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LANDAMERICA VALUATION CORPORATION

Brookside Concourse 4300 Alexander Drive, Suite 200 Alpharetta, GA 30022 Phone 800-207-7959 Fax 770-777-6136 www.landam.com

CAPITALIZATION RATE ANALYSIS

OF COMMERCIAL PROPERTIES LOCATED IN SHELBY COUNTY, TENNESSEE

DATE ISSUED: FEBRUARY 19, 2009 LVC PROJECT NUMBER: 08-13954.1 PREPARED FOR MS. CHEYENNE JOHNSON SHELBY COUNTY ASSESSOR 160 NORTH MAIN STREET ROOM 550 MEMPHIS, TENNESSEE 38103

PREPARED BY LUTEN L. TEATE, MAI JOHN W. CHERRY, JR., MAI, CRE KAREN BURKHART DICK, CRE, CCIM

FOR QUESTIONS OR MORE INFORMATION ABOUT THIS REPORT, PLEASE CONTACT YOUR LVC NATIONAL CLIENT MANAGER, JOHN W. CHERRY, JR. AT (770) 777-6124.

TABLE OF CONTENTS

Introduction ........................................................................................................................ 1 Capitalization Rates ............................................................................................................ 8 Memphis Economic Overview ......................................................................................... 16 Office Properties............................................................................................................... 20 Industrial Properties.......................................................................................................... 27 Retail Properties ............................................................................................................... 32 Hotel/Motel (Lodging) Properties .................................................................................... 40 Multi-Family Properties.................................................................................................... 46 Golf Courses ..................................................................................................................... 51 Assisted Living Facilities ................................................................................................. 53 Mobile Home Parks (MHPs) ............................................................................................ 56 Summary and Observations.............................................................................................. 57 Addendum ........................................................................................................................ 57

LVC Project No. 08-13954.1 Shelby County Government

INTRODUCTION

The Assessor of Property for Shelby County, Tennessee (the "County") has retained LandAmerica Valuation Corporation ("LVC") to prepare a Capitalization Rate Analysis. The County is required by state law to reappraise approximately 10,000 to 15,000 properties by the income approach for ad valorem tax purposes for Year 2009. This report will assist the County in selecting appropriate overall capitalization rates for five core property types: office, industrial (warehouse and light industrial), retail, hotels, and multi-family properties (apartments). Net lease properties and assisted living facilities are also included in this analysis due to the recent popularity of these properties among investors. The effective date of our market research occurred from June through October 2008. However, we have provided the 4th Quarter 2008 Investor surveys. Property transactions were predominately utilized from years 2007 through year to date 2008. A few sales were used from the fourth quarter of 2006, however. This report provides a written summary of our findings, organized under the following headings: · · · · · · · · · · Capitalization Rates Memphis Economic Overview Office Properties Industrial Properties Retail Properties/ Net Lease Properties Hotel Properties Multi-Family Properties Assisted Living Facilities Golf Course (Limited analysis) Mobile Home Parks (Limited analysis)

These sections are preceded by an explanation of terms used in the report, and a description of our scope and methodology. Conversely, the report is followed by an Addendum comprised of three sections: · · · Addendum I ­ Certification Addendum II ­ Standard Conditions Addendum III ­ Qualifications

The market data that an appraiser relies on is always dated but this factor is especially important in a volatile market environment like we are facing today. We have seen a decline in sales activity across all sectors of the real estate market over the last year. Further, overall capitalization rates across all segments of the market have increased. However, with only limited recent sales activity to rely on we have to consider many different data sources to aid in our concluded rates. One of the more important sources is our interviews of local brokers. We rely heavily on the consensus of opinions of these local brokers about the current market conditions and achievable overall capitalization rates.

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DEFINITIONS A clear definition of certain terminology is necessary for an understanding of the analysis and results of this study. Thus, the following terms, which are critical to determination of capitalization rates, are defined and explained. · Capitalization ­ The conversion of income into value. · Capitalization Rate ­ Any rate used to convert income into value. · Cash Equivalency ­ The procedure in which the sale prices of comparable properties sold with atypical financing are adjusted to reflect typical market terms. · Institutional-Grade Real Estate ­ Real property investments that are sought out by institutional buyers and have the capacity to meet generally prevalent institutional investment criteria. · Overall Capitalization Rate (cap rate) ­ An income rate for a total real property interest that reflects the relationship between a single year's net operating income expectancy and the total property price or value; used to convert net operating income into an indication of overall property value · Net Operating Income (NOI) ­ The actual or anticipated net income that remains after all operating expenses are deducted from effective gross income, but before mortgage debt service and book depreciation are deducted; may be calculated before or after deducting replacement reserves. NOI is also prior to deducting leasing commissions and tenant improvements. · Replacement Allowance (Reserves) ­ An allowance that provides for the periodic replacement of building components that wear out more rapidly than the building itself and must be replaced during the building's economic life. We have found that in most Southeastern markets, including Memphis, reserve allowances are not typically included as an operating expense by buyers, sellers, or brokers for most property types. The exceptions are apartments, assisted living, & lodging properties. As these terms apply directly to this study, Overall Capitalization Rate ("cap rate") and Net Operating Income (NOI) are the most critical to our analysis. When referring to "cap rate" and "NOI" within this report we are implying that the NOI reflects a property's income potential at normal or stabilized operating levels regarding rent, vacancy, and expenses. That is, the property is at or near stabilization. Consideration is also given to the point in time of the NOI estimate. That is, the NOI based on actual, preceding year, current, or budgeted estimates. In estimating cap rates, consistency in the analysis of the transactions is essential. This involves the other definitions including Reserves and Cash Equivalency. In verifying sales and extracting cap rates, we were certain to apply consistent analysis to the sales regarding financing and reserves. The primary data source for improved sales leads in this study was CoStar and LoopNet, both on-line real estate reporting services. These leads were further researched and verified with reliable sources. Also, the commercial appraisers employed by Shelby County were interviewed regarding their personal knowledge of transactions and information in their databases. Improved property sales from late 2006, 2007 and 2008 were considered as well as current negotiations for properties under contract. Also, interviews were conducted with investment companies active in the Shelby County market and investors in other southeastern locations familiar with and/or with assets in the Shelby County area. The quality and amount of data available for transactions varies greatly depending on the confidentiality of the information and willingness of the parties involved to release the information.

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We also used CoStar as the primary source for data about inventory, absorption, vacancy, deliveries, under construction inventory, and quoted rental rates for each property type in our study. It is important to note that CoStar is just one of the data sources for this type of data, and for the most part, the various data sources are not consistent because they use different sampling techniques. We chose to rely on CoStar because it is a national data source and has historical depth. SCOPE AND METHODOLOGY The scope of services for this engagement encompassed the following methodology: · · · · · Meeting with the Appraisal Staff of the Shelby County Assessor's Office to discuss the study, review the process and approach. Review the available data and information accessible in the County Assessor's office and other sources of transactional data. Interview appraisers for a historical perspective on the process and develop a best practices approach to the study. Determine a reasonable sample size of improved sales to accomplish the study for each property type concerned. Determine the most acceptable approach to developing net operating incomes for the various property types regarding reserves and vacancy. However, as requested by the client, we presented overall capitalization rates with and without reserves for several property types. Discuss which approaches and techniques are most acceptable and should be employed to support the capitalization rates such as transactions, investor interviews and surveys such as the Korpacz Real Estate Investor Survey Fourth Quarter 2008 and RealtyRates.com. Develop a matrix of capitalization rates appropriate for the building classes and subcategories and, Review our conclusions with the County and submit our report.

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Additionally, we have prepared an economic overview of Memphis/Shelby County to better understand the nature of the economic base, demographic trends, and the area's future outlook. Finally, a brief market overview of the current status of each of the five basic property types is presented for better understanding of the current position of these properties in the real estate cycle.

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RESERVE ALLOWANCE ASSUMPTIONS As mentioned earlier, we have found that in most Southeastern markets, including Memphis, reserve allowances are not typically included as an operating expense by buyers, sellers, or brokers for most property types. The exceptions are: apartment, assisted living, and lodging properties. However, at your request, we have presented our overall capitalization rate conclusions for most property types both with and without reserves for replacement reserves as an operating expense item. The following chart depicts typical reserve allowances as taken from the 4th Quarter 2008 RealtyRates.com investor survey. This survey data was used in estimating the reserve allowance for each property type.

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Based on the above data, we selected reserve allowances to use in our analysis. These selections are by property type and class of property. Our selections are summarized below.

Reserve Allowances By Property Type and Class

Industrial Retail Office Apartments Assisted Living

$/S.F. or $/Unit Class A Class B Class C Class D $0.20 $0.25 $0.35 $0.50 $0.25 $0.25 $150 $260 $0.30 $0.30 $250 $300 $0.45 $0.45 $335 $385 $0.70 $0.60 $375 $650

MARKET CONDITIONS · In the year since the subprime mortgage crisis and the beginning of the "national credit crunch", the availability of funds for debt on real estate investments has almost disappeared and the national economy has weakened with no signs of recovery. As a result, most sectors of the real estate market have suffered in some capacity. We have seen a decline in sales activity across all sectors of the real estate market over the last year. There are several reasons for this phenomenon, the most notable: The lack of available debt funds, fewer buyers, uncertain pricing, and the more conservative underwriting requirements by lenders that remain active. The lack of debt funds and the more conservative underwriting criteria has severely limited the number of consummated transactions. Many sellers have pulled out of the market and many of those that remain are highly motivated to sell so are willing to liquidate at prices they would not accept a year ago. Leasing activity is down in all sectors of the real estate market over the last year. Investors appear nervous about the future of the economy, future tenant demand, and space needs. The failure of prominent Wall Street firms and national banks has lead to further uncertainty in the market and a decrease in consumer and investor confidence. This has lead to the limited availability of debt.

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Comments from a lender survey in October 2008 reflect the following telling responses: "we are out of the market"; "we are on hold"; "not quoting for the balance of 2008"; "waiting on new internal guidelines". "we are quoting very selectively"; "only construction with existing clients on a limited basis"; "only lending on credit and owner occupied deals". "treasuries plus 250 to 300 basis points plus a ¼ point"; "a 1.20X DSC and max leverage out at 75% LTV"; "65% LTV or less, spreads at 315bp's. Long money available"; "Can do up to 70%"; "55% to 65% loan to value, major metro areas only, all major property types".

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In the final analysis, our research suggests that capitalization rates have increased over the last year due to a number of real estate and general economic factors. Unfortunately, they will probably continue to change between the writing and publication of this report.

Most knowledgeable sources do not expect the problems in the economy or real estate market to improve for the near-term. Likewise, improvement in debt availability and lending practices is not forecast for the near-term. All agree that the investment market is at a standstill due to the credit crisis and deteriorating condition of the debt and capital markets. Very few properties are trading, making it difficult to gauge where prices and cap rates are in today's market. EMERGING TRENDS IN REAL ESTATE The Urban Land Institute and PricewaterhouseCoopers publish the annual Emerging Trends in Real Estate and the publication for 2009 has the following comments. Unfortunately, this study was prepared during the summer of 2008 and the volatility in the economy and real estate markets make this study somewhat outdated today. However, we consider many of the points still appropriate: · · · · "The credit crisis and the ensuing recession promise to drag the commercial real estate markets into a difficult period marked by value losses, rising foreclosures, and reduced property revenues." "Among property sectors, only apartments show some enduring strength-increasing numbers of young adults and people pushed out of the market keep rent rolls relatively healthy." "Expect financial and property markets to hit bottom in 2009 and flounder well into 2010..." The following needs to happen for a recovery to ensue. "Private markets need to correct; Debt capital needs to flow; Regulators need to help restore confidence in the securities markets; the economy needs to improve; Housing's condition (needs to improve)... Forget the quick fix. "

And regarding capitalization rates, the following quote paints the upward trend.

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"An interviewee consensus calculates that cap rates need to increase about 150 to 200 basis points on average from their recent lows to more normal 7.5 to 8.5 percent territory depending on the property sector, market, and asset quality. That translates into a possible 15 to 20 percent value haircut. Trophy, 24-hour city properties should have less exposure-with their cap rates rising 50 to 75 basis points-while B and C product could see increases of 200 to 300 points." On a property type basis the prospects for shifts in capitalization rate show increases from July 2008 to December 2008 ranging from a low of 42 basis points for warehouse to a high of 73 points for limited service hotel. And the impact on values is not just the upward trend in cap rates but also the "double whammy" of decreasing NOI streams due to increased vacancy rates, increased tenant inducements, and pressure on rent levels.

MARKET DATA We researched and assembled numerous sales of improved properties for this assignment. Only those sales which could be verified by one of the participating parties, a third party such as a broker or attorney, or from a reliable source, were utilized in our sales database. Many sales were not concluded to represent arm's length transactions due to a variety of reasons which could include internal relationships between buyer and seller, deed-in-lieu of foreclosure transaction, creative financing, quit claim deeds or transfers, condemnation proceedings, and other legal transactions which may cause us to reject a sale. We realize that these types of transactions are part of the broader market, especially in these market conditions. However, these sales were not considered in our analysis and conclusions because they do not represent market value transactions relative to the definitions provided in the Addenda of the report. It is also important to note that sales of vacant buildings and in some cases owner occupied buildings or opportunity or "turnaround sales" were concluded not be acceptable transactions from which to generate and overall cap rate. Finally, as we stated earlier, the market data that an appraiser relies on is always dated but this factor is especially important in a market environment like we are facing today. We have seen a decline in sales activity across all sectors of the real estate market over the last year. Further, overall capitalization rates across all segments of the market have increased. However, with only limited recent sales activity to rely on we have to consider many different data sources to aid in our concluded rates. One of the more important sources is our interviews of local brokers. We rely heavily on the consensus of opinions of these local brokers about the current market conditions and achievable overall capitalization rates.

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CAPITALIZATION RATES

The purpose of this section is to define capitalization rates ("cap rates") and their use in this study. It is organized in five sub-sections: · · · · · Derivation of capitalization rates Capitalization rates selection criteria Direct capitalization strengths and weaknesses Property class transition Capitalization rate spreads

DERIVATION OF CAPITALIZATION RATES A cap rate reflects a relationship of a property's single year of net operating income estimate as compared to its sales price. Cap rates, thus, can vary based upon the NOI which is utilized in this analysis. The NOI could reflect the actual historical NOI, the year to date annualized, or next years budgeted NOI. Most market transactions are based on the next twelve month budgeted NOI or current in-place NOI. This is another area of inconsistency which should be followed and understood in developing cap rates. Cap rates can be derived from abstraction from market sales, mathematical formulas, and investor surveys. Emphasis in this study has been placed upon actual market transactions and investor surveys-both personal interviews and published studies. · Published Studies: Most surveys are performed on a national or regional basis. Of the five surveys we considered, only Real Estate Research Corporation and Real Capital Analytics addressed the Memphis area specifically. However, neither survey addressed all the Memphis area property types that we are analyzing. Those surveys considered in this report are the Korpacz Real Estate Investor Survey, RealtyRates.com, and Real Estate Research Corporation. These surveys typically provide a fairly wide range of cap rates applicable to certain property types and generally involve only investment or institutional grade properties. Each of the surveys cited in this study reflect what is commonly referred to as investment grade property. This typically includes only class A and good class B level real estate. · Personal Interviews: We conducted a telephone survey of eight real estate investors and advisors during the week of October 13, 2008 to gain insight into the Memphis investment market, focusing on cap rate trends. The respondents included professionals in the areas of acquisitions/dispositions, asset management, investment sales, and mortgage banking from the following firms: CBRE Capital Markets, CBRE/Melody, Cushman & Wakefield, Holiday Fenoglio Fowler, Industrial Developments International, Met Life, Northwestern Mutual, and Trimont Real Estate Advisors.

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All agree that the investment market is at a standstill due to the credit crisis and deteriorating condition of the debt markets. Very few properties are trading, making it difficult to gauge where prices and cap rates are in today's market. Assets in second-tier cities like Memphis are being adjusted by 50-100+ basis points above national cap rates depending on the type of property; and institutional investors are generally not favoring Memphis with the exception of industrial and retail properties. Cap rates fell to an all-time low at the peak of the investment market in late 2006/early 2007. Since that time, cap rates have increased in all property sectors, a trend that will continue until lenders are willing to finance properties at reasonable terms and costs.

CAPITALIZATION RATES SELECTION CRITERIA There are various economic and physical factors which impact the risk of a particular investment and its implied capitalization rate. These criteria should be understood in the application of and selection of cap rates. The Economic and Physical factors that impact risk are considered to be as follows: · · · · · Ownership position ­ This refers to the interest or the estate being transferred such as fee simple, leased fee, or leasehold. These interests are created by leases, mortgages, etc. and can impact the risk ascribed to an investment. Management burden ­ This varies by property type and can influence expense ratios and, thus, cap rates accruing to certain property types. Use ­ The marketability of a property can be impacted by its use as with special purpose properties versus general purpose properties. Location ­ This, of course, is critical to the success of a real estate development and involves factors such as demographics, transportation, exposure, and marketability. Geographical/Political Forces ­ These factors can influence either positively or negatively the willingness of investors to purchase or develop property in the area. These issues could involve zoning, transportation issues, utility and infrastructure issues, and real estate tax rates. Financing ­ The availability and price of debt has a direct impact on new development and property transactions. As mentioned, cap rates analyzed herein and assume an unleveraged position or cash equivalent financing. However, the availability of financing has an impact on the potential buyer's ability to purchase a property since most commercial real estate is purchased with financing. The recent "credit crunch" has severely impacted the purchase activity in all types of real estate. Current alternative yields ­ This consideration involves rates of return available in the current marketplace from alternative investment vehicles such as mortgages, bonds, and certificates of deposit. Ease of entry into development of product type ­ Certain property types may take years to conceive, approve and develop whereas others are easily processed though the development cycle and thus, subject to overbuilding. This feature can restrict supply and influence cap rates.

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Property Specific Criteria include the following: · · · · · · Operating expense ratio ­ Typically, a higher expense to gross income ratio, reflects a higher capitalization rate. Remaining economic life ­ Real property is a depreciating asset and as properties age they experience class or quality transition, their remaining economic life shortens and the capitalization rates generally increase. Occupancy/Rollover Risk ­ Overall rates are typically analyzed on an "as if" or stabilized basis. High vacancy rates or near term tenant expirations or rollover risk can greatly influence the cap rate acceptable to a buyer. Potential for growth in NOI ­ Growth in NOI can influence the current years overall rate. This growth can come from market conditions, stepped base rent increases, or percent rent clauses. Tenancy ­ A real estate investment is basically a portfolio of leases. The lease terms and conditions, type lease, creditworthiness of the tenants, and quantity, quality, and durability of the income stream all impact the risk associated with the investment. Reserve Allowance ­ We have found that in most Southeastern markets, including Memphis, reserve allowances are not typically included as an operating expense by buyers, sellers, or brokers for most property types. The exceptions are apartments, assisted living, and lodging properties. However, at your request, we have reflected these rates both with and without reserves as an expense item for a number of property types.

DIRECT CAPITALIZATION STRENGTHS AND WEAKNESSES An overall rate is applied to the net operating income through the process called direct capitalization. As discussed, the cap rate is typically applied to a stabilized or typical operating year NOI. There are certain strengths and weaknesses in utilizing an overall rate in property valuation. The strengths are: · · · · Satisfies all of investors' return requirements, that is, return on and of the investment. Simple and easily understood and applied. Reliable for income streams without variable income growth rates. Widely used.

There are also certain weaknesses that need to be understood regarding the application of an overall rate. · · · · Difficult to apply to an un-stabilized income stream due to vacancy or significant spikes in market rents. Difficult to apply to single or multi-tenant properties with long term leases that have substantial near term risk of roll-over of tenants. Inconsistency of application regarding the calculation of NOI and reserves. In the current market there is some level of uncertainty and agreement as to acceptable rates of return and deal pricing among market participants.

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PROPERTY CLASS TRANSITION Over time, properties tend to transition between quality classes. That is, a new property rated a class A grade at its completion may transition to a class B after five or ten years depending on market conditions. Likewise, a class B property that receives significant capital infusion may upgrade to a class A rating. The determination of property class or quality is based upon the analysis of several factors including location, size, age, quality and condition, occupancy and tenancy, and rent levels. To a large extent, these factors are controlled through asset management, maintenance and capital expenditures. However, external factors such as new supply, changing economic conditions, design and amenities can also cause a property to transition between classes. As such, it is necessary to review property class ratings periodically to insure that each is properly categorized. The property classifications will be identified subsequently herein in the individual property type discussions to follow. The purpose of this study is to develop estimated cap rates for each class or quality of the core property types. The classes of property are commonly referred to as being A, B, or C class property. Shelby County requested rates on class D properties as well. Surveys and investors do not involve themselves with this low quality of asset and cap rates for the low end classes then based solely on market transactions and our judgment. Finally, it is important to note that this assignment did not allow for the authors of this study to inspect any of the properties that were selected as market transactions. Our conclusion as to class of property is subjective and based on age of the improvements, photographs of the property (if available), and our discussion with the verifying source of the sale. CAPITALIZATION RATES SPREADS It is not possible to generate a sufficient number of sales for each property type and for each class from available market data in Shelby County. The sales we researched provided too a wide spread in cap rate data. Thus, since the available database from the marketplace is limited and somewhat imperfect, especially for the Class C and D properties, we have also analyzed the potential spread between property classes by employing separate techniques. These alternative techniques are: · · · Investor surveys reflecting A and B class properties, A capitalization rate analysis on 60 regional mall sales from 2007 and 2008. These sales provide Class A, B, C and D properties for analysis directly from the market. The spread in yields between 10-year corporate bonds and 10-year Treasury Bills. This spread will track the risk premium associated with the various investment grades above a "safe investment", Treasury Bills. We realize that corporate bonds and Treasury Bills are not real estate and that the risk of owning real estate is generally regarded as higher than corporate bond for liquidity and marketability reasons, but the spreads provide some guidelines for us in establishing risk premiums for different grades of real property above a base line, Class A properties.

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Finally, the Korpacz Survey reports Institutional versus Non-Institutional grade cap rates which are generally A/B versus C class or lower.

Regional Mall Cap Rate Spreads Our research of recent national regional mall transactions yielded sales from January 2007 to July 2008 and provided cap rates on Class A, B, C, and D regional malls. We used this analysis as a guide to assist us in analyzing the spread between appropriate cap rates for other types of properties. The chart below presents the details of this analysis.

NATIONAL REGIONAL MALL CAPITALIZATION RATE Property Class Class A Class B Class C Class D Low 5.0% 6.0% 8.2% 14.25% High 5.5% 7.2% 9.9% 15.8% Average 5.25% 6.7% 9.06% 15.0%

Using the rates above, a range for spreads is indicated for each class. The malls were rated based on in-line sales per square foot, age, occupancy, tenant mix, and other factors. The chart shows the range that can occur within class rankings, such as the 145 average spread of basis points between a Class A and B malls; 381 basis points between a Class A & C malls; and 975 basis point spread between a Class A and D malls. The chart also shows that the spread increases between classes of property as the class quality decreases from A to D. Corporate Bond Yield Spread To reiterate, we realize that the risk of owning real estate is generally regarded as higher than corporate bond for liquidity and marketability reasons. However, the spreads between corporate bonds and 10-Year Treasury Bill yields provide some guidelines for us in establishing risk premiums for different grades of real property above a base line, Class A properties. We consider a Class A property to be the benchmark in terms of investment appeal because if its attributes like age, quality, tenant mix, and strength/longevity of the income stream. Therefore, Class A properties typically have the lowest overall capitalization rates. Class B, C, & D real properties tend to have higher overall capitalization rates than Class A properties because they are inferior in terms of one or more of the aforementioned attributes. Since we found few recent sales of Class D properties with overall capitalization rates, we used the risk premium or yield spread over 10-year Treasuries as one of the guides to aid in establishing an appropriate overall capitalization rate for Class D real estate. The following chart summarizes the spread between the yields on 5-year and 10-year corporate bonds and the 10-year Treasury Bill yield as of 10/7/08. This chart was provided by bondsonline.com and is based on Thomson Reuters, Inc. data.

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The 10-year Treasury Bill is considered the benchmark because it is judged to be a highly safe investment and bond spreads or differences in bond yields are calculated daily. For consistency, we focused on the 5- and 10-year maturity terms since this is generally considered to be the typical holding period for most real estate investors. We have used these spreads as a guide in helping to select overall capitalization rate ranges.

Reuters Corporate Bond Spread Tables

Reuters Corporate Spreads for Industrials - In Basis Points 10/7/2008 Rating Aaa/AAA Aa1/AA+ Aa2/AA Aa3/AAA1/A+ A2/A A3/ABaa1/BBB+ Baa2/BBB Baa3/BBBBa1/BB+ Ba2/BB Ba3/BBB1/B+ B2/B B3/BCaa/CCC+ US Treasury Yield 5 yr 185 190 200 215 230 250 290 330 360 425 535 660 700 755 950 1000 1025 2.45 10 yr 160 170 190 215 245 255 275 330 355 385 550 600 635 680 700 1050 1100 3.5

Reuters Corporate Spreads for Transportations - In Basis Points 10/7/2008 Rating Aaa/AAA Aa1/AA+ Aa2/AA Aa3/AAA1/A+ A2/A A3/ABaa1/BBB+ Baa2/BBB Baa3/BBBBa1/BB+ Ba2/BB Ba3/BBB1/B+ B2/B B3/BCaa/CCC+ US Treasury Yield 5 yr 165 180 200 215 230 240 250 275 290 300 505 520 530 580 685 790 850 2.45 10 yr 165 185 200 215 225 240 245 255 285 315 545 610 630 645 660 720 815 3.5

Reuters Corporate Spreads for Utilities - In Basis Points 10/7/2008 Rating Aaa/AAA Aa1/AA+ Aa2/AA Aa3/AAA1/A+ A2/A A3/ABaa1/BBB+ Baa2/BBB Baa3/BBBBa1/BB+ Ba2/BB Ba3/BBB1/B+ B2/B B3/BCaa/CCC+ US Treasury Yield 5 yr 245 265 275 290 300 315 325 365 375 390 470 600 700 800 900 1050 1150 2.45 10 yr 265 285 295 310 340 345 365 385 400 410 490 690 780 920 1020 1120 1220 3.5

BondsOnline (http://www.bondsonline.com); FT Interactive Data

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We found that rating agencies typically give corporate bonds a quality rating that ranges from A to C, based on their underwritten risk; an A rating is the best. There are then numerous levels of each rating, for example, the highest rating is AAA but there are also AA+, AA, & AA- in the top tier of ratings. See the previous charts. The lowest rating for investment grade bonds is BBB class. We found that Corporate Bonds with ratings below BBB are now considered "junk bonds" or not investment grade. "Junk bonds" have the highest yield or return because they are perceived to (and do) present the investor with the highest risk. From a risk premium standpoint, typically the marketplace assigns an equivalent risk of a 10-year, BBB rated bond to a "good" class A or B real estate deal as a comparative measurement. We focused our attention on Industrial corporate bonds. The yields and spreads for the other two categories of bonds (Transportation & Utilities) are similar to the industrial spreads. We separated the ratings for industrial corporate bonds, in the aforementioned chart, into three groups: · The first group (AAA through AA-) includes bonds that are considered slightly more risky than 10-year Treasuries. The chart shows the yield premiums needed to attract investors to these bonds. The spread ranges from 160 to 285 basis points over the yield offered by the 10-year Treasury Bill. The second group of bonds (A+ through BBB) includes bonds that are still "investment grade" but considered more risky bonds in the first group or the 10-year Treasuries. The previous chart shows the yield premium needed to attract investors to these bonds. The spread ranges from 225 to 285 basis points over the yield offered by the 10-year Treasury Bill. The third group of bonds (BBB- through CCC+) are below "investment grade" and are now considered to be "junk bonds". They are perceived to be more risky than either of the previous two groups or the 10-year Treasury Bill. The basis point spread that is shown in the previous chart represents the yield premium needed to attract investors to these bonds. The spread is much wider here because to the wider variations of risk faced by the investor. The spread ranges from 385 to 1,100 basis points over the yield offered by the 10-year Treasury Bill.

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Summary In the previous two sections of the report we examined other guides that we considered to help us establish cap rate ranges, especially for Class D properties since we found very few recent sales of Class D properties with overall capitalization rates. First we examined a large database of regional mall sales and found progressively larger basis point spreads in the overall capitalization rate range between Class A properties and Classes B & C malls. The basis point spread between Class A and Class D malls was about 975. Next we analyzed the spread in yields between 10-year Treasury Bills and corporate bonds. We found that the yield spread between the 10-year Treasury Bills as of 10/07/08 and the lowest rated bonds (below investment grade) ranges from 375 to 1,100 basis points. This is, admittedly, a broad range but it covers a broad group of bond ratings that represent significant differences in expected risk to the investor. We believe that the high end of the range would represent the difference or risk premium between a Class A investment and a Class D investment. In the final analysis, this data suggests that a spread of 400 to 800 basis points to be a reasonable range for the risk difference between a Class A and Class D real estate investments. We have considered this in our conclusions. Again, we realize that the risk of owning real estate is generally regarded as higher than the risk of owning a corporate bond for liquidity and marketability reasons. For this reason, our analysis using the basis point spread starts with the overall capitalization rate that is deemed appropriate for a Class A property and adds a premium for the perceived additional risk by property class.

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MEMPHIS ECONOMIC OVERVIEW

Known as "America's Distribution Center", Memphis is a transportation hub located in western Tennessee, served by two interstate highways (I-40 and I-55), Memphis International Airport and the Mississippi River. Two-thirds of a new outside expressway loop is completed (Nonconnah Parkway & Paul Barrett Parkway) and another interstate highway (I-69) is planned. Shelby County is the primary county in the MSA, which includes two other counties in Tennessee (Fayette and Tipton), one in Arkansas (Crittenden) and one in Mississippi (DeSoto). The metro area comprises nearly 1.3 million residents and 642,000 jobs, according to Moody's Economy.com. The economic base, demographics, and future outlook of metro Memphis are summarized in the following discussions. ECONOMIC BASE The Memphis economy has stalled and is at or near recession. Factors contributing to this condition are the national economic slowdown, a weak housing market, the mortgage industry meltdown, and sustained high energy costs, increased competition from other mid-tier cities. Local job growth sputtered along in the early 2000s gaining some positive momentum in 2005 and 2006 before the capital markets unraveled in August 2007. Since that time the local housing market has fallen in both permit activity and pricing, and local job growth has also decreased, particularly in the areas of construction, finance, manufacturing, trade, and information. The low unemployment rate remains one of the few bright spots in the local economy.

ECONOMIC INDICATORS - MEMPHIS MSA

2001 Gross Metro Product (Billions) Population (Thousands) Population Change Employment (Thousands) Employment Change Unemployment Rate Personal Income Growth Single-Family Housing Units Multi-Family Housing Units Existing Home Prices Mortgage Originations (Millions) Personal Bankruptcies

Source: Moody's Economy.com

2002 43.5 1,224.3 9.0 613.1 (6.1) 5.3% 3.2% 7,462 1,622 $128,900 $7,675 22,813

2003 44.6 1,234.3 10.0 616.6 3.5 5.9% 3.1% 8,547 1,058 $133,400 $11,043 23,325

2004 45.3 1,243.8 9.5 616.5 (0.1) 5.9% 5.7% 8,890 1,240 $135,600 $7,865 21,887

2005 46.3 1,254.5 10.7 626.6 10.1 6.1% 4.8% 9,710 1,082 $140,900 $7,835 24,483

2006 47.8 1,271.7 17.2 637.3 10.7 5.6% 5.6% 8,615 1,636 $142,200 $7,552 12,550

2007 48.5 1,280.5 8.8 642.7 5.4 5.2% 5.2% 5,676 2,402 $136,400 $6,042 14,848

2008 (Est.) 49.1 1,290.4 9.9 642.0 (0.7) 6.2% 4.5% 3,245 300 $111,600 $4,571 15,777

41.8 1,215.3 --619.2 --4.4% 5.2% 6,446 1,612 $124,900 $6,901 20,930

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Memphis is primarily known as a major distribution center. Industries supporting distribution activity ­ transportation and wholesale trade ­ represent 16% of the local economy. The local economy, however, is more diversified than distribution, as indicated in the following table of employment composition for the Memphis MSA in 2007. Industry sectors representing at least 10% of the local economy are government, professional and business services, education and health care, retail trade, and transportation and utilities. During the first half of 2008, consumerbased industries have declined, but government and many service industry sectors are growing.

Memphis Employment Composition

13.8% 3.9% 8.2%

Construction Manufacturing Transportation/Utilities

3.8%

10.2%

Wholesale Trade Retail Trade

9.9% 5.8%

Information Financial Activities Prof. & Business Services Educ. & Health Services

12.0%

11.3% 1.2% 13.0% 5.2%

Leisure & Hosp. Services Other Services Government

DEMOGRAPHIC TRENDS The Memphis MSA population is approximately 1,292,000, according to Claritas, a figure that is on par with the Moody's figure cited earlier. Population growth is generally slow, steady, and in line with national growth rates. Shelby County, the primary county in the MSA, dominates the region, representing 72% of population. As is typical of larger metro areas, the primary county is growing at a much slower clip than the surrounding suburban counties. And, the City of Memphis is experiencing stagnation, as indicated by declining growth rates. The following table shows key demographic characteristics and trends. Notable factors are: · Memphis is relatively young with a median age of around 35 years old. The largest age cohort group is 35-44 years old (14%), followed by 25-34 years old (13%). The senior population (65+ years old) represents just over 10% of the population, significantly lower than the State or the nation. It is also a racially diverse community, essentially split 50/50 between white and minority groups for the MSA, with a higher minority population in the County (60%) and in the City (72%). The minority groups include African Americans (45.7%) and Asians/other races (3.4%), as well as Hispanics of any race (3.6%). Memphis is a middle class community with an average household income of approximately $60,000. More people earn under $15,000 per year (16%) than over $100,000 (14%), while the largest group earns between $50,000 and $75,000 (19%).

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·

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Incomes are higher in the County ($61,200) and lower in the City ($48,400), compared to the MSA. · Memphis tends to be a family-oriented community which is illustrated by the household size, percentage of family households, and propensity toward home ownership. Shelby County reports the highest home values ($124,300), which are 35% higher than the City, but only 2% higher than the MSA.

DEMOGRAPHIC CHARACTERISTICS AND TRENDS

City of Memphis Population Trends 2008 Annual % Change 2000-2008 Annual % Change 2008-2013 Population Profile (2008) Median Age % Under 18 Years Old % 65+ years Old % Minority Population Average Household Income (2008) Households (2008) Average Household Size % Family Households Owner-Occupied Housing Average Home Value (2008)

Source: Claritas

Shelby County 916,454 0.3% 0.3% 35.00 27.5% 10.2% 57.9% $61,188 348,962 2.57 67.6% 64.2% $124,311

Memphis MSA 1,292,475 0.9% 0.8% 34.92 27.1% 10.4% 50.6% $60,125 488,143 2.60 70.0% 67.4% $121,677 Tennessee 6,135,887 0.9% 0.9% 37.47 23.6% 13.1% 21.4% $56,612 2,454,617 2.44 69.5% 70.8% $124,316 USA 304,141,549 1.0% 1.0% 36.67 24.4% 12.7% 27.3% $67,918 114,694,201 2.58 68.3% 67.1% $178,626

632,780 -0.3% -0.3% 33.99 27.5% 10.9% 72.4% $48,412 246,591 2.50 62.5% 55.9% $91,798

FUTURE OUTLOOK Memphis offers several strengths as a business location. It has an excellent transportation system, including highways, airport, rail, and river. This transportation system includes the world's largest air cargo airport, and the nation's 4th largest inland port. The local economy is diverse and the cost of doing business is low, including low real estate rates relative to other large metropolitan areas, and a relatively low local tax burden. Another bright spot is the small, but growing biotechnology manufacturing sector, which adds high-paying jobs to the local economy.

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Memphis also has several challenges, most notably its sensitivity to economic cycles and sluggish growth even in good times. It is highly dependent on one large employer ­ Federal Express Corporation (30,000 jobs); the next largest private-sector employer is just over one-third this size. While Memphis has a well-developed distribution network, the high energy costs are placing a burden on the transportation industry, as well as on consumers. Consumers are also impacted by the challenging housing market, which probably the single biggest factor in impeding economic growth.

TOP 10 PRIVATE EMPLOYERS - MEMPHIS MSA

No. 1 2 3 4 5 6 7 8 9 10 Employer Federal Express Baily's Tunica & Resorts Methodist Healthcare Baptist Memorial Healthcare Naval Support Activity-Mid-South Wal-Mart Stores Harrah's Entertainment Univ. of Tennessee Health Sciences Center The Kroger Company First Horizon National Corp. Local Jobs 30,000 13,000 8,717 6,585 6,372 6,000 5,541 3,750 3,500 3,423

Source: Moody's Economy.com

Memphis is forecast to perform on par with the nation over the next four years, following a downturn in 2008. According to Moody's Economy.com, the local economic slowdown is expected to continue through 2009, followed by respectable job growth in 2010 (10,400), 2011 (7,700), and 2012 (4,200). In addition, the population is also forecasted to grow by 41,700 new residents by 2012. These projections indicate the economic decline should bottom out in 2008 and 2009, followed by a more favorable outlook. The following sections will present a brief overview of the individual asset class market conditions and the results of the capitalization rate analysis.

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OFFICE PROPERTIES

OFFICE MARKET CONDITIONS

MEMPHIS OFFICE MARKET TRENDS

Year 2002 2003 2004 2005 2006 2007 2008 Existing SF 44,702,339 45,160,292 45,605,853 45,887,505 46,059,288 46,220,927 46,800,764 Vacant SF Direct Total 4,820,866 5,217,983 4,856,260 5,247,859 6,144,165 6,384,930 5,822,059 6,127,186 5,340,237 5,716,661 5,210,252 5,567,413 5,528,922 5,809,238 Vacancy Rate 11.7% 11.6% 14.0% 13.4% 12.4% 12.0% 12.4% Net Absorption 724,801 428,077 (691,510) 539,396 582,308 310,887 338,012 2,231,971 Deliveries 1,046,817 457,953 503,761 286,152 171,783 161,639 579,837 3,207,942 Under Construction 695,927 449,351 266,924 125,383 333,639 531,537 158,520 Quoted Rent/SF $15.64 $15.62 $15.80 $16.05 $16.10 $16.81 $17.41

Source: CoStar Group, Inc. (4th Quarter 2008)

Memphis has an office inventory of 46.8 million square feet. As of year-end 2008, the market recorded 5.8 million square feet of vacant space representing an overall vacancy rate of 12.4%. Approximately 280,000 square feet of the vacant space is sublease space, representing 4.8% of vacant space. During the first half of 2008, the market experienced a net loss of almost 168,000 square feet in net absorption, which is indicative of deteriorating market conditions. Costar's office data include owner-occupied space, which encompasses approximately half of office inventory according to local brokers. The inclusion of owner-occupied buildings may artificially overstate market performance, particularly with vacancy and absorption; however, overall trends are still relevant because the historic data are consistent. In addition, many national and institutional investors rely on CoStar data to provide consistent market information across a broad spectrum of markets nationwide. So, while the methodology utilized by CoStar may be flawed, the broad market trends and concepts from these data do provide a relevant indication of the local Memphis market. Significant office trends, based on the CoStar information are summarized below: · Since 2002, a total of 3.2 million square feet have been added to the market, averaging approximately 458,000 square feet per year. By contrast, net absorption has totaled 2.2 million square feet or approximately 319,000 square feet annually. This has caused the vacancy rate to remain at unhealthy levels. The Class A market is faring better than the market as a whole. Class A space totals 10.2 million square feet, representing 22% of total office space. Since 2002, Class A absorption has totaled 2.3 million square feet, with an annual average of 326,000 square feet ­ higher than average annual absorption for the entire office market ­ which means that the Class B and Class C markets are losing occupancy as the market shifts to higher quality space. The Airport and Northeast submarkets are the weakest performers with the greatest negative absorption.

·

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MEMPHIS OFFICE ABSORPTION BY SUBMARKET

Submarket 385 Corridor Airport DeSoto Co. Downtown East Midtown North Northeast Total Class A 275,398 0 7,953 64,997 132,720 (6,793) 0 (144,429) 329,846 Class B 19,094 (236,693) 5,780 (10,812) (76,736) 103,668 17,511 (30,429) (208,617) Class C (35,735) (48,151) 5,074 313,341 (18,811) (4,507) (4,783) 10,355 216,783 Total 258,757 (284,844) 18,807 367,526 37,173 92,368 12,728 (164,503) 338,012

Source: CoStar Group, Inc. (4th Quarter 2008)

·

·

·

Office rents in Memphis are typically quoted on a full-service basis. The average quoted rent is $17.41 per square foot. Class A rents are higher, averaging $19.77 per square foot, while Class B rents average $17.56 per square foot. Office rents have remained flat in the Memphis market, growing at less than 2% annually since 2002. Rents are likely to remain flat until the market reaches equilibrium with a vacancy rate of around 10%. The dominate office submarket is the East Memphis submarket, which accounts for 24% (11.3 million square feet) of office inventory. This area includes the wealthier residential neighborhoods extending from Midtown to Germantown. This submarket has a significant portion of Class A space (3.3 million square feet) and the highest rents. Class A rents in this submarket average nearly $25.91 per square foot. Downtown Memphis is the largest office submarket with nearly 13.4 million square feet. This market is dominated by older Class B and Class C office buildings ­ and a lot of uncompetitive government buildings and other owner-occupied buildings. On the positive side, this submarket has among the lowest vacancy rates in the market and has achieved strong absorption during 2008. The 385 Corridor area in Southeast Memphis is another significant submarket. It is the most balanced local submarket with a low vacancy rate and the second highest net absorption. Comcast signed a lease for 60,000 square feet in a 385 Corridor submarket building in 2007; and Hunter Fan took another 60,000 square feet of leased space in 2008. These two transactions represent the most significant office leases signed in the Memphis market during the last 24 months. Other significant leases exceeding 25,000 square feet include: Apperson Crump & Maxwell, GTx, Morgan Keegan, Mass Mutual, SSR Ellers, and Trumbull Laboratories, and the US Government (GSA).

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MEMPHIS OFFICE MARKET BY SUBMARKET

Submarket 385 Corridor Airport DeSoto County Downtown East Midtown North Northeast Total Existing SF 6,469,442 5,772,845 1,413,054 13,469,046 11,269,134 3,648,664 1,378,654 3,379,925 46,800,764 Vacant SF 546,044 1,320,734 240,309 1,084,890 1,564,417 315,356 213,520 523,968 5,809,238 Vacancy Rate 8.4% 22.9% 17.0% 8.1% 13.9% 8.6% 15.5% 15.5% 12.4% Net Absorption 258,757 (284,844) 18,807 367,526 37,173 92,368 12,728 (164,503) 338,012 Deliveries 295,466 0 10,400 0 270,371 0 3,600 0 579,837 Under Construction 3,800 0 6,738 0 147,982 0 0 0 158,520 Quoted Rent/SF $20.14 $14.97 $18.98 $15.27 $19.64 $14.94 $14.12 $18.03 $17.41

Source: CoStar Group, Inc. (Year-end 2008)

OFFICE CLASS DESCRIPTIONS Office buildings are analyzed and researched by class of property classifications. The "class" of property, ranged from class A to class D. Office building class is more adequately described in the following summary: Class A A relatively new building or an older building that attracts high-quality tenants and upper-tier rental rates. These properties have the following attributes: · The highest quality of construction and finish, · A prime location in relation to other projects, · Are very professionally managed and maintained, · Normally have higher occupancy rates than other projects. · In the final analysis, an office building can be classified as an "A" property if it is located in an "A" location and achieves "A" rents. A relatively new building of good quality or an older building that is completely renovated and updated. It has the most or all of following characteristics: · It is well located with good visibility, · It has above-average finish in space, · It is at or above moderate occupancy levels and rents, · It is well managed and maintained, and · It has good quality class of tenants A lesser quality newer building or older renovated building in average condition with minimal functional deterioration and obsolescence. It has all or most of the following characteristics: · Generally a non-prime location, · It has moderate to average occupancy levels, · It has moderate to average rental rates for the area, · It is a well-managed building, · It is considered to be "average" for the marketplace

Class B

Class C

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Class D

These properties are below average newer or older buildings that are reaching the end of their economic life. They have lower quality of construction and finish than found in other projects. This type of property may be severely impacted by physical, functional or economic obsolescence. It has all or most of the following characteristics: · Lower occupancy rates, · Lower rental rates, · Often in need of extensive renovation or repair, · Usually in non-prime location, · Below-average management quality, · Lower quality of tenants on leases of short duration, and · Minimal rent; often being operated on a break-even basis; and may not be producing positive cash flow.

OFFICE INVESTOR SURVEYS The following table summarizes the overall cap rate results of the national investor survey data for office product.

OFFICE CAP RATES - INVESTOR SURVEYS

URBAN/CBD Survey Korpacz* 2008 ­ 4th Quarter 2007 ­ 4th Quarter 2006 ­ 4th Quarter RealtyRates.com (4th Quarter 2008) Real Estate Research Corp. (1st Quarter 2008) National Markets Memphis Market

*

SUBURBAN Class C ------------Class A 7.59% 7.2% 7.63% 8.86% 7.40% 7.40% Class B 8.91% 8.67% 8.98% ------Class C -------------

Class A 7.14% 6.64% 6.94% 9.63% 7.20% 7.00%

Class B 8.73% 8.06% 8.63% -------

Korpacz reports institutional and non-institutional grade versus Class A and B property types.

We believe that office product is best compared, from an overall capitalization rate perspective, based on class of space. This is the method used by the Investor Survey publications. However, if overall capitalization rates for office sales are sorted by size, if is difficult to use the Investor Surveys as a guide because they are sorted only by class of space only.

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OFFICE OVERALL RATES CONCLUSION FROM SALES-BASED ON SIZE In our previous reports, we provided overall capitalization rate conclusions for office properties based on their size and then by class within each size range. To be consistent and at your request, we have again provided the data in that format. However, as mentioned above, we believe that categorization by property class is a more appropriate methodology. This is because one of the more important criteria for judging the class of an office property is its age; there is typically a direct relationship between age and the level of finish, design, location and other features that attract tenants. While there are certainly exceptions, we generally find that Class A properties typically are less than 10-years old, Class B properties are 10-20 years old, Class C properties are 20-30 years old, and class D properties are grater than 30 years old. The following chart summarizes our findings. It is based on the 29 office sales that we researched. There are blanks in this chart where there was not enough recent sales data to make a decision based purely on the sales that we found. The calculation of net operating income and overall capitalization rates from sales and the investor surveys (shown above) do not include tenant build-out allowance or leasing commissions as an expense. Also, it is industry standard for this property type to reflect overall capitalization rates without reserves as an expense item.

Selected Overall Capitalization Rates Based on Sales-Office

Property Class A Offices (Greater than 200,000 s.f.) Without Reserves as Expense 7.00% to 7.50% 7.50% B to 8.50% C D

Offices (100,000-199,999 s.f.) Without Reserves as Expense

7.00%

to

7.75%

7.50%

to

8.50%

Offices 50,000 to 99,999 s.f.) Without Reserves as Expense

7.00%

to

7.50%

7.50%

to

9.00%

9.00%

to

10.00%

Offices 49,999 s.f. and under Without Reserves as Expense

7.00%

to

7.50%

7.50%

to

8.50%

8.00%

to

9.00%

Note: The industry standard is to report capitalization rates excluding reserves as an expene item

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BROKER INTERVIEWS The sales were closed during 2007 and 2008; most were in 2007. Most of the sales were verified with either the listing or buyer's broker. We interviewed them about current market conditions and found a consensus of opinion that current rates for most types of office properties today are 25 to 50 basis points higher than is exhibited by the more dated sales. This is not surprising given current market conditions. We considered this when choosing our single point overall capitalization rates that are shown in the following chart. This is why the single point overall capitalization rates that are shown below are at the top of the ranges indicated by the sales. OFFICE OVERALL RATES-CONCLUSION As noted above, the Investor Survey data is not very useful here because it sorts office properties by class of space rather than size. We considered it for general rate spreads only. We relied more heavily on the recent sales, our broker interviews. We also considered the Corporate Bond Spread Yield Analysis that was previously discussed. The spread in overall capitalization rates (without reserves as an expense) between Class A and D properties is about 425 to 470 basis points. The concluded overall capitalization rates based on both the sales and the recent broker interviews are summarized below. As mentioned earlier, typical investor surveys do not classify office properties by age but by class of property. As shown in the chart, it is industry standard for this property type to reflect overall capitalization rates excluding reserves as an expense item. However, at the client's request, we have reflected overall capitalization rate ranges with and without reserve allowance as an expense.

Concluded Overall Capitalization Rates-Based on Sales & Broker Interviews-Office

Property Class A Offices (Greater than 200,000 s.f.) Without Reserves as Expense With Reserves Offices (100,000-199,999 s.f.) Without Reserves as Expense With Reserves Offices 50,000 to 99,999 s.f.) Without Reserves as Expense With Reserves Offices 49,999 s.f. and under Without Reserves as Expense With Reserves 7.75% 7.45% B 8.75% 8.45% C 10.50% 10.20% D 12.50% 12.20%

7.75% 7.54%

9.00% 8.79%

10.50% 10.29%

12.50% 12.29%

7.75% 7.50%

9.00% 8.75%

10.00% 9.75%

12.50% 12.25%

7.75% 7.48%

8.75% 8.48%

9.25% 8.98%

11.50% 11.23%

Note: The industry standard is to report capitalization rates excluding reserves as an expene item

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As noted in the previous charts, the industry standard is to report overall capitalization rates without reserves as an expense item. However, at your request, we have reflected these rates both with and without reserves as an expense item.

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INDUSTRIAL PROPERTIES

INDUSTRIAL MARKET CONDITIONS

MEMPHIS INDUSTRIAL MARKET TRENDS BY TYPE OF SPACE

Vacancy Rate 22.7% 13.2% 13.6% Avg. Annual Absorption 2002-2008 90,856 3,428,599 3,519,455 Avg. Annual Deliveries 2002-2008 106,976 3,881,645 3,988,621

Type Flex Warehouse Total

Existing SF 7,703,023 176,475,661 184,178,684

Vacant SF 1,747,396 23,365,839 25,113,235

Source: CoStar Group (4th Quarter 2008)

MEMPHIS INDUSTRIAL MARKET TRENDS

Year 2002 2003 2004 2005 2006 2007 2008 Existing SF 160,755,931 164,770,892 166,151,881 173,042,552 177,557,037 181,584,276 184,178,684 Vacant SF Direct Total 23,371,382 25,595,309 24,429,605 27,490,676 24,612,980 26,706,042 25,191,757 26,644,827 24,488,260 25,777,110 25,692,451 25,962,718 23,979,683 25,113,235 Vacancy Rate 15.9% 16.7% 16.1% 15.4% 14.5% 14.3% 13.6% Net Absorption 731,360 2,119,594 2,165,623 6,951,886 5,382,202 3,841,631 3,443,891 24,636,187 Deliveries 3,808,634 4,014,961 1,380,989 6,941,671 4,809,093 4,151,091 2,813,908 27,920,347 Under Construction 3,662,025 819,920 3,511,221 4,642,438 2,983,403 2,913,908 952,743 Quoted Rent/SF $2.65 $2.64 $2.68 $2.72 $2.69 $2.83 $2.93

Source: CoStar Group, Inc. (4th Quarter 2008)

Known as "America's Distribution Center," Memphis is strategically located in the central United States to serve about 2/3 of the US population. The Memphis industrial market has an inventory of 184.2 million square feet, of which 25.1 million square feet are vacant, or 13.6% as of year-end 2008. Similar to the office market, the CoStar industrial information includes owner-occupied properties comprising approximately one-third of industrial space, which may overstate market performance, but provide an indication of overall market trends. Unlike the office market, the industrial market typically has much more investment by owners-users and tends to have more single-tenant (owner-occupied) properties; so, owner-occupied industrial properties create more competition with the speculative industrial market, particularly with newer product. Relevant trends in the industrial market are summarized below: · The warehouse market is the dominant industrial sector representing 96% of total supply. It includes the distribution segment of the market as well as the bulk warehouse segment. Since 2002, warehouse inventory has increased by an average of 3.9 million square feet per year, compared to annual absorption of 3.4 million square feet. This supply-demand imbalance has caused the vacancy rate to remain relatively high, exceeding 13%. The majority of development and leasing activity in the warehouse sector is attributed to larger owner-users. Very little speculative development has taken place in the last two years, according to local brokers.

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·

·

·

·

·

The flex market has not fared as well as the warehouse market. This sector comprises 7.7 million square feet, representing only 4% of industrial supply. Since 2002, average annual deliveries (107,000 square feet) have slightly out-paced average annual absorption (92,000 square feet), which is positive. However, this industrial sector has experienced perpetually high vacancy rates, exceeding 20% in the last several years, which illustrates the underlying weakness in this market. Flex space is primarily located in two submarkets, each with about 2.7 million square feet of inventory: Northeast and Southeast. This product tends to be more speculative than the warehouse product, but it has clearly lost traction in the market. Average quoted industrial rents are $2.93 per square foot. Although average rents are at their highest level this decade, they still fall under $3.00 per square foot. Rents have remained fairly flat, increasing by only 1.7% annually since 2002. Rents vary by type and class of space. Warehouse rents average $2.69 per square foot. The highest quoted warehouse rents are in the Northeast submarket, while the lowest are in the Northwest submarket. Flex rents are higher, averaging $7.88 per square foot, which are highest in the Northeast submarket and lowest in the Northwest submarket. According to local brokers, real industrial rents have declined in the last few years due to an increase in concessions ­ free rent ­ with no material changes in face rate. Southeast Shelby County is the dominant industrial submarket representing nearly half of supply. This submarket offers the best airport access and proximity to local industrial giants Federal Express and United Parcel Service. This submarket has a slightly lower than average vacancy rate and is the market leader in absorption. DeSoto County (MS) has emerged quickly as Memphis' third largest industrial submarket due to its Interstate 55 access and spillover from the Southeast submarket. It has garnered most of the new construction activity. The Southwest submarket is the second largest submarket, but it has mostly older inventory. Memphis boasts six large distribution centers exceeding 1.0 million square feet: Brother International, Ford Motor Company, Hewlett-Packard, Nike, Technicolor Video, and Williams-Sonoma. Hewlett-Packard has reportedly announced plans to vacate its Memphis facilities totaling 2.1 million square feet, which is a detriment to the market as others may follow. Major leases signed in the last 24 months, exceeding 400,000 square feet include: Cooper Industries, Diamond Comics, DSC Logistics, Mallory Alexander International Logistics, New Breed Logistics, Phillips Electronics, and ScanSource. Memphis has attracted several national industrial developers, including Panattoni, Industrial Developments International, Duke Realty, ProLogis and Champion Partners. Local developer Belz Enterprises is also an active player. The market sector has also successfully attracted institutional capital.

MEMPHIS INDUSTRIAL MARKET BY SUBMARKET

Submarket Crittenden Co. DeSoto County Northeast Northwest Southeast Southwest Total

Existing SF 1,731,120 28,361,902 9,655,207 16,832,639 86,648,176 40,949,640 184,178,684

Vacant SF 378,934 5,564,617 1,087,337 3,267,555 11,244,700 3,570,092 25,113,235

Vacancy Rate 21.9% 19.6% 11.3% 19.4% 13.0% 8.7% 13.6%

Net Absorption 293,688 1,064,591 176,434 1,565,848 245,645 97,685 3,443,891

Deliveries 0 1,402,608 65,300 1,100,000 210,000 36,000 2,813,908

Under Construction 0 452,743 0 0 100,000 400,000 952,743

Quoted Rent/SF $3.14 $3.17 $6.61 $1.75 $2.80 $2.43 $2.93

Source: CoStar Group, Inc. (4th Quarter 2008)

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WAREHOUSE/DISTRIBUTION CLASS DESCRIPTIONS There are numerous types of industrial buildings but we focused on warehouse/distribution because this the most prevalent type of industrial property in the Memphis area. Factors that determine the classification of warehouse/distribution properties are location, access, site/truck court configuration, ceiling height, column spacing, overall construction quality, and percentage/quality of office build out, among other factors. Class A A relatively new building or older building that attracts high-quality tenants and has upper-tier rental rates. These properties have the following attributes: · The highest quality of construction and finish, · A prime location in relation to other projects, · Are very professionally managed and maintained, · Normally have higher occupancy rates than other projects. · In the final analysis, a warehouse building can be classified as an "A" property if it is located in an "A" location and achieves "A" rents. A relatively new building of good quality or an older building that is completely renovated and updated. It has the most or all of following characteristics: · Above average quality construction and finish · Well located with good visibility · Well managed and maintained · At or above moderate occupancy levels and rents, and · Good quality class of tenants A lesser quality new building or older renovated building in average condition with minimal functional deterioration and obsolescence. It has all or most of the following characteristics: · Typically in non-prime locations · Normally well-managed building · Moderate to average occupancy levels · Moderate to average rental rates for the area · Considered to be the "average" in the marketplace Below average newer or older buildings reaching the end of its economic life. Lower quality of construction and finish than found in other projects. This property may be severely impacted by physical, functional or economic obsolescence. This type of property may be severely impacted by physical, functional or economic obsolescence. It has all or most of the following characteristics: · Usually in non-prime location · Often in need of extensive renovation or repair · Below-average management quality · Lower occupancy rates · Lower rental rates · Lower quality of tenants

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Class B

Class C

Class D

LVC Project No. 08-13954.1 Shelby County Government

INDUSTRIAL INVESTORS SURVEYS The following table summarizes the overall cap rate results of the national investor survey data for industrial product.

INDUSTRIAL CAP RATES - INVESTOR SURVEYS

WAREHOUSE Survey Korpacz* 2008 ­ 4th Quarter 2007 ­ 4th Quarter 2006 ­ 4th Quarter RealtyRates.com (4th Quarter 2008) Real Estate Research Corp. (1st Quarter 2008) National Markets Memphis Market

*

FLEX/R&D Class C ------------Class A 7.76% 7.60% 7.70% 10.10% 7.70% 8.30% Class B 9.94% 9.23% 9.08% ------Class C -------------

Class A 6.73% 6.48% 6.82% 8.42% 7.40% 7.90%

Class B 8.28% 7.84% 7.98% -------

Korpacz reports institutional and non-institutional grade versus Class A and B property types.

INDUSTRIAL CAPITALIZATION RATES FROM SALES LandAmerica Commercial Services examined 33 total sales of warehouse or distribution facilities in the Memphis area. The following chart summarizes our overall capitalization rate ranges based solely on these market transactions. There are blanks in this chart where there was not enough recent sales data to make a decision based purely on the sales that we found. The calculation of net operating income and overall capitalization rates from sales and the investor surveys (shown above) do not include tenant build-out allowance or leasing commissions as an expense.

Selected Overall Capitalization Rates Based on Sales-Industrial

Property Class A Warehouse/Distribution Without Reserve Allowance 7.00% to 8.00% 7.00% B to 9.00% 8.25% C to 10.00% D

Note: The industry standard is to report capitalization rates excluding reserves as an expene item

BROKER INTERVIEWS The sales were closed during 2007 and 2008 and, on closer inspection, we found much less activity in 2008 than in 2007. Most of the sales were verified with either the listing or buyer's broker. We interviewed them about current market conditions and found a consensus of opinion that current rates for most types of industrial properties today are 50 to 100 basis points higher than is exhibited by the more dated sales. This is not surprising given current market conditions. We considered this when choosing our single point overall capitalization rates that are shown in the following chart. This is why the single point overall capitalization rates that are shown below are at the top of the ranges indicated by the sales.

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INDUSTRIAL OVERALL RATES-CONCLUSION The concluded overall capitalization rates based on both the sales and the recent investor surveys are summarized below. The reader will note that the investor surveys do not reflect target rates for Class C or D properties. Therefore, we relied on the spreads between different classes of properties in the sales data, our interviews with market participants, and the Corporate Bond Spread Yield Analysis that was previously discussed as guides in selecting appropriate overall capitalization rates for these lower classes of properties. The spread in overall capitalization rates (without reserves) between Class A and D properties is 625 basis points. As noted in the chart, it is industry standard for this property type to reflect overall capitalization rates excluding reserves as an expense item. However, at the client's request, we have reflected overall capitalization rate ranges with and without reserve allowance as an expense.

Concluded Overall Capitalization Rates-Based on Sales, Investor Survey, & Broker Interviews-Industrial

Property Class A Warehouse/Distribution Without Reserve Allowance With Reserve Allowance 8.25% 7.81% B 9.00% 8.24% C 10.00% 8.65% D 14.50% 13.15%

Note: The industry standard is to report capitalization rates excluding reserves as an expene item

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RETAIL PROPERTIES

RETAIL MARKET CONDITIONS

MEMPHIS RETAIL MARKET TRENDS BY TYPE OF SPACE

Vacancy Type General Retail Malls Power Centers Shopping Centers Specialty Centers Total Existing SF 26,223,008 5,968,113 3,696,811 28,009,676 1,104,929 65,002,537 Vacant SF 1,276,472 369,146 669,418 3,801,723 254,439 6,371,198 Rate 4.9% 6.2% 18.1% 13.6% 23.0% 9.8% Avg. Annual Absorption 2002-2008 159,292 188,234 39,457 351,451 (2,459) 735,975 Avg. Annual Deliveries 2002-2008 426,106 216,307 111,885 568,791 2,432 1,325,521

Source: CoStar Group (4th Quarter 2008)

MEMPHIS RETAIL MARKET TRENDS

Year 2002 2003 2004 2005 2006 2007 2008 Existing SF 57,647,975 59,189,459 59,799,153 61,930,463 63,186,120 63,884,769 65,002,537 Vacant SF Direct Total 2,762,399 2,987,904 3,920,311 4,101,461 4,509,540 4,674,750 4,907,937 5,129,716 5,140,238 5,392,704 5,463,804 5,785,761 6,029,407 6,371,198 Vacancy Rate 5.2% 6.9% 7.8% 8.3% 8.5% 9.1% 9.8% Net Absorption 1,180,554 427,927 36,405 1,676,344 992,669 305,592 532,331 5,151,822 Deliveries 824,409 1,541,484 1,494,320 2,276,662 1,275,987 698,649 1,167,138 9,278,649 Under Construction 1,017,100 1,207,189 2,316,848 948,493 574,770 1,118,424 749,304 Quoted Rent/SF $11.93 $12.29 $12.39 $10.50 $10.86 $11.15 $13.29

Source: CoStar Group, Inc. (4th Quarter 2008)

The Memphis retail market comprises 65 million square feet with a vacancy rate of 9.8%. This inventory includes owner-occupied space, totaling approximately half of the existing retail space. While this could overstate overall market performance, owner-users of retail space ­ which mostly represent significant anchor tenants ­ are a key component of the retail market. Since 2002, the overall retail market has delivered 9.3 million square feet, which equates to 1.3 million square feet annually. New supply has outpaced demand by approximately 4.1 million square feet during the past seven years, or about 589,500 square feet annually. During this period, a total of 5.1 million square feet (736,000 square feet per year) of retail space has been absorbed. The vacancy rate has climbed by an astonishing 460 basis points since 2002. Other notable trends are outlined below: · There are eight large regional centers and malls in the Memphis market totaling 5.9 million square feet with a vacancy rate of 6.2%, better than the overall market average. Half of the centers are classified as regional malls, including Hickory Ridge Mall, Oak Court, Southland Mall, and Wolfchase Galleria. Primary mall anchor tenants in the Memphis market are Dillard's, JC Penney, Macy's, and Sears. Lifestyle centers, such as Overton Square are also included in the mall category.

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·

·

·

·

Power centers, representing 3.7 million square feet, have a vacancy rate of 18.4%. The vacancy rate has increased by more than 12 percentage points since 2002, which indicates significant weakness in this sector of the retail industry. While construction has not been particularly robust in this sector, absorption has been paltry, totaling less than 40,000 square feet annually. These types of centers are anchored by large national "big box" retailers that are well represented in the Memphis market. And, many are experiencing store failures, such as Circuit City, Goody's, and Linens and Things. Shopping centers, mostly comprised of neighborhood centers, are the largest sector with a total of 28 million square feet of space, representing 43% of the total retail market. The high vacancy rate of 13.6% indicates the supply-demand imbalance in this sector. Since 2002, about 569,000 square feet of shopping center space has been delivered annually, compared to about 351,000 square feet in absorption, which has pushed the vacancy rate up by five percentage points during this period. The key grocery anchor in the Memphis market is Kroger, but Super Target and Super Wal-Mart are also significant grocers. The average quoted retail rental rate is $13.29 per square foot, net of operating expense reimbursements. Similar to office and industrial rents, retail rents have remained flat, increasing by only $1.36 per square foot since 2002. The highest average rents are achieved at malls, with an average of $21.75 per square foot. The other primary sectors have rents slightly lower than the overall average falling in the $10.00 to $12.00 range per square foot. The largest retail submarket in Memphis is Downtown/Midtown, which is also one of the healthiest in terms of low vacancy and supply-demand balance. This submarket has undergone resurgence in recent years and has attracted new retail projects as a result. Southeast is the second largest submarket, but it comprises mostly older retail centers and is struggling with occupancy and absorption. The East, Southaven, and Northeast submarkets also have strong retail cores in relatively healthy condition. Not surprisingly, the highest rents are achieved in the wealthy East and Germantown neighborhoods.

MEMPHIS RETAIL MARKET BY SUBMARKET

Submarket Existing SF Vacant SF Collierville 3,181,446 273,394 Cordova 4,524,257 214,190 Downtown/Midtown 12,413,846 805,484 East 7,646,613 556,401 Germantown 4,437,941 452,730 North 6,402,099 902,352 Northeast 7,022,244 625,936 Olive Branch 1,571,818 155,876 Outlying DeSoto Co. 491,426 62,350 South 3,678,629 405,014 Southaven 5,013,987 495,000 Southeast 8,618,231 1,422,471 Total 65,002,537 6,371,198 Source: CoStar Group, Inc. (4th Quarter 2008)

Vacancy Rate 8.6% 4.7% 6.5% 7.3% 10.2% 14.1% 8.9% 9.9% 12.7% 11.0% 9.9% 16.5% 9.8%

Net Absorption 126,578 19,170 77,678 44,525 78,513 (157,756) 8,208 183,699 31,590 107,349 63,466 (50,689) 532,331

Deliveries 203,388 39,237 63,570 15,000 353,114 0 84,039 205,542 73,300 0 71,948 58,000 1,167,138

Under Construction 100,000 12,000 11,800 300,000 0 0 0 65,097 0 0 260,407 0 749,304

Quoted Rent/SF $12.49 $14.18 $11.79 $22.84 $17.33 $8.99 $13.11 $15.48 $14.88 $7.40 $14.89 $7.78 $13.29

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RETAIL CLASS DESCRIPTIONS-MULTI-TENANT PROPERTIES There are many different types of retail properties. We focused our attention on the most prevalent types in the Memphis area, in terms of total GLA: Regional malls, community/power centers, neighborhood centers, unanchored strip centers, and single tenant/net leased properties. The smallest shopping centers are unanchored strip centers and neighborhood centers. The latter are often anchored by grocery stores. Community centers are usually larger than neighborhood centers and have several anchor tenants, often including a large discount retailer. Power centers are typically larger community center with "big box" retailers as anchor tenants. The largest centers are regional malls that draw from the largest trade area and are anchored by one or more full-service department stores. Retail properties are generally classified by size of center, types of tenants, and trade area draw and sales volume generation of the inline tenants. Retail properties are also classified on a scale of A to D, based on a variety of factors as indicated below. Class A This is a relatively new building of good quality or an older building that is completely renovated and updated. It has excellent trade area demographics and a location with excellent visibility and/or access. These factors can greatly contribute to the potential success of the project when compared to others in the market area. These properties have the following attributes: · Typically have an effective age of 10 years or less. · Highest quality of construction and finish · Prime location in relation to other projects · Very professionally managed and maintained · Normally higher occupancy rates than other projects A relatively new building of good quality or an older building that is completely renovated and updated. An above average trade area demographics and a location with good visibility and/or access. These factors can contribute to above average rents. It has the most or all of following characteristics: · Typically have an effective age of 10-15 years, · Good quality construction and finish · Well located with good visibility · Well managed and maintained · At or above moderate occupancy levels and rents · Above-average finished space · Good quality class of tenants

Class B

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Class C

This type property has typical trade area demographics and an average location in terms of visibility and/or access compared to others in the market area. It is usually a lesser quality or older renovated building in average condition with minimal functional deterioration and obsolescence. It has all or most of the following characteristics: · Typically have an effective age of 15-20 years, · Typically in non-prime locations · Normally well-managed · Moderate to average occupancy levels · Moderate to average rental rates · Considered to be the "average" in the marketplace This type property has below average trade area demographics and a below average location in terms of visibility and/or access compared to others in the market area. This class of centers typically includes older, non-renovated buildings in below average condition, and with some functional deterioration & obsolescence as well as significant physical deterioration. This type property may be severely impacted by physical, functional or economic obsolescence. · Usually in non-prime location · Often in need of extensive renovation or repair · Below-average management quality · Lower occupancy rates · Lower rental rates · Lower quality of tenants

Class D

RETAIL INVESTORS SURVEYS The following table summarizes the overall cap rate results of the national investor survey data for retail product.

RETAIL CAP RATES - INVESTOR SURVEYS

REGIONAL MALL Survey Korpacz* 2008 ­ 4th Quarter 2007 ­ 4th Quarter 2006 ­ 4th Quarter RealtyRates.com (4th Quarter 2008)** Real Estate Research Corp. (1st Qtr. 2008) National Markets Memphis Market

* **

POWER CENTER Class A 7.75% 7.13% 7.14% N/A% 7.30% 7.70% Class B ------N/A% -----

NEIGHB./COMM. CTR. Class A 7.33% 7.24% 7.27% 9.27% 7.50% 7.90% Class B 9.36% 8.65% 8.79% 10.00% -----

Class A 6.96% 6.68% 6.86% N/A% 7.20% 7.60%

Class B 8.78% 8.28% 9.43% N/A% -----

Korpacz reports institutional and non-institutional grade versus Class A and B property types. RealtyRates.com reports anchored (Class A) versus unanchored (Class B) property types.

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CLASS DESCRIPTIONS-SINGLE-TENANT/NET LEASED PROPERTIES Single tenant/net leased retail properties typically include branch banks, restaurants, fast food establishments, drug stores, and big box properties. They are generally classified by building class/quality but, more importantly, by the strength and longevity of the income stream from the net lease. Class A This is a good quality, relatively new building with an excellent location and trade area demographics. The existing net lease has one or more of the following attributes: Typically 20+years remaining in the term of the lease with multiple options to renew at a stated rate. A creditworthy tenant, usually one that is rated by either Standard & Poors or Moody's, Periodic steps in the rent that equal or exceed the perceived level of future inflation, NNN or absolute net lease terms, A property that is well suited and essential to the operation of the tenant. This is a good quality, relatively new building with a good location and with good trade area demographics. This type property typically has one or more of the previous attributes missing or below the targeted Class A levels. This is a good quality building with an average location and trade area demographics. This type property is often 10+ years old. Usually this type property has a lease that has less than 10-years remaining on its existing term, a tenant that is unrated or it is difficult to judge its credit, and less than a NNN lease. This is typically an older building in a below average location and with below average trade area demographics. This type property is in non-prime location, often in need of extensive renovation or repair, and a lower quality of tenant with a lease that expires within the next five-years and has less than NNN structure.

Class B

Class C

Class D

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NET LEASE INVESTOR SURVEYS Net lease properties are single-tenant assets that have gained in popularity among investors, both large and small. Until recently, 1031 exchangers were strong buyers for these properties. As mentioned above, the strongest net lease investment opportunities are those with mature cash flow, long-term remaining lease term, periodic rent steps, NNN or absolute net lease terms, acceptable tenant credit ratings, and desirable location. Tenant credit is probably the biggest factor in weighing the cap rate, and ultimately the value of net lease deals. Net leased properties are primarily retail in nature but may also include industrial and office properties. The following table summarizes the overall cap rate results of the national investor survey data for net lease product.

NET LEASE CAP RATES - INVESTOR SURVEYS

Survey Korpacz 2008 ­ 4th Quarter 2007 - 4th Quarter 2006 - 4th Quarter RealtyRates.com (4th Quarter 2008) Full-service restaurant Fast food restaurant Convenience store/gas station School & Daycare center 8.63-16.16% 6.37-15.15% 6.17-13.24% 6.86-14.13% 12.68% 11.51% 7.92% 9.80% 6.0-10.0% 6.0-10.0% 6.0-10.0% 7.85% 7.60% 7.65% Range Average

RETAIL CAPITALIZATION RATES FROM SALES As mentioned earlier, we focused our researched on five types of retail properties: enclosed regional malls, power centers/community centers (generally larger than 100,000 square feet with several national anchors), neighborhood centers (generally between 40,000 and 100,000 square feet with one anchor), strip centers, and single tenant/net leased retail properties. Land America examined 59 total sales. The following chart summarizes our overall capitalization rate ranges based solely on these market transactions. There are blanks in this chart where there was not enough recent sales data to make a decision based purely on the sales that we found. The calculation of net operating income and overall capitalization rates from sales and the investor surveys (shown above) do not include tenant build-out allowance or leasing commissions as an expense. Also, it is industry standard for this property type to reflect overall capitalization rates excluding reserves as an expense item. However, at the client's request, we have reflected overall capitalization rate ranges with and without reserve allowance as an expense.

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Selected Overall Capitalization Rates Based on Sales-Retail

Property Class/Investment Grade B C 7.25% 6.50% to 8.00% 8.50% to 9.50%

A Regional Enclosed Malls Without Reserve Allowance 6.50% to

D 9.50% to 15.8%

Community/Power Centers Without Reserve Allowance

6.50%

to

7.50%

Neighborhood Centers Without Reserve Allowance

8.00%

to

10.00%

8.75%

to

10.50%

Unanchored Strip Centers Without Reserve Allowance

8.00%

to

8.50%

8.50%

to

10.00%

10.00%

to

10.75%

10.50%

to

11.0%

Single Tenant-Net Leased Without Reserve Allowance

6.25%

to

7.25%

7.00%

to

8.00%

Note: The industry standard is to report capitalization rates excluding reserves as an expene item

BROKER INTERVIEWS The sales were closed during 2007 and 2008 and, on closer inspection, we found much less activity in 2008 than in 2007. Most of the sales were verified with either the listing or buyer's broker. We interviewed them about current market conditions and found a consensus of opinion that current rates for most types of retail properties today are 50 to 100 basis points higher than is exhibited by the more dated sales. This is not surprising given current market conditions. The exception to the above premium range is for single tenant/net leased properties where the premium appears to be smaller at only about 20-30 basis points. We considered this when choosing our single point overall capitalization rates that are shown in the following chart. This is why the single point overall capitalization rates that are shown below are at the top of the ranges indicated by the sales. RETAIL OVERALL RATES-CONCLUSION The concluded overall capitalization rates based on both the sales, recent investor surveys, and broker interviews are summarized below. The reader will note that the investor surveys do not reflect target rates for Class C or D properties. Therefore, we relied on the spreads between different classes of properties in the sales data, our interviews with market participants. We also considered the Corporate Bond Spread Yield Analysis that was previously discussed as guides in selecting appropriate overall capitalization rates for these lower classes of properties. The spread in overall capitalization rates (excluding reserves) between Class A and D properties is 300 to 675 basis points, depending on property type.

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Concluded Overall Capitalization Rates-Based on Sales, Investor Surveys, & Broker Interviews-Retail

Property Class/Investment Grade B C 8.00% 7.82% 9.50% 9.06%

A Regional Enclosed Malls Without Reserve Allowance With Reserve Allowance Community/Power Centers Without Reserve Allowance With Reserve Allowance Neighborhood Centers Without Reserve Allowance With Reserve Allowance Unanchored Strip Centers Without Reserve Allowance With Reserve Allowance Single Tenant-Net Leased Without Reserve Allowance With Reserve Allowance 7.25% 7.08%

D 13.75% 11.88%

7.75% 7.63%

8.50% 8.25%

9.50% 9.00%

14.25% 13.25%

8.00% 7.85%

9.50% 9.30%

10.75% 10.25%

14.50% 13.50%

9.00% 8.85%

9.50% 9.16%

11.00% 10.53%

13.00% 11.76%

6.75% 6.67%

8.00% 7.92%

9.50% 9.43%

11.00% 10.27%

Note: The industry standard is to report capitalization rates excluding reserves as an expene item

As noted in the previous charts, the industry standard is to report overall capitalization rates without reserves as an expense item. However, at your request, we have reflected these rates both with and without reserves as an expense item.

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HOTEL/MOTEL (LODGING) PROPERTIES

LODGING MARKET CONDITIONS

MEMPHIS HOTEL MARKET TRENDS

Year All Hotels 2003 58.1% 2004 60.1% 2005 65.3% 2006 65.5% 2007 64.1% 2008** 62.4% Upper-Priced Hotels 2003 58.7% 2004 60.9% 2005 65.1% 2006 65.8% 2007 63.7% 2008** 62.3% Lower-Priced Hotels 2003 57.5% 2004 59.4% 2005 65.4% 2006 65.2% 2007 64.5% 2008** 62.5%

** Annual forecast Source: PKF Hospitality Research

Average Occupancy

Average Daily Rate $67.47 $70.14 $73.22 $80.64 $86.56 $90.23 $83.84 $85.77 $90.35 $100.31 $108.68 $113.62 $54.33 $57.14 $59.29 $64.57 $68.29 $70.85

RevPAR* $39.17 $42.14 $47.79 $52.79 $55.49 $56.32 $49.21 $52.21 $58.83 $65.99 $69.20 $70.75 $31.26 $33.96 $38.78 $42.10 $44.03 $44.31

Change in Supply 2.1% 0.4% 1.0% 0.8% 2.9% 3.5% 2.0% 2.2% 1.3% 0.3% 4.6% 3.3% 2.1% -0.9% 0.7% 1.1% 1.4% 3.7%

Change in Demand 2.8% 3.9% 9.7% 1.1% 0.7% 0.8% 1.2% 6.0% 8.4% 1.4% 1.3% 1.0% 4.0% 2.3% 10.9% 0.8% 0.3% 0.6%

* Revenue per available room; average occupancy times average daily rate.

Memphis has a room supply of 223 hotels and 21,205 rooms (average of 95 rooms per property), according to PKF Hospitality Research. Upper-priced hotels represent 46.1% of local room supply while lower-priced hotels account for 53.9% of rooms. Hotels are distributed throughout four primary submarkets: East Memphis (41.1%), Airport/South Memphis (33.0%), Downtown/Midtown Memphis (19.5%), and West Memphis (6.4%). Trends shaping the hotel market are indicated below: · By 2003, the Memphis hotel market had recovered from 9/11 and the 2001 national economic recession and enjoyed a period of prosperity that has continued. Between 2003 and 2007, the average daily rate has increased by more than $19, an average annual increase of 6.4%. Although the occupancy rate peaked in 2006, it has not fallen quickly enough to have a negative impact on RevPAR, which is the best measure of hotel performance. During the last five years, RevPAR has increased by $16.32, or 9.1% annually ­ a growth rate well ahead of inflation. The forecast for 2008 shows continued, albeit slower growth in both average daily rates and RevPAR, with occupancy rates flattening.

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·

·

·

·

·

Upper-priced hotels are performing above market with RevPAR increasing by $20 between 2003 and 2007. Memphis has 65 upper-priced properties totaling 1,768 rooms. A total of 13 properties (1,767 rooms) are planned. Only five hotels in Memphis offer more than 300 rooms. The largest hotel in Memphis is the famous Peabody hotel with 468 rooms, followed by the Hilton Memphis (405 rooms) and the Marriott Memphis Downtown (393 rooms). Other upper-priced hotels include Holiday Inn Select, Doubletree, and Holiday Inn. Lower-priced hotels are also performing well. Between 2003 and 2007, RevPAR increased by $12.77, or a healthy annual rate of 8.9%. This sector comprises 158 properties with 11,425 rooms. Another 21 properties (1,736 rooms) are planned, including 7 properties (661 rooms) under construction. Major lower-priced brands in the Memphis market include Hampton Inn, Days Inn, Super 8, Holiday Inn Express, and Comfort Inn. Memphis' slogan for tourism is "Home of the blues ... Birthplace of rock `n roll." The City offers several attractions focused on music, including Graceland, Beale Street Entertainment District, and Delta Blues Museum. Memphis and Shelby County government leaders have recently formed a music commission to actively recruit and develop talent and business. Memphis is also one of seven National Academy of Recording Arts & Sciences (NARAS) districts in the U.S. Memphis offers several significant convention and meeting facilities to draw group business to the city. The capstone facility is Memphis Cook Convention Center in downtown Memphis, a 350,000 square-foot facility offering 190,000 square feet of exhibit space, 74,000 square feet of meeting space, and a 28,000 square-foot ballroom. Other significant meeting facilities include Agricenter International, Cannon Center for the Performing Arts, Mid-South Coliseum, FedEx Forum, and The Pyramid, among others. The city is a growing sports center, recently attracting the Memphis Grizzlies NBA team. Gaming is a growing industry in the Memphis area. Tunica Resorts, one of the area's largest employers (second behind FedEx), operates nine casinos within 18 miles of Memphis in Mississippi, including Circus-Circus, Harrah's Mardi Gras, Horseshoe, Sam's Town, Sheraton, The Grand, Bally's, Fitzgerald, and Hollywood. This fairly new local industry does have an impact on tourism.

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LODGING CLASS DESCRIPTIONS The following criteria were utilized in classifying lodging properties for this study. In addition, overall appeal, amenities, daily rate, and affiliation were considered in classification. Class A The average "A" property is less than 10 years old (effective age); generally with full amenities (e.g., food and beverage service, meeting rooms, etc.), average size rooms, and generating above average rates for the market area. Any two of the three factors below could push the class to the high ranged "A+" classification. · Good condition for age. · Larger than average size room. · Located in most desirable area. · Affiliated with an upscale or boutique lodging chain. Conversely, any two of the three factors below could place the project in the low range of "A-" classification (all three would lower the category to "B+"). · Project showing deferred maintenance. · Smaller than average room. · Located in less desirable area. Class B These properties are approximately 10 to 15 years old (effective age), offering full amenities. This could also be a newer property in a less desirable area, lower quality and/or no amenities. Properties with the more desirable locations would be in the "B+" range A slightly less desirable location and smaller rooms would put a property in the "B-" range. This type property would also be affiliated with a major lodging chain but not necessarily one of the more upscale ones. These properties are approximately 15 to 20 years old (effective age), of average quality and condition, with less than typical size rooms and fewer amenities. This type property would typically be affiliated with a discount or lower end lodging chain. A property with the aforementioned qualities but one or more above average attributes would be considered C+. Generally, these are properties have an effective age of 20+ years; they appear to have had little or no remodeling, and have high maintenance and other expenses. This type property may be severely impacted by physical, functional or economic obsolescence. It would typically be a "mom & pop" operation with a discount or low end lodging chain affiliation or no affiliation. Properties in the less desirable area would be rated at the low "D-" range.

Class C

Class D

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LODGING INVESTORS SURVEYS The following table summarizes the overall cap rate results of the national investor survey data for hotel product. The Hotel Survey is published in the 3rd Quarter of each year.

HOTEL CAP RATES - INVESTOR SURVEYS

Survey Korpacz* 2008 ­ 3rd Quarter Full-Service Economy/Limited Service Luxury Extended Stay 2007 - 3rd Quarter Full-Service Economy/Limited Service Luxury/Upper-Upscale Extended Stay 2006 - 3rd Quarter Full-Service Economy/Limited Service Luxury Extended Stay RealtyRates.com (4th Quarter 2008) All Types Full Service Limited Service Golf/Gaming/Resort Real Estate Research Corp. (1st Quarter 2008) National Markets Memphis Market

*

Range

Average

6.0-10.5% 6.5-14.0% 4.0-10.5% 9.5-13.0% 6.0-10.5% 6.5-14.0% 4.0-10.5% 9.5-13.0% 6.0-10.5% 6.5-14.0% 4.0-10.0% 9.5-13.0% 6.36-17.35% 6.36-13.87% 8.15-17.35% 6.69-16.35% 7.0-9.0% ---

8.50% 9.83% 7.67% 10.85% 8.30% 9.58% 7.53% 10.73% 8.81% 9.83% 7.86% 10.75% 11.69% 9.61% 12.03% 9.86% 8.00% 7.70%

Korpacz reports institutional and non-institutional grade versus Class A and B property types.

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LODGING CAPITALIZATION RATES FROM SALES LandAmerica Commercial Services examined 27 total sales of hotel/motels in the Memphis area and other southeastern cities. The following chart summarizes our overall capitalization rate ranges based solely on these market transactions. There are blanks in this chart where there was not enough recent sales data to make a decision based purely on the sales that we found.

S le O e C pita e cted v rall a lizatio R te B edo S le otel &M tel n a s as n a s-H o

P rtyC rope lass A Full Se e rvic W R rveA an ith ese llow ce Lim /S lect S rvic &E dedStay ited e e e xten W R rveA an ith ese llow ce 6 .50% to 8.50% B C D

6 .50% to

9.00%

7.50% to

9 .50%

9.5 0% to

11.50 %

N te: Th indu standardistoreport capita ationratesin dingreserve asane o e stry liz clu s xpeneitem sow havenot relflectedo ll ca , e vera pitaliza tion w t reserveallow nces. ithou a

BROKER INTERVIEWS The sales were closed during 2007 and 2008 and, as might be expected, we found much less activity in 2008 than in 2007. We interviewed brokers that are active in this product type about current market conditions and found a consensus of opinion that current rates for most types of lodging properties today are at least 100 basis points higher than is exhibited by the more dated sales. This is not surprising given current market conditions. We considered this when choosing our single point overall capitalization rates that are shown in the following chart. This is why the single point overall capitalization rates that are shown below are at the top of the ranges indicated by the sales. LODGING OVERALL RATES-CONCLUSION The concluded overall capitalization rates based on both the sales and the recent investor surveys are summarized below. We also considered the Corporate Bond Spread Yield Analysis that was previously discussed as guides in selecting appropriate overall capitalization rates for these lower classes of properties. The spread in overall capitalization rates (with reserves as an expense item) between Class A and D properties is 450 to 650 basis points, depending on property type.

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Cnlu e Oe ll Cp liz tio Rte-Bs do Sle, Ine to S rv y, &B k rIn rv w-Hte &Mte oc dd vra a ita a n a s a e n a s v s r u es roe te ie s o l o l

P prtyC s ro e la s A F ll Srv e u e ic W Rs rv A wne ith ee e llo ac L ite /SletSrv e&Ete ddS y im d e c e ic x n e ta W Rs rv A wne ith ee e llo ac 80 .0 % B 90 .0 % C 90 .5 % D 1 .5 % 20

80 .5 %

90 .5 %

1.0 % 10

1 .5 % 40

NteT einutrys na istoreo c p liz tio ra sinlu in ree e a a ep n ite , s w hv n tre c doe ll c p liz tio o : h d s ta drd prt aita a n te c d g s rv s s n x ee m o e ae o lflete v ra a ita a n w otre rv a wne. ithu se e llo a c s

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MULTI-FAMILY PROPERTIES

APARTMENT MARKET CONDITIONS

MEMPHIS APARTMENT MARKET TRENDS

Year 2003 2004 2005 2006 2007 3QTR 2008 2008*

* Year-end forecast Source: Reis, Inc. (3rd Quarter 2008)

Existing Units 72,883 73,748 74,270 74,475 74,897 75,632 75,843

Vacant Units 7,245 7,162 6,685 7,816 7,785 8,038 8,510

Vacancy Rate 9.9% 9.7% 9.0% 10.5% 10.4% 10.6% 11.2%

Completions 540 865 522 205 588 581 946

Net Absorption 588 948 999 (926) 453 (205) 221

Asking Rent $610 $625 $635 $646 $663 $676 $678

Effective Rent $572 $585 $595 $605 $625 $633 $634

According to Reis, Memphis has an apartment inventory of 75,843 units as of third quarter 2008. The overall vacancy rate is an unhealthy 11.2%. Preliminary 4th quarter data by Reis show the Memphis apartment market at an 11.8% vacancy and monthly rents of $675 per month, illustrating that market conditions continue to decline. Other significant trends are offered below: · The "for sale" housing market has taken its toll on the local apartment market, but this trend has largely run its course with the current mortgage crises and significant weakness in the housing market. Between 2001 and 2008, a total of 58,591 single-family housing units were permitted in metro Memphis, averaging 3,241 per year, according to Moody's Economy.com; however, single-family unit permits exceeded 8,500 annually from 2003 through 2006, when the market peaked. Only 3,245 single-family units are expected to be permitted in 2008. Average prices for homes also peaked in 2005 and 2006, exceeding $140,000, but prices dropped by 4% in 2007 and another 18% in 2008. The forecasted average price for 2008 is only $111,600, the lowest level since before 2001. The poor performance experienced in the single-family housing market should boost the apartment market as many people move from home ownership back to the renter pool. The growing "echo boom" population, aged from their mid-teens through 20s, should also increase demand for local apartments; this generation is near the same level as their parent's generation, the Baby Boomers. The market-wide apartment vacancy rate was generally below 5% before the 2001 national economic recession. Vacant space nearly doubled to a rate of 9.9% at a peak at year-end 2003 then fell to 9.0% by year-end 2005 as the market recovered. Since that time the vacancy rate has jumped to an unprecedented more than 10%. With a spike in new inventory projected during 2008, the vacancy rate is expected to exceed 10% for some time. Since 2003, the market has absorbed a total of 1,983 apartment units, averaging 331 units per year. Conversely, completions have totaled 3,666 units, averaging 611 units annually. Given that new supply has out-paced absorption by a factor of nearly 2:1, the vacancy rate should remain high in the near term.

·

·

·

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·

Asking apartment rents in Memphis average $676 per month; this is 6% higher than effective rents that take "specials" into account, such as free rent. Asking rents have increased by $66 per month since 2003, averaging a 2.2% increase per year. Effective rents have increased by the same annual rate. Average rents per square foot range from $0.66 to $1.07 per square foot, depending on unit type and size.

MEMPHIS APARTMENT RENTS & SIZES

Unit Type Studio/Efficiency One Bedroom Two Bedroom Three Bedroom Avg. Rent $539 $624 $674 $865 Avg. SF 504 739 992 1,305 Avg. Rent/SF $1.07 $0.84 $0.68 $0.66

Source: Reis, Inc. (3rd Quarter 2008)

APARTMENT CLASS DESCRIPTIONS The following criteria were utilized in classifying apartment properties for this study. In addition, location, property condition, amenities, unit sizes, and monthly rents were considered in classification. Class A The average "A" property is less than 10 years old (effective age); generally with full project amenities (e.g., swimming pool, exercise room, clubhouse, business center, car wash area, garages, tennis/basketball courts, volley ball etc.), and generating above average rents for the area. Interior finish would be above average in quality, well maintained, and include many Class A features such as: fire places, sprinklers, crown molding, upscale kitchen and bath areas. Any two of the three factors below could push the class to the high ranged "A+" classification. · It has an above average condition for its age. · It has larger than average size unit. · It is located in most desirable area. · Well above average finishes. Conversely, any two of the three factors below could place the project in the low range of "A-" classification (all three would lower the category to "B+"). · The project shows deferred maintenance. · The property has smaller than average unit. · It is located in less desirable area. Ultimately, a property older than 10 years can still be classified as an "A" property if it is located in an "A" location and achieves "A" rents. Class B These properties are approximately 10 to 15 years old (effective age), and with many but not all of the attributes mentioned above that categorize a Class A property.

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Class C

These properties are approximately 15 to 20 years old (effective age), of average quality and condition, with average size units, but with fewer amenities than the Class A & B properties. Properties in the most desirable areas would be at the top of the range ("C+"). Generally, these are properties with an effective age of 20+ years, appear to have had little or no remodeling, and have high maintenance and other expenses. This type property may be severely impacted by physical, functional or economic obsolescence. Properties in the less desirable area would be rated at the low "D-" range.

Class D

APARTMENT INVESTORS SURVEYS The following table summarizes the overall cap rate results of the national investor survey data for apartment product.

APARTMENT CAP RATES - INVESTOR SURVEYS

Survey Korpacz* 2008 ­ 4 Quarter 2007 ­ 4th Quarter 2006 ­ 4th Quarter RealtyRates.com (4

th th

Class A 6.13% 5.75% 5.97% 8.89% 8.16% 9.11% 6.70% 6.80% 6.00% 7.50%

Class B 7.53% 6.67% 7.06% ---------------

Class C ---------------------

Quarter 2008)

All Types Garden/Suburban Townhouse Hi-Rise/Urban Townhouse Real Estate Research Corp. (1st Quarter 2008) National Markets Memphis Market Real Capital Analytics (1st Quarter 2008) National Markets Memphis Market

*

Korpacz reports institutional and non-institutional grade versus Class A and B property types.

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MULTI-FAMILY CAPITALIZATION RATES FROM SALES LandAmerica Commercial Services examined 40 total sales of multi-family properties in the Memphis area. The following chart summarizes our overall capitalization rate ranges based solely on these market transactions.

S electedO verall C apitalizationR B ates asedonS ales-M ulti-Fam ily

Prop C ss erty la A partm ts en A 5.7 5% to 6.50% B 6.00% to 7.00 % C 7.00% to 8 .50% D 7.50% to 1 0.0%

No Th indu standard is to report capitalizationrates in ding unit re te: e stry clu serves as an exp ite ene m

BROKER INTERVIEWS

The sales were closed during 2007 and 2008; most were in 2007. Most of the sales were verified with either the listing or buyer's broker. We interviewed them about current market conditions and found a consensus of opinion that current rates for most types of multi-family properties today are higher than the implied overall capitalization rates from the sales that we researched but there not as much spread as in other property types. Current market conditions continue to deteriorate. This is because investors expect that apartment demand will improve as some homeowners move out of homes due to foreclosure or inability to pay mortgages. We considered this in our ultimate choice of overall capitalization rate ranges.

MULTI-FAMILY OVERALL RATES-CONCLUSION

The concluded overall capitalization rates based on both the sales and the recent investor surveys are summarized below. The reader will note that the investor surveys do not reflect target rates for Class C or D properties. Therefore, we relied on the spreads between different classes of properties in the sales data, our interviews with market participants. We also considered the Corporate Bond Spread Yield Analysis that was previously discussed as guides in selecting appropriate overall capitalization rates for these lower classes of properties. The spread in overall capitalization rates (with reserves as an expense item) between Class A and D properties is 375 basis points. The spread is lower for multi-family properties than other property types because

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the multi-family market does not appear to have been as negatively impacted by the recent economic and real estate events.

C c e O e ll C p liza nR -B se onS , Inv stor S ey , &B er In on lud d v ra a ita tio ates a d ales e urv s rok terview ulti-Fa ily s-M m

Prop C ss erty la A A artm ts p en W R ith eserveAllow nce a W out R ith eserveA ance llow 6 .75% 6 .90% B 7 .50% 7 .99% C 8.50% 9.36% D 10.50 % 12.60 %

N Thein ote: dustrystand istorep cap ard ort italizatio ratesincludingunit reserv asanexpenseitem n es

As noted in the previous charts, the industry standard is to report overall capitalization rates including unit reserves as an expense item. However, at your request, we have reflected these rates both with and without reserves as an expense item.

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GOLF COURSES

The client has requested that golf courses be added to the Cap Rate Study this year as an additional property type. This property type will be addressed by utilizing only the RealtyRates.com investor rate survey and information compiled by the Deloitte Golf & Recreational Services consulting group. We have not researched individual sales of golf courses at this time. The Deloitte information is based on sales transactions of golf facilities and the analysis of the respective operating statements of the clubs. It is noted that the capitalization rates on golf courses are considered cap rates reflecting the going concern value according to the Deloitte Survey. The survey information for the RealtyRates.com 4th 2008 Quarter Investor Survey is shown below for all types of golf courses.

GOLF COURSE CAP RATES - INVESTOR SURVEY

Minimum RealtyRates.com (4th Quarter 2008) Average Maximum

All Types Public Daily Fee Semi-Private Private Clubs

6.44% 7.71% 6.79% 6.44%

12.26% 11.35% 12.12% 11.43%

16.93% 16.42% 16.93% 15.77%

The average golf course cap rate has increased from 10.52% in the 2001 survey and has fluctuated from about 10.66% in 2004 to 12.00% in the 2nd quarter of 2008. The Deloitte Survey concludes a similar overall average cap rate as compared to the realtyrates.com data above. The chart below is for all types of golf courses and the reported broad range is obviously too wide to utilize with any reliability but does show a bracket.

GOLF COURSE CAP RATES ­ DELOITTE SURVEY*

2006 Broad Range-All Types 4.85-17.25% CURRENT 5.25-22.0%

Average-All Types Comparison to 10 Years Ago: Broad Range-All Types *Considered Going concern overall rates. Calculated from actuals and proforma figures.

10.68%

11.75%

6.50-15.0%

9.8%

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For informational and analytical purposes, the chart below presents the breakdown of operational revenue and expenses as a sample for a daily fee type golf course.

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ASSISTED LIVING FACILITIES

ASSISTED LIVING CLASS DESCRIPTIONS

Class A The average "A" property is less than 10 years old (effective age); generally with full amenities (e.g. private resident rooms, on-site vehicles for group outings, exercise room, physical therapy program, above average landscaping, library, group gathering rooms, above average dining area, private rooms for meetings/family gatherings, on-site management, etc.), and it generates above average revenue per unit. This type property is typically located in larger communities that provide a broad potential customer base. They are also typically larger facilities (above 75 units) so that there are economies of scale to provide the above referenced amenities. These properties are approximately 10 to 15 years old (effective age), offering some but not all of the above listed amenities, and they could be located in larger community or a rural community. They may offer semi-private rooms and may not generate the highest revenue per unit in the area. This class of property is typically less than 75 units. These properties are approximately 15 to 20 years old (effective age), of average quality and condition. They typically offer semi-private resident units and only a limited number of the above listed amenities. They are typically smaller than 50 units. Generally, these are properties with an effective age of 20+ years which appear to have had little or no remodeling. They typically offer only small semi-private resident units or patient ward type housing and they have few of the above listed amenities. This type property may be severely impacted by physical, functional or economic obsolescence.

Class B

Class C

Class D

ASSISTED LIVING FACILITY INVESTORS SURVEYS

The following table summarizes the overall cap rate results of the national investor survey data for assisted living facilities.

ASSISTED LIVING - INVESTORS SURVEYS

Survey Realtyrates.com 2008 ­ 4th Quarter NIC* 2004 - 1st Quarter Range 6.23%-12.73% 8.75%-13.6% Average 8.14% 10.90%

* National Investment Center ­ For the Senior Housing & Care Industries

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ASSISTED LIVING CAPITALIZATION RATES FROM SALES

LandAmerica Commercial Services examined 17 total sales of assisted living properties in the southeastern United States. The following chart summarizes our overall capitalization rate ranges based solely on these market transactions. There are blanks in this chart where there was not enough recent sales data to make a decision based purely on the sales that we found.

S te O ra C ita tio R B se onS -A istedL in elec d ve ll ap liza n ates a d ales ss iv g

Prop C ss erty la A ssistedLivin g A 7.0 0% to 8.50 % B 9.0 0% to 11.00 % C 1 0.00% to D 14 .00%

No Th indu standardistoreport capita ationratesin dingu re te: e stry liz clu nit servesa anexp ite s ene m

ASSISTED LIVING OVERALL RATES-CONCLUSION

The concluded overall capitalization rates based on both the sales and the recent investor surveys are summarized below. The reader will note that the investor surveys do not reflect target rates for Class C or D properties. Therefore, we relied on the spreads between different classes of properties in the sales data and our interviews with market participants. We also considered the Corporate Bond Spread Yield Analysis that was previously discussed as a guide in selecting appropriate overall capitalization rates for these lower classes of properties. The spread in overall capitalization rates (with reserves as an expense item) between Class A and D properties is about 625 basis points.

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C clu O on ded verall C italizatio R ap n ates-B asedo S &Investor S n ales urveys-A ssistedLivin g

Prop C s erty las A A siste Living s d W R ith eserveAllow nce a W out R ith eserve A ance llow 7.75% 7.99% B 10 .00% 10 .33% C 11.25% 11.78% D 1 % 4.00 1 % 4.65

N The in ote: dustrystand is torep cap ard ort italizatio rates includingunit reserv as anexpeneitem n es

As noted in the previous charts, the industry standard is to report overall capitalization rates including unit reserves as an expense item. However, at your request, we have reflected these rates both with and without reserves as an expense item.

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MOBILE HOME PARKS (MHPS)

The client has requested that Mobile Home Parks (MHPs) be added to the Cap Rate Study this year as an additional property type. This property type will be addressed by utilizing only the investor rate survey provided by RealtyRates.com 4th Quarter 2008 survey. We have not researched individual sales of MHPs at this time. The survey information for the RealtyRates.com 4th 2008 Quarter Investor Survey is shown below for all types of mobile home parks.

MOBILE HOME CAP RATES - INVESTOR SURVEY

Minimum RealtyRates.com (4th Quarter 2008) Average Maximum

All Types

6.79%

9.15%

13.62%

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SUMMARY AND OBSERVATIONS

On average, capitalization rates have increased over the last year due to a number of real estate and general declining economic factors. Considering just the Korpacz Survey, targeted overall rates, depending on property type and class rating, increased from 14 to 50 basis points since the 4th Quarter 2007 Survey. However, our interviews with market participants suggest that the spreads are greater, based on their most recent experience. Our findings suggest that this trend could continue for the near-term (1-2 years). · In the year since the subprime mortgage crisis and the beginning of the "national credit crunch", the availability of funds for debt on real estate investments has almost disappeared and the national economy has weakened with limited and uncertain signs of recovery. Most economists and market participants are looking to 2011 for a significant market turnaround. As a result, most sectors of the commercial real estate market will experience varying levels and types of market resistance. We have seen a decline in sales activity across all sectors of the real estate market over the last year. There are several reasons for this phenomenon, the most notable: The lack of available debt funds, the more conservative underwriting requirements, equity capital on the "sidelines", and reluctant buyers. The market data that an appraiser's relies on is always dated but this factor is especially important in a market environment like we are facing today. As mentioned above, we have seen a decline in sales activity across all sectors of the real estate market over the last year. Further, overall capitalization rates across all segments of the market have increased. However, with only a limited # of recent sales to use as a guide, we have had to consider many different data sources to aid in our concluded rates. In a market environment like we are facing today, we rely heavily on the consensus of opinions of the local brokers about the current market conditions and achievable overall capitalization rates. Many sellers have pulled out of the market and many of those that remain are highly motivated to sell and thus are willing to liquidate at prices they would not accept a year ago. There are several reasons for this phenomenon, the most notable are: the lack of available debt funds and buyer's more conservative underwriting requirements. Leasing activity is down in most sectors of the real estate market over the last year. Investors appear nervous about the future of the economy, future tenant demand, rent growth and space needs. The failure of prominent Wall Street firms and national banking firms has lead to further uncertainty in the market and will increase the supply of available space on the market. Most knowledgeable sources do not expect the problems in the economy or real estate market to improve for the near-term. Likewise, improvement in debt availability and lending practices is not forecast for the near-term.

·

·

·

·

· ·

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COMPARISON OF OVERALL CAPITALIZATION RATE SELECTIONS

We last prepared this survey for the 2004 study. The following chart summarizes the rates selected for the prior survey with the conclusions from the current analysis. Noteworthy is that the concluded capitalization rates for the 2008 study as compared to the 2004 study do not show an overall consistent pattern of change from core property types or for property class within the property types. There are some discernable patterns that can be extracted from the data. For instance, in the Class A category, the cap rates are lower in 2008 than in 2004 for each property type. In the Class B category, this downward trend is exhibited for most property types and classes of property. For Classes C and D the results are mixed, but in general the high end of the concluded cap rates for these classes is lower than in our 2004 study.

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Overall Rate Comparison 11/2004 & 10/2008

Property Type/Class Office -200,000 S.F. & Larger Class A Class B Class C Class D Office -100,000 - 199,999 S.F. Class A Class B Class C Class D Office -50,000 to 99,999 S.F. Class A Class B Class C Class D Office -49,999 S.F. or Less Class A Class B Class C Class D Industrial Class A Class B Class C Class D Retail-Regional Malls Class A Class B Class C Class D Retail-C ommunity/Pow er Centers Class A Class B Class C Class D Retail-Neighborhood Centers Class A Class B Class C Class D Retail-Unanchored Strip Centers Class A Class B Class C Class D Retail-Single Tenant/Net Leased Class A Class B Class C Class D Lodging-Full Service Class A Class B Class C Class D Lodging-Limited/Select/Extended Stay Class A Nov-04 Oct-08 (Without Reserves as an Operating Expense) 8.70% 7.75% 8.75% 8.75% 11.00% 10.50% 16.00% 12.50% (Without Reserves as an Operating Expense) 9.50% 8.00% 10.25% 9.00% 11.80% 10.50% 17.00% 12.50% (Without Reserves as an Operating Expense) 9.50% 7.75% 10.25% 9.00% 11.80% 10.00% 17.00% 12.50% (Without Reserves as an Operating Expense) 8.75% 7.75% 8.75% 8.75% 11.00% 9.25% 16.00% 11.50% (Without Reserves as an Operating Expense) 8.50% 8.25% 9.75% 9.00% 11.00% 10.00% 15.00% 14.50% (Without Reserves as an Operating Expense) 7.60% 7.25% 8.60% 8.00% 9.75% 9.50% 15.00% 13.75% (Without Reserves as an Operating Expense) 8.60% 7.75% 9.35% 8.50% 10.25% 9.50% 14.50% 14.25% (Without Reserves as an Operating Expense) 8.35% 8.00% 9.15% 9.50% 11.15% 10.75% 14.00% 14.50% (Without Reserves as an Operating Expense) 9.10% 9.00% 9.10% 9.50% 11.25% 11.00% 13.50% 13.00% (Without Reserves as an Operating Expense) 7.60% 6.75% n/a 8.00% n/a 9.50% n/a 11.00% (With Reserves as an Operating Expense) 9.50% 8.00% 10.00% 9.00% 11.50% 9.50% n/a 12.50% (With Reserves as an Operating Expense) 10.5-11.0% 8.50%

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ADDENDUM

Glossary ............................................................................................................................. A Certification ........................................................................................................................B General Assumptions and Limiting Conditions For a Consulting Assignment..................C Professional Qualifications................................................................................................ D

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GLOSSARY

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Assessed Value: Assessed value applies in ad valorem taxation and refers to the value of a property according to the tax rolls. Assessed value may not conform to market value, but it is usually calculated in relation to a market value base. 1 Capital Expenditure: Investments of cash or the creation of liability to acquire or improve an asset, e.g., land, buildings, building additions, site improvements, machinery, equipment; as distinguished from cash outflows for expense items that are normally considered part of the current period's operations. 2 Cash Equivalence: A price expressed in terms of cash, as distinguished from a price expressed totally or partly in terms of the face amounts of notes or other securities that cannot be sold at their face amounts. Calculating the cash-equivalent price requires an appraiser to compare transactions involving atypical financing to transactions involving comparable properties financed at typical market terms. 2 Cost Approach: A set of procedures through which a value indication is derived for the fee simple interest in a property by estimating the current cost to construct a reproduction of (or replacement for) the existing structure, including an entrepreneurial incentive, deducting depreciation from the total cost, and adding the estimated land value. Adjustments may then be made to the indicated fee simple value of the subject property to reflect the value of the property interest being appraised. 2 Credible: worthy of belief 3 Deferred Maintenance: Curable, physical deterioration that should be corrected immediately, although work has not commenced; denotes the need for immediate expenditures, but does not necessarily suggest inadequate maintenance in the past. 2 Economic Life: The period over which improvements to real property contribute to property value. 2 Effective Date: The date at which the analyses, opinions, and advice in an appraisal, review, or consulting service apply. (USPAP, 2002 ed.) 2 Effective Gross Income Multiplier (EGIM): The ratio between the sale price (or value) of a property and its effective gross income; a single year's EGI expectancy or an annual average of several years' EGI expectancies (EGIM = V/EGI). 2 Effective Rent: The rental rate net of financial concessions such as periods of no rent during the lease term; may be calculated on a discounted basis, reflecting the time value of money, or on a simple, straight-line basis. 2 Exposure Time: 1. The time a property remains on the market. 2. The estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal; a retrospective estimate based on an analysis of past events assuming a competitive and open market. Exposure time is always presumed to occur prior to the effective date of the appraisal. The overall concept of reasonable exposure encompasses not only adequate, sufficient and reasonable time but also adequate, sufficient and reasonable effort. Exposure time is different for various types of real estate and value ranges and under various market conditions. (Appraisal Standards Board of The Appraisal Foundation, Statement on Appraisal Standards No. 6, "Reasonable Exposure Time in Real Property and Personal Property Market Value Opinions") Market value estimates imply that an adequate marketing effort and reasonable time for exposure occurred prior to the effective date of the appraisal. In the case of disposition value, the time

frame allowed for marketing the property rights is somewhat limited, but the marketing effort is orderly and adequate. With liquidation value, the time frame for marketing the property rights is so severely limited that an adequate marketing program cannot be implemented. (The Report of the Appraisal Institute Special Task Force on Value Definitions qualifies exposure time in terms of the three above-mentioned values.) See also marketing time. 2 Extraordinary Assumptions: An assumption, directly related to a specific assignment, which, if found to be false, could alter the appraiser's opinion or conclusions. 3 Fair Market Share: The ratio of the submarket inventory over the fair market share. Fee Simple Estate: Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. 2 Floor Area Ratio (FAR): The relationship between the aboveground floor area of a building, as described by the building code, and the area of the plot on which it stands; in planning and zoning, often expressed as a decimal, e.g., a ratio of 2.0 indicates that the permissible floor area of a building is twice the total land area; also called building-to-land ratio. 2 Going-Concern Value: The market value of all tangible and intangible assets of an established and operating business with an indefinite life, as if sold in aggregate. 1 Gross Building Area (GBA): The total floor area of a building, including below-grade space but excluding unenclosed areas, measured from the exterior of the walls. Gross building area for office buildings is computed by measuring to the outside finished surface of permanent outer building walls without any deductions. All enclosed floors of the building including basements, mechanical equipment floors, penthouses, and the like are included in the measurement. Parking spaces and parking garages are excluded. See also area. 2 Highest and Best Use: The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity. 2 Hypothetical Condition: That which is contrary to what exists but is supposed for the purpose of analysis. 3 Income Capitalization Approach: A set of procedures through which an appraiser derives a value indication for an incomeproducing property by converting its anticipated benefits (cash flows and reversion) into property value. This conversion can be accomplished in two ways. One year's income expectancy can be capitalized at a market-derived capitalization rate or at a capitalization rate that reflects a specified income pattern, return on investment, and change in the value of the investment. Alternatively, the annual cash flows for the holding period and the reversion can be discounted at a specified yield rate. 2 Inspection of Property: An inspection is not required by USPAP, but one is often conducted. The extent of the inspection process is an aspect of the scope of work. An inspection conducted by an appraiser is usually not the equivalent of an inspection by an inspection professional (e.g., a structural engineer, al licensed home inspector). An appraiser's observations must, at the minimum, be thorough enough to properly develop the appraisal and adequately report the relevant characteristics. Regardless of how the information is gathered, it must be sufficient for the development of relevant analysis, such as the highest and best use,

the application of the approaches, etc. The extent of the inspection process must be disclosed in the appraisal report. Insurable Value: Value of property for insurance purposes. Based on the value of the property, less indestructible parts (land) for fire insurance. For title insurance purposes, the sales price (market value) is used. 4 Intended Use: The use or uses of an appraiser's reported appraisal, appraisal review, or appraisal consulting assignment opinions and conclusions, as identified by the appraiser based on communication with the client at the time of the assignment. 3 Intended User: The client and any other party as identified, by name or type, as users of the appraisal, appraisal review, or appraisal consulting report by the appraiser on the basis of communications with the client at the time of the assignment. 3 Internal Rate of Return ("IRR"): The annualized yield rate or rate of return on capital that is generated or capable of being generated within an investment or portfolio over a period of ownership. The IRR is the rate of discount that makes the net present value of the investment equal to zero. The IRR discounts all returns from the investment, including returns from its reversion, to equal the original capital outlay. This rate is similar to the equity yield rate. As a measure of investment performance, the IRR is the rate of discount that produces a profitability index of one and a net present value of zero. It may be used to measure profitability after income taxes, i.e., the after-tax equity yield rate. See also equity yield rate; financial management rate of return (FMRR); modified internal rate of return (MIRR); yield rate (Y). 2 Investment Value: The specific value of an investment to a particular investor or class of investors based on individual investment requirements; distinguished from market value, which is impersonal and detached. See also market value. 2 Leasehold Interest: The interest held by the lessee (the tenant or renter) through a lease transferring the rights of use and occupancy for a stated term under certain conditions. See also negative leasehold; positive leasehold.2 Leased Fee Interest: An ownership interest held by a landlord with the rights of use and occupancy conveyed by lease to others. The rights of the lessor (the leased fee owner) and the lessee are specified by contract terms contained within the lease. 2 Load Factor: The amount added to usable area to calculate the rentable area. It is also referred to as a "rentable add-on factor" which, according to BOMA, "is computed by dividing the difference between the usable square footage and rentable square footage by the amount of the usable area. Convert the figure into a percentage by multiplying by 100". Market Rent: The rental income that a property would most probably command in the open market; indicated by the current rents paid and asked for comparable space as of the date of the appraisal. 2 Market Value: The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (1) (2) Buyer and seller are typically motivated; Both parties are well informed or well advised, and acting in what they consider their own best interests;

(3)

A reasonable time is allowed for exposure in the open market; Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale." 5

(4)

(5)

Market Value "As If Complete" On The Appraisal Date: Market value as if complete on the effective date of the appraisal is an estimate of the market value of a property with all construction, conversion, or rehabilitation hypothetically completed, or under other specified hypothetical conditions as of the date of the appraisal. With regard to properties wherein anticipated market conditions indicate that stabilized occupancy is not likely as of the date of completion, this estimate of value should reflect the market value of the property as if complete and prepared for occupancy by tenants. Market Value "As Is" On The Appraisal Date: Value As Is The value of specific ownership rights to an identified parcel of real estate as of the effective date of the appraisal; relates to what physically exists and is legally permissible and excludes all assumptions concerning hypothetical market conditions or possible rezoning. See also effective date; prospective value opinion. 2 Market Value of the Total Assets of the Business: The market value of the total assets of the business is the market value of all of the tangible and intangible assets of a business as if sold in aggregate as a going concern. This assumes that the business is expected to continue operations well into the future. 6 Marketing Time: 1. The time it takes an interest in real property to sell on the market sub-sequent to the date of an appraisal. 2. Reasonable marketing time is an estimate of the amount of time it might take to sell an interest in real property at its estimated market value during the period immediately after the effective date of the appraisal; the anticipated time required to expose the property to a pool of prospective purchasers and to allow appropriate time for negotiation, the exercise of due diligence, and the consummation of a sale at a price supportable by concurrent market conditions. Marketing time differs from exposure time, which is always presumed to precede the effective date of the appraisal. (Advisory Opinion 7 of the Appraisal Standards Board of The Appraisal Foundation and Statement on Appraisal Standards No. 6, "Reasonable Exposure Time in Real Property and Personal Property Market Value Opinions" address the determination of reasonable exposure and marketing time.) See also exposure time. 2

Net Lease: Generally a lease in which the tenant pays for utilities, janitorial services, and either property taxes or insurance, and the landlord pays for maintenance, repairs, and the property taxes or insurance not paid by the tenant. Sometimes used synonymously with single net lease but better stated as a partial net lease to eliminate confusion. Also called single net lease; modified gross lease, single net lease; modified gross lease. See also lease. 2 Net Rentable Area (NRA): 1) The area on which rent is computed. 2) The Rentable Area of a floor shall be computed by measuring to the inside finished surface of the dominant portion of the permanent outer building walls, excluding any major vertical penetrations of the floor. No deductions shall be made for columns and projections necessary to the building. Include space such as

mechanical room, janitorial room, restrooms, and lobby of the floor. 7 Penetration Ratio (Rate): The rate at which stores obtain sales from within a trade area or sector relative to the number of potential sales generated; usually applied to existing facilities. 2 Principle of Substitution: The appraisal principle that states that when several similar or commensurate commodities, goods, or services are available, the one with the lowest price will attract the greatest demand and widest distribution. This is the primary principle upon which the cost and sales comparison approaches are based. 2 Prospective value opinion. A forecast of the value expected at a specified future date. A prospective value opinion is most frequently sought in connection with real estate projects that are proposed, under construction, or under conversion to a new use, or those that have not achieved sellout or a stabilized level of longterm occupancy at the time the appraisal is written. See also effective date; value as is. 2 Reconciliation: 1. The last phase of any valuation assignment in which two or more value indications derived from market data are resolved into a final value opinion, which may be either a final range of value or a single point estimate. 2. In the sales comparison approach, reconciliation may involve two levels of analysis: 1) derivation of a value indication from the adjusted prices of two or more comparable sales expressed in the same unit of comparison and 2) derivation of a value indication from the adjusted prices of two or more comparables expressed in different units of comparison. See also point estimate; range of value. 2 Remaining Economic Life: The estimated period during which improvements will continue to contribute to property value; an estimate of the number of years remaining in the economic life of the structure or structural components as of the date to the appraisal. 2 Replacement Cost: The estimated cost to construct, at current prices as of the effective appraisal date, a building with utility equivalent to the building being appraised, using modern materials and current standards, design, and layout. 2 Retrospective Value Estimate: An estimate of value that is likely to have applied as of a specified historic date. A retrospective value estimate is most frequently sought in conjunction with appraisals for estate tax, condemnation, inheritance tax, and similar purposes. Sales Comparison Approach: A set of procedures in which a value indication is derived by comparing the property being appraised to similar properties that have been sold recently, then applying appropriate units of comparison and making adjustments to the sale prices of the comparables based on the elements of comparison. The sales comparison approach may be used to value improved properties, vacant land, or land being considered as though vacant; it is the most common and preferred method of land valuation when an adequate supply of comparable sales are available. 2 Scope of Work: The amount and type of information researched and the analysis applied in an assignment. Scope of work includes, but is not limited to, the following: 1. The degree to which the property is inspected or identified; 2. The extent of research into physical or economic factors that could affect the property; 3. The extent of data research; and 4. The type and extent of analysis applied to arrive at opinions or conclusions. 2

Self-Contained Appraisal Report: A written appraisal report prepared under Standards Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice (USPAP, 2002 ed.). A selfcontained appraisal report sets forth the data considered, the appraisal procedures followed, and the reasoning employed in the appraisal, addressing each item in the depth and detail required by its significance to the appraisal and providing sufficient information so that the client and the users of the report will understand the appraisal and not be misled or confused. 2 Stabilized value: A value opinion that excludes from consideration any abnormal relationship between supply and demand such as is experienced in boom periods when cost and sale price may exceed the long-term value, or during periods of depression, when cost and sale price may fall short of long-term value. It is also a value opinion that excludes from consideration any transitory condition that may cause excessive construction costs, e.g., a premium paid due to a temporary shortage of supply. Total Assets of a Business: Total assets of a business is defined by the Appraisal Institute as "the tangible property (real property and personal property, including inventory and furniture, fixtures and equipment) and intangible property (cash, workforce, contracts, name, patents, copyrights, and other residual intangible assets, to include capitalized economic profit)." 2 Total Intangible Assets: Total intangible assets of a business is defined by the Appraisal Institute as "all of the intangible assets owned by a business (going concern), which can be further divided into two categories for valuation purposed: identified intangible assets and residual intangible asset." 2 Use Value: 1. In economics, the attribution of value to goods and services based upon their usefulness to those who consume them. 2. In real estate appraisal, the value a specific property has for a specific use; may be the highest and best use of the property or some other use specified as a condition of the appraisal; may be used where legislation has been enacted to preserve farmland, timberland, or other open space land on urban fringes. See also exchange value; value in use. 2

1 Appraisal Institute, The Appraisal of Real Estate, 12th ed. (Chicago: Appraisal Institute 2001). 2 Appraisal Institute, The Dictionary of Real Estate Appraisal, 4th ed. (Chicago: Appraisal Institute 2002). 3 "Uniform Standards of Professional Practice" (The Appraisal Foundation, 2006 Edition). 4 1990 BOMA Experience Exchange Report, Income/Expense Analysis for Office Buildings (Building Owners and Managers Association, 1990). 5 * This definition is from regulations published by federal regulatory agencies pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act (FIRREA) of 1989 between July 5, 1990, and August 24, 1990, by the Federal Reserve System (FRS), National Credit Union Administration (NCUA), Federal Deposit Insurance Corporation (FDIC), the Office of Thrift Supervision (OTS), and the Office of Comptroller of the Currency (OCC). This definition is also referenced in regulations jointly published by the OCC, OTS, FRS, and FDIC on June 7, 1994, and in the Interagency Appraisal and Evaluation Guidelines, dated October 27, 1994. 6 This definition is taken from "Allocation of Business Assets Into Tangible and Intangible Components: A New Lexicon," Journal of Real Estate Appraisal, January 2002, Volume LXX, Number 1. This terminology is to replace former phrases such as: value of the going concern. 7 Financial Publishing Company, The Real Estate Dictionary, 7th ed. (LandAmerica, 2001).

CERTIFICATION

LVC Project No. 08-13954.1 Shelby County Government

B

CERTIFICATION OF THE APPRAISER

We certify that, to the best of my knowledge and belief: The statements of fact contained in this report are true and correct. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and is our personal, impartial, and unbiased professional analyses, opinions, and conclusions. We have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved. We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice. Luten L. Teate, MAI and John W. Cherry, Jr. MAI, CRE have not made a personal inspection of the sale comparables used in this analysis. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute, the minimum appraisal standards cited in section 323.4 of Title XI of FIRREA. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. As of the date of this report, Luten L., MAI and John W. Cherry, Jr. MAI, CRE have completed the requirements of the continuing education program of the Appraisal Institute. Both appraisers have fulfilled the certification requirements of the State of Tennessee. Respectfully submitted, LandAmerica Valuation Corporation By:

Luten L. Teate, MAI Senior Appraiser State Certified General Appraiser # 00001080 By:

John W. Cherry, Jr. MAI, CRE

State Certified General Appraiser # 1070

GENERAL ASSUMPTIONS AND LIMITING CONDITIONS FOR A CONSULTING ASSIGNMENT

LVC Project No. 08-13954.1 Shelby County Government

C

GENERAL ASSUMPTIONS AND LIMITING CONDITIONS FOR A CONSULTING ASSIGNMENT

The following Standard Conditions apply to real estate consulting and market analysis engagements ("analysis") by LandAmerica Valuation Corporation ("LandAmerica"). Special Conditions are added as required. Report Content: Analyses are performed and written reports are prepared in accordance with the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation and with the Appraisal Institute's Standards of Professional Appraisal Practice and Code of Professional Ethics. The analysis assumes market conditions as observed as of the current date of our market research stated in the letter of transmittal. These market conditions are believed to be correct; however, the analysts assume no liability should market conditions materially change because of unusual or unforeseen circumstances. No opinion is rendered as to property title, which is assumed to be good and marketable. Unless otherwise stated, no consideration is given to liens or encumbrances against the property. It is assumed that legal, engineering, or other professional advice, as may be required, has been or will be obtained from professional sources and that the report will not be used for guidance in legal or technical matters such as, but not limited to, the existence of encroachments, easements or other discrepancies affecting the legal description of the property. It is assumed that there are no concealed or dubious conditions of the subsoil or subsurface waters including water table and flood plain, unless otherwise noted. We further assume there are no regulations of any government entity to control or restrict the use of the property unless specifically referred to in the report. It is assumed that the property will not operate in violation of any applicable government regulations, codes, ordinances or statutes. This report is not intended to be an engineering report. We are not qualified as structural or environmental engineers; therefore we are not qualified to judge the structural or environmental integrity of the improvements, if any. Consequently, no warranty or representations are made nor any liability assumed for the structural soundness, quality, adequacy or capacities of said improvements and utility services, including the construction materials, particularly the roof, foundations, and equipment, including the HVAC systems, if applicable. Should there be any question concerning same, it is strongly recommended that an engineering, construction and/or environmental inspection be obtained. We will call to your attention any apparent defects or material adverse conditions which come to our attention. In the absence of competent technical advice to the contrary, it is assumed that the property being analyzed is not adversely affected by concealed or unapparent hazards such as, but not limited to asbestos, hazardous or contaminated substances, toxic waste or radioactivity. Information furnished by others is presumed to be reliable, and where so specified in the report, has been verified; but no responsibility, whether legal or otherwise, is assumed for its accuracy, and it cannot be guaranteed as being certain. No single item of information was completely relied upon to the exclusion of other information. Analysis reports may contain estimates of future financial performance, estimates or opinions that represent the analyst's view of reasonable expectations at a particular point in time, but such information, estimates or opinions are not offered as predictions or as assurances that a particular level of income or profit will be achieved, that events will occur, or that a particular price will be offered or accepted. Actual results achieved during the period covered by our prospective financial analyses will vary from those described in our report, and the variations may be material. Any proposed construction of rehabilitation referred to in the analysis is assumed to be completed within a

reasonable time and in a workmanlike manner according to or exceeding currently accepted standards of design and methods of construction. It should be specifically noted by any prospective mortgagee that the analysis assumes that the property will be competently managed, leased, and maintained by financially sound owners over the expected period of ownership. This engagement, unless otherwise noted, does not entail an evaluation of management's or owner's effectiveness, nor are we responsible for future marketing efforts and other management or ownership actions upon which actual results will depend. The Americans with Disabilities Act ("ADA") became effective January 26, 1992. LandAmerica has not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since LandAmerica has no direct evidence relating to this issue, LandAmerica did not consider how possible noncompliance with the requirements of ADA would impact the value of the property being analyzed. Use of the Report: The analysis applies only to the property or market area described and for the purpose so stated and should not be used for any other purpose. The report and estimates of future financial performance included therein, are intended for the information of the person or persons to whom they are addressed, solely for the purposes stated therein, and should not be relied upon for any other purpose. The addressee shall not distribute the report to third parties without prior permission of LandAmerica. Before such permission shall be provided, the third party shall agree to hold harmless relative to their use of the report. Neither our report, nor its contents, nor any reference to the analysts or LandAmerica, may be included or quoted in any offering circular or registration statement, prospectus, sales brochure, appraisal, loan or other agreement or document without our prior written permission. Permission will be granted only upon meeting certain conditions. Generally, LandAmerica will not agree to the use of its name as a "named expert" within the meaning of the Securities Act of 1933 and the Securities Act of 1934. Neither the report nor any portions thereof (especially the identity of the analysts or LandAmerica) shall be disseminated to the public through public relations media, news media, advertising media, sales media or any other public means of communication without the prior written consent and approval of LandAmerica. The date(s) to which the conclusions apply is set forth in the letter of transmittal and within the body of the report. The financial analysis is based on the purchasing power of the United States dollar as of that date. Terms of the Engagement: Assignments are accepted with the understanding that there is no obligation to furnish services after completion of the original assignment. If the need for subsequent service related to a specific assignment (e.g., testimony, updates, conferences, reprint or copy service) is contemplated, special arrangements acceptable to LandAmerica must be made in advance. The working papers for this engagement have been retained in our files and are available for your reference. Unless otherwise stated, no effort has been made to determine the possible effect, if any, on the subject property of energy shortage or future federal, state or local legislation, including any environmental or ecological matters or interpretations thereof. We take no responsibility for any events, conditions or circumstances affecting the subject property or its value, that take place subsequent to either the effective date of the analysis cited in the report or the date of our field inspection, whichever occurs first.

PROFESSIONAL QUALIFICATIONS

LVC Project No. 08-13954.1 Shelby County Government

D

Luten L. Teate, MAI

Profile Mr. Teate entered the real estate business in 1977 as a title examiner for several Atlanta area law firms. In 1979, he joined Couch & Associates as a junior appraiser. Couch & Associates was acquired by Cushman & Wakefield in 1981 and Mr. Teate was an appraiser until April, 2005. During that time, Mr. Teate was a member Cushman & Wakefield's retail specialty group and the regional mall sub-specialty group. Mr. Teate joined LandAmerica Valuation Corporation as an appraiser in April, 2005. Experience Appraisal and consulting assignments have included shopping centers, regional malls, office buildings, industrial buildings, vacant land and other investments properties. Valuations have been made of proposed, partially completed, renovated, and existing properties. Professional Affiliations General Certified Appraiser Georgia (No. CG001389) Alabama (No. G00619) Tennessee (No. 00001080) Member of the Appraisal Institute (MAI Designation No. 7843)

Education Emory University - B.A. (Economics), graduated in 1970. Georgia State University - various post graduate real estate courses.

John W. Cherry, Jr., MAI, CRE

Professional Affiliations

MAI (#6010) Appraisal Institute

Profile

John W. Cherry, Jr., MAI, CRE has approximately 34 years of extensive experience in real estate valuation and investment analysis including a diversified background in the valuation of real estate for a wide range of applications including market value appraisals, reviews, appraisal support for both conventional and bond financed properties, due diligence, and specialized valuations including wholesale trade marts, arenas and stadiums. These activities have been conducted on behalf of major financial institutions, pension funds, government agencies, major corporations, individual investors, and legal firms. The types of properties appraised and engagements include: · Preparation of market value appraisals for all types of real estate with a full range of valuation objectives; · Intensive experience in the valuation of regional wholesale marts and regional shopping malls; · Market studies for existing or proposed development projects; · Investment analysis via lease analysis and discounted cash flow techniques before and after debt service; · Mixed-use land and subdivision development valuation; and · Special purpose properties.

CRE The American Society of Real Estate Counselors Certified General Real Property Appraiser State of Georgia License # 001233 State of Florida License # RZ0002230 State of South Carolina License # 5531 State of Tennessee License # 1070 State of Alabama License # G00673 State of Mississippi License # GA 845 Affiliate Member Atlanta Board of Realtors Member National Association of Industrial & Office Properties

Professional History

Chief Appraiser LandAmerica Valuation Corporation Director Southeast Region Practice Leader Real Estate Advisory Services PricewaterhouseCoopers LLP Manager Laventhol & Horwath Vice President-Valuation Group Coldwell Banker Mortgage Officer C & S National Bank

Education

Bachelor of Business Administration Oglethorpe University Atlanta, Georgia

Information

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77 pages

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