. Holly Street | Bellingham | WA | 98255 |
| 5149 | 5149 Bremerton | 1000 6th Street | Bremerton | WA | 98337 |
| 5155 | 5155 Richland - Main Building | 1007 Knight Street | Richland | WA | 99352 |
| 5156 | 5156 Spokane Bankcard | 1616 S. Rustle Road | Spokane | WA | 99224 |
| 5158 | 5158 Walla Walla-Mn Bldng | 111 W. Main Street | Walla Walla | WA | 99362 |
| 5170 | 5170 Bank America Finc - Sub-L | 601 W. Riverside Avenue | Spokane | WA | 99201 |
| 5446 | 5446 - Camas - Main Building | 528 N.E. 4th | Camas | WA | 98607 |
| 5448 | 5448 - Clarkston-Mn Bldng | 648 6th St. | Clarkston | WA | 99403 |
| 5449 | 5449 - Edmonds - Main Building | 306 Main St. | Edmonds | WA | 98020 |
| 5450 | 5450 - Greenwood-Mn Bldng | 404 N. 85th St. | Seattle | WA | 98103 |
| 5452 | 5452 - Kennewick-Mn Bldng | 3420 W Kennewick Ave. | Kennewick | WA | 99336 |
| 5454 | 5454 - Lynden - Main Building | 700 Front St. | Lynden | WA | 98264 |
| 5457 | 5457 - Port Townsend | 734 Water St. | Port Townsend | WA | 98368 |
| 5458 | 5458 - Quincy - Main Building | 500 Central Ave. South | Quincy | WA | 98848 |
| 5460 | 5460 - Sequim - Main Building | 114 S. Sequim Ave. | Sequim | WA | 98382 |
| 5461 | 5461-Wenatchee Valley-Mn Bldng | 30 South Wenatchee Ave. | Wenatchee | WA | 98801 |
| 5462 | 5462 - Ballard - Main Building | 2010 NW Market St. | Seattle | WA | 98107 |
| 5157 | 5157 University | 4701 University Way N.E. | Seattle | WA | 98105 |
Annex B
Reports
1. Monthly U.S. GAAP Financial Statements shall be prepared on a consolidated basis, in sub-portfolio groups and/or on a individual property basis in such form as approved by Company, which shall include, among other things, balance sheet, thirteen (13) month income statement with year-to-date actual to budget comparison with explanation of unusual fluxes in thirteen (13) month trend income statement trends (until such time as the Company has had control of the properties for thirteen (13) months, such income statement shall include historical information on the Properties prior to control by the Company), report summarizing any capital expenditures and repair and maintenance which year-to-date are greater than $100,000, supporting depreciation and amortization schedule, FAS13 schedules, and support for significant balance sheet items schedules (in same groupings consolidated basis, in sub-portfolios and/or on individual property basis) such as accounts payable accruals, property taxes, insurance, prepaids, and allowance for doubtful accounts. See Exhibit __ for GAAP Report Table of Contents and Accrual Basis Report Checklist for a complete listing of required reports. Both the GAAP Report Table of Contents and Accrual Basis Report Checklist is required to be signed by both the preparer of the financial statements and their supervisor as representation that the reports are accurate and complete.
2. Quarterly Financial Statements shall be prepared in a manner consistent with Item 1 above. In addition, Manager shall provide any information, including supporting back-up schedules/information, as required to complete the Company's quarterly 10-Q and board packages, including among other things:
(a) Consolidated Properties portfolio balance sheet, income statement and statement of cash flow
(b) Five (5) year and thereafter minimum rent schedule
(c) Five (5) year and thereafter minimum principal paydown schedule
(d) Schedule of lease expirations by year based on rsf and annualized base rent
(e) Base information on lease terms, location, industry, annual base rent and rsf on Top Ten (10) Tenants in the Properties portfolio
(f) Breakout of portfolio by annualized base rent and rsf by geographic and industry dispersion
(g) Net absorption data for the Properties portfolio by month for a trailing and forward twelve (12) months
(h) Variances explanations for significant fluctuations between current quarter and current year to date numbers compared to prior year quarter and prior year to date numbers
(i) Other information as requested.
3. Annual U.S. GAAP Financial Statements: As soon as practicable, and in any event within seven (7) working days of December 31st, the manager shall deliver annual accrual basis financial statements prepared in a manner and form consistent with Items 1 and 2 above. In addition, Manager shall provide any information as required to complete the Company's annual audited financial statements and 10-K.
4. Annual E&P and Tax Return information: In addition to Item 3 above, Manager shall provide FAS depreciation schedules on a E&P basis no later than seven (7) business days prior to January 31st and any other information as requested to allow the Company to prepare an annual E&P estimate for purposes of meeting its 1099-DIV requirements to its investors. In addition, fifteen (15) days after year end numbers have been finalized, FAS depreciation schedules which sort and summarize information by year placed in service and depreciable life categories on a tax basis and other information as requested to allow the Company to prepare its annual tax returns.
5. Manager shall provide to Company information relating to requirements under any repurchase agreements Consistent with Past Practices.
ANNEX C
Property Performance Report
(See attached)
Gramercy Realty Advisors
Actuals to Budget – NOI - KBS Properties
For YTD February 29, 2012
March 15, 2012
| Description | February General Ledger 2012 | February Budget Amount 2012 | February Variance 2012 | February Variance% | YTD February General Ledger 2012 | YTD February Budget Amount 2012 | YTD February Variance | YTD February Variance% | |
| JENKINS | | | | | | | | | |
| Rental Income-Billed | 178,911 | 177,686 | 1,225 | 1% | 337,130 | 335,903 | 1,227 | 0% | 1 |
| Rental Income | 178,911 | 177,686 | 1,225 | 1% | 337,130 | 335,903 | 1,227 | 0% | |
| CAM | 24,456 | 43,588 | (19,132) | -44% | 52,304 | 87,176 | (34,872) | -40% | 2 |
| Direct Billable | 151,932 | 1,850 | 150,082 | 8113% | 155,185 | 3,700 | 151,485 | 4094% | 3 |
| Reimbursement income | 176,387 | 45,438 | 130,949 | 288% | 207,489 | 90,876 | 116,613 | 128% | |
| Total Revenue | 355,298 | 223,124 | 132,174 | 59% | 544,618 | 426,779 | 117,839 | 28% | |
| Elevator | 585 | 985 | (400) | -41% | 1,234 | 1,970 | (736) | -37% | |
| Insurance | 1,198 | 1,521 | (323) | -21% | 2,872 | 3,042 | (170) | -6% | |
| Janitorial | 12,042 | 17,285 | (5,243) | -30% | 19,261 | 34,570 | (15,309) | -44% | |
| Landscaping | 2,250 | 30,000 | (27,750) | -93% | 20,900 | 60,000 | (39,100) | -65% | |
| Parking | (920) | 310 | (1,230) | -397% | (614) | 620 | (1,234) | -199% | |
| Property Management | 9,918 | 10,160 | (242) | -2% | 20,720 | 20,320 | 400 | 2% | |
| R&M | 17,203 | 9,988 | 7,215 | 72% | 38,309 | 19,976 | 18,333 | 92% | |
| Real Estate Taxes | 30,865 | 30,831 | 34 | 0% | 61,580 | 61,662 | (82) | 0% | |
| Rent Expense | - | - | - | 0% | - | - | - | 0% | |
| Security | 34 | - | 34 | 100% | 67 | - | 67 | 100% | |
| Utilities | 16,995 | 13,493 | 3,502 | 26% | 29,072 | 27,683 | 1,389 | 5% | |
| Management Fees | 4,000 | 4,364 | (364) | -8% | 8,000 | 8,728 | (728) | -8% | |
| Other | - | - | - | 0% | - | - | - | 0% | |
| CAM Operating Expenses | 94,170 | 118,937 | (24,767) | -21% | 201,402 | 238,571 | (37,169) | -16% | |
| Security | - | - | - | 0% | - | - | - | 0% | |
| Utilities | 3,444 | 1,500 | 1,944 | 130% | 6,697 | 3,000 | 3,697 | 123% | |
| Other | 536 | 350 | 186 | 53% | 536 | 700 | (164) | -23% | |
| Direct Billable Expenses | 3,979 | 1,850 | 2,129 | 115% | 7,232 | 3,700 | 3,532 | 95% | |
| Bad Debt / Writeoffs | - | - | - | 0% | - | - | - | 0% | |
| Rent Expense | - | - | - | 0% | - | - | - | 0% | |
| Other | 5,975 | 7,080 | (1,105) | -16% | 11,474 | 14,160 | (2,686) | -19% | |
| Non Billable Expenses | 5,975 | 7,080 | (1,105) | -16% | 11,474 | 14,160 | (2,686) | -19% | |
| Operating Expenses | 104,124 | 127,867 | (23,743) | -19% | 220,108 | 256,431 | (36,323) | -14% | 4 |
| NOI | 251,174 | 95,257 | 155,917 | 164% | 324,511 | 170,348 | 154,163 | 90% | |
| 1 | Rental Income:
Variance under $10K and 2%. |
| 2 | CAM Revenue:
Budgeted CAM recovery rate is 36.65% and actual calculated budgeted CAM recovery rate is only 25.97%. |
| 3 | Direct Billable:
Favorable variance due to a catch up billing to Public Storage for historic utility usage. Meters serving Public Storage's space were being paid by the building rather than the Tenant, which should be their responsibility per the lease. PM is in the process of shifting the meter into the Tenant's name. |
| 4 | Operating Expenses:
Favorable variance mainly driven by Landscaping ($28K) due to snow removal expenses not being incurred as anticipated. |
ANNEX D
Example of the Calculation
of the Threshold Value Profits Participation
(See attached)
ANNEX D
| | | | | | |
Example of Threshold Value Profits Participation Calculation:
|
| | | | | | |
| Company Portfolio Equity Value: | | | | | | | |
| Plus: Net Sales Value (1) | | | | | $ | 1,785,712,173 | |
| Plus: Fair Value of Company Assets (Cash) | | | | | | 5,000,000 | |
| Plus: Fair Value of Company Assets (Reserves) | | | | | | 10,000,000 | |
| Plus: Fair Value of Company Assets (Defeasance Securities) | | | | | | 93,623,166 | |
| Plus: Fair Value of Company Assets (Letters of Credit) | | | | | | 52,104,825 | |
| Plus: Fair Value of Company Assets (All Other Net Assets) | | | | | | 54,293,967 | |
| Less: Mortgage Debt as of 9/1/2011 | | | | | | (1,546,125,357 | ) |
| Plus: Mortgage Debt Principal Amortized from 9/1/2011 until Threshold Measurement Date | | | | | | 75,000,000 | |
| Total Company Portfolio Equity Value | | | (A) | | | 529,608,774 | |
| | | | | | | | |
| | | | | | | | |
| Base Threshold | | | | | | 375,000,000 | |
| Plus: New Cash Contributions Into Company (excluding $154.0 Million of Cash in Company on 9/1/2011) | | | | | | - | |
| Less: Cash Distributions Out of Company | | | | | | - | |
| Total Threshold | | | (B) | | | 375,000,000 | |
| | | | | | | | |
| | | | | | | | |
| Excess over Total Threshold | | | (A) - (B) | | | 154,608,774 | |
| Participation | 10% | | | | | 15,460,877 | |
| | | | | | | | |
| | | | | | | | |
| Greater of 10% Participation or $3.5 Million: | | | | | | | |
| 10% Participation | | | | | | 15,460,877 | |
| | | | | | | | |
| Total Calculated Threshold Value Profits Participation | | | | | $ | 15,460,877 | |
| | | | | | | | |
| | | | | | | | |
| Minimum Threshold Value Profits Participation | | | | | $ | 3,500,000 | |
| Maximum Threshold Value Profits Participation | | | | | $ | 12,000,000 | |
| | | | | | | | |
| | | | | | | | |
| Threshold Value Profits Participation = Greater of 10% Participation Amount or $3.5 Million, Capped at $12.0 Million | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Total Threshold Value Profits Participation | | | | | $ | 12,000,000 | |
| | | | | | | | |
Notes:
| (1) | Represents a hypothetical residual value less any reasonable third party costs of sale. |
