##### 



CONSTRUCTION LOAN AGREEMENT
 for a loan in the amount of
 $74,000,000
 MADE BY AND BETWEEN
 REPUBLIC 20 TH STREET LLC,  a Delaware limited liability company,
 As Borrower
 AND
 KEYBANK NATIONAL ASSOCIATION,
a national banking association,
127 Public Square,
Cleveland, Ohio 44114
 as a Lender and as Administrative Agent
 AND
 KEYBANC CAPITAL MARKETS
as sole lead arranger and book manager




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TABLE OF CONTENTS
 PageARTICLE 1
    
    INCORPORATION OF RECITALS AND EXHIBITS
    
    
    11.1
    
    Incorporation of Recitals
    
    
    11.2
    
    Incorporation of Exhibits
    
    
    1ARTICLE 2
    
    DEFINITIONS
    
    
    12.1
    
    Defined Terms
    
    
    12.2
    
    Other Definitional Provisions
    
    
    18ARTICLE 3
    
    BORROWERS REPRESENTATIONS AND WARRANTIES
    
    
    183.1
    
    Representations and Warranties
    
    
    183.2
    
    Survival of Representations and Warranties
    
    
    23ARTICLE 4
    
    LOAN AND LOAN DOCUMENTS
    
    
    244.1
    
    Agreement to Borrow and Lend; Lenders Obligation to Disburse
    
    
    244.2
    
    Loan Documents
    
    
    254.3
    
    Term of the Loan
    
    
    264.4
    
    Prepayments
    
    
    274.5
    
    Required Principal Payments
    
    
    274.6
    
    Late Charge
    
    
    274.7
    
    Funds for Payment
    
    
    274.8
    
    Notes
    
    
    274.9
    
    No Setoff
    
    
    28ARTICLE 5
    
    INTEREST
    
    
    285.1
    
    Interest Rate
    
    
    285.2
    
    [Intentionally Omitted.]
    
    
    30ARTICLE 6
    
    COSTS OF MAINTAINING LOAN
    
    
    306.1
    
    Increased Costs and Capital Adequacy
    
    
    306.2
    
    Borrower Withholding
    
    
    32ARTICLE 7
    
    LOAN EXPENSE AND ADVANCES
    
    
    327.1
    
    Loan and Administration Expenses
    
    
    327.2
    
    Fees
    
    
    327.3
    
    [Intentionally Omitted.]
    
    
    337.4
    
    Agents Attorneys Fees and Disbursements
    
    
    337.5
    
    Time of Payment of Fees and Expenses
    
    
    337.6
    
    Expenses and Advances Secured by Loan Documents
    
    
    337.7
    
    Right of Lenders to Make Advances to Cure Borrowers Defaults
    
    
    33ARTICLE 8
    
    NON CONSTRUCTION REQUIREMENTS PRECEDENT TO THE OPENING OF THE LOAN
    
    
    33
 -i-




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TABLE OF CONTENTS
 Page8.1
    
    Non-Construction Conditions Precedent
    
    
    33ARTICLE 9
    
    CONSTRUCTION REQUIREMENTS PRECEDENT TO THE OPENING OF THE LOAN
    
    
    369.1
    
    Required Construction and Other Documents
    
    
    36ARTICLE 10
    
    BUDGET AND CONTINGENCY FUND
    
    
    3810.1
    
    Budget
    
    
    3810.2
    
    Budget Line Items
    
    
    3810.3
    
    Contingency Fund
    
    
    3910.4
    
    Optional Method for Payment of Interest
    
    
    39ARTICLE 11
    
    SUFFICIENCY OF LOAN
    
    
    3911.1
    
    Loan In Balance
    
    
    39ARTICLE 12
    
    CONSTRUCTION PAYOUT REQUIREMENTS
    
    
    4012.1
    
    Applicability of Sections
    
    
    4012.2
    
    Monthly Payouts
    
    
    4012.3
    
    Documents to be Furnished for Each Disbursement
    
    
    4012.4
    
    Retainages
    
    
    4212.5
    
    Disbursements for Materials Stored On Site
    
    
    4212.6
    
    Disbursements for Offsite Materials
    
    
    4212.7
    
    Disbursements For Tenant Work and Allowances and Leasing Commissions
    
    
    4212.8
    
    [Intentionally omitted.]
    
    
    43ARTICLE 13
    
    FINAL DISBURSEMENT FOR CONSTRUCTION
    
    
    4413.1
    
    Final Disbursement for Construction
    
    
    44ARTICLE 14
    
    [reserved]
    
    
    45ARTICLE 15
    
    OTHER COVENANTS
    
    
    4515.1
    
    Additional Covenants
    
    
    4515.2
    
    Authorized Representative
    
    
    52ARTICLE 16
    
    CASUALTIES AND CONDEMNATION
    
    
    5316.1
    
    Agents Election to Apply Proceeds on Indebtedness
    
    
    5316.2
    
    Borrowers Obligation to Rebuild and Use of Proceeds Therefor
    
    
    53ARTICLE 17
    
    ASSIGNMENTS BY LENDERS AND BORROWER
    
    
    5417.1
    
    Prohibition of Assignments and Transfers by Borrower
    
    
    5417.2
    
    Prohibition of Transfers in Violation of ERISA
    
    
    5417.3
    
    Successors and Assigns
    
    
    55ARTICLE 18
    
    TIME OF THE ESSENCE
    
    
    5518.1
    
    Time is of the Essence
    
    
    55
 -ii-




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TABLE OF CONTENTS
 PageARTICLE 19
    
    EVENTS OF DEFAULT
    
    
    55ARTICLE 20
    
    LENDERS REMEDIES IN EVENT OF DEFAULT
    
    
    5720.1
    
    Remedies Conferred Upon Lenders
    
    
    57ARTICLE 21
    
    GENERAL PROVISIONS
    
    
    5821.1
    
    Captions
    
    
    5821.2
    
    Modification; Waiver
    
    
    5821.3
    
    Governing Law
    
    
    5921.4
    
    Acquiescence Not to Constitute Waiver of Lenders Requirements
    
    
    5921.5
    
    Disclaimer by Lenders
    
    
    5921.6
    
    Partial Invalidity; Severability
    
    
    6021.7
    
    Definitions Include Amendments
    
    
    6021.8
    
    Execution in Counterparts
    
    
    6021.9
    
    Entire Agreement
    
    
    6021.10
    
    Waiver of Damages
    
    
    6021.11
    
    Claims Against Agent or Lenders
    
    
    6121.12
    
    Jurisdiction
    
    
    6121.13
    
    Set-Offs
    
    
    6121.14
    
    Distribution of Collateral Proceeds
    
    
    62ARTICLE 22
    
    NOTICES
    
    
    62ARTICLE 23
    
    WAIVER OF JURY TRIAL
    
    
    64ARTICLE 24
    
    ASSIGNMENTS AND PARTICIPATIONS
    
    
    6424.1
    
    Assignments and Participations
    
    
    6424.2
    
    Several Liability
    
    
    67ARTICLE 25
    
    AGENT
    
    
    6825.1
    
    Appointment
    
    
    6825.2
    
    Reliance on Agent
    
    
    6825.3
    
    Powers
    
    
    6825.4
    
    Disbursements
    
    
    6925.5
    
    Distribution and Apportionment of Payments
    
    
    7025.6
    
    Consents and Approvals
    
    
    7225.7
    
    Agency Provisions Relating to Collateral
    
    
    7325.8
    
    Lender Actions Against Borrower or the Collateral
    
    
    7425.9
    
    Assignment and Participation
    
    
    7525.10
    
    Ratable Sharing
    
    
    75
 -iii-




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TABLE OF CONTENTS
 Page25.11
    
    General Immunity
    
    
    7525.12
    
    No Responsibility for Loan, Recitals, etc
    
    
    7625.13
    
    Action on Instructions of Lenders
    
    
    7625.14
    
    Employment of Agents and Counsel
    
    
    7725.15
    
    Reliance on Documents; Counsel
    
    
    7725.16
    
    Agents Reimbursement and Indemnification
    
    
    7725.17
    
    Rights as a Lender
    
    
    7725.18
    
    Lenders Credit Decisions
    
    
    7825.19
    
    Notice of Events of Default
    
    
    7825.20
    
    Successor Agent
    
    
    7825.21
    
    Disclosure
    
    
    79
 -iv-




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LIST OF EXHIBITS TO LOAN AGREEMENT
 Exhibit A
    
    Legal Description of LandExhibit B
    
    Permitted ExceptionsExhibit C
    
    Form of NoteExhibit D
    
    Intentionally OmittedExhibit E
    
    LIBOR Notice ElectionExhibit F
    
    Insurance RequirementsExhibit G
    
    Architects CertificateExhibit H
    
    Initial BudgetExhibit I
    
    Borrowers CertificateExhibit J
    
    Soft and Hard Cost Requisition FormExhibit K
    
    Borrowers Certificate of ComplianceExhibit L
    
    Assignment and Assumption AgreementExhibit M
    
    Patriot Act and OFAC Transferee and Assignee Identifying Information Form




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CONSTRUCTION LOAN AGREEMENT   th
 Agreement TH Borrower KeyBank
 W I T N E S S E T H :
 RECITALS
 th Exhibit A Land
 Loan
  ARTICLE 1
 INCORPORATION OF RECITALS AND EXHIBITS
 1.1 Incorporation of Recitals
  1.2 Incorporation of Exhibits
  ARTICLE 2
 DEFINITIONS
 2.1 Defined Terms
  Adjusted LIBOR Rate
 Adjusted Base Rate




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Affiliate
 Agents Head Office
 Agents Special Counsel
 Agreement
 Applicable Margin
 Percentage of Net Rentable Area
    
    LIBOR Rate
    
    Prime RatePricing Level
    
    Subject to Qualified Leases
    
    Margin
    
    MarginPricing Level 1
    
    Greater than or equal to 90%
    
    
    1.25
    %
    
    
    0.00
    %Pricing Level 2
    
    Greater than or equal to 40%
but less than 90%
    
    
    1.45
    %
    
    
    0.25
    %Pricing Level 3
    
    Less than 40%
    
    
    1.65
    %
    
    
    0.50
    %
 st st Section 15.1(o) st st
 Applicable Rate Section 5.1(a)
 Appraisal
 Appraised Value
 Architect
 Architects Certificate Exhibit G
 Assignment and Assumption Exhibit L
 2




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Assignment of Rents
 Authorized Representative
 Bankruptcy Code
 Board
 Bond
 Breakage Costs
 Budget
 Budget Line Item Section 10.2
 Business Day
 Capitalized Lease
 Change of Control
   3




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Change Order
 Code
 Collateral
 Commitment
 Completion Conditions
 Required Permits
 Approval by Lenders Consultant
 Certificate of the Borrowers Architect
 Payment of Costs
 4




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Final Lien Waivers
 Acceptance by Tenants
 Debt Service Coverage Exhibit K
 Title Endorsement
 Completion Date Section 15.1(b)
 Construction or construction
 Construction Commencement Date
 Construction Schedule
 Contingency Fund
 Control
 Debt Service Coverage
 5




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Deed of Trust
 Default or default
 Default Rate
 Defaulting Lender Section 25.5(b)
 Deficiency Deposit Section 11.1
 Derivatives Contract
 Derivatives Termination Value
 Eligible Assignee
 6




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Engineering Report
 Environmental Indemnity
 Environmental Proceedings
 Environmental Report
 Equity Interests
 ERISA
 Event of Default Article 19
 Extended Maturity Date Section 4.3
 Extension Option Section 4.3
 Extension Term
 Federal Funds Effective Rate
 FIRREA
 General Contract
 General Contractor
 7




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Governmental Approvals
 Governmental Authority
 Guarantor(s)
 Guaranty
 Hazardous Material
 Improvements
 In Balance or in balance Article 11
 Including or including
 Indebtedness
 8




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Initial Maturity Date
 Internal Revenue Code
 Land Recital A
 Late Charge Section 4.6
 Laws
 Leases
 Lender(s)
 Lenders Consultant
 Lender Default Obligation Section 25.5(b)
 Lender Reply Period Section 25.6
 Lien
 LIBOR Business Day
 LIBOR Rate
 LIBOR Rate Interest Period
 9




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LIBOR Rate Margin
 LIBOR Rate Option Section 5.1(b)
 Loan Recital B
 Loan Amount Section 4.1(a)
 Loan Documents Section 4.2
 Loan Opening Date
 Major Subcontractor
 Major Subcontracts
 Material Adverse Change or material adverse change
 Maturity Date Section 4.3(b)
 Mold
 Mold Condition
 Moodys
 10




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Net Operating Income less
 Net Rentable Area
 Notes
 Notice Article 22
 Obligations
 OFAC
 OFAC Review Process
 Off-Balance Sheet Obligations
 11




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OP Credit Agreement
 OP Guarantor
 Opening of the Loan or Loan Opening
 Parent Guarantor
 Patriot Act Customer Identification Process
 Percentage
 Permitted Exceptions Exhibit B
 Person
 Plans and Specifications Section 9.1(f)
 Pricing Level
 Prime Rate
 Prime Rate Margin
 Pro-Forma Debt Service Coverage
 Pro-Forma Projection
 Project
 Qualified Leases
 12




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Rating
 Record
 REIT Status
 Rent Roll
 Required Lenders
 Required Permits
 Reserve Percentage
 Security Documents
 S&P
 State
 Subcontracts
 Subsidiary
 Taking
 Tax Protest Section 3.1(cc)
 Tenant
 Tenant Estoppel Certificate
 13




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Tenant Work
 Title Insurer
 Title Policy
 Total Annual Debt Service
 Transfer
 Unavoidable Delay
 Voting Interests
 2.2 Other Definitional Provisions
  ARTICLE 3
 BORROWERS REPRESENTATIONS AND WARRANTIES
 3.1 Representations and Warranties
    14




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15




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16




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Article 22
          17




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3.2 Survival of Representations and Warranties
 Section
3.1
 ARTICLE 4
 LOAN AND LOAN DOCUMENTS
 4.1 Agreement to Borrow and Lend; Lenders Obligation to Disburse
 18




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Articles 9 12 13 Section 3.2 Articles 8 9 12 13
   4.2 Loan Documents
  Exhibit C
 19




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4.3 Term of the Loan
         Section 3.2
 20




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Section 4.3(b)(iv) (vi)
 4.4 Prepayments
  4.5 Required Principal Payments
  4.6 Late Charge
  4.7 Funds for Payment
  4.8 Notes
  4.9 No Setoff
  21




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ARTICLE 5
 INTEREST
 5.1 Interest Rate
   Exhibit E
 clause (ii) (iv) clause (i) (iii)
 22




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5.2 [Intentionally Omitted.]
 ARTICLE 6
 COSTS OF MAINTAINING LOAN
 6.1 Increased Costs and Capital Adequacy
   23




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provided however
   subsection (a) subsection (b) Section 6.1 subsection (a) (b) provided however
 6.2 Borrower Withholding
  ARTICLE 7
 LOAN EXPENSE AND ADVANCES
 7.1 Loan and Administration Expenses
 Sections 7.2 7.3 7.4
 24




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7.2 Fees
  7.3 [Intentionally Omitted.]
 7.4 Agents Attorneys Fees and Disbursements
  7.5 Time of Payment of Fees and Expenses
  7.6 Expenses and Advances Secured by Loan Documents
 Article 7 Section 20.1(a)
 7.7 Right of Lenders to Make Advances to Cure Borrowers Defaults
  25




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ARTICLE 8
 NON CONSTRUCTION REQUIREMENTS PRECEDENT
 TO THE OPENING OF THE LOAN
 8.1 Non-Construction Conditions Precedent
  Equity provided however
 [Intentionally Omitted]
 Tenant Estoppels
 [Intentionally Omitted]
 Title and Other Documents
 Survey
 Insurance Policies Exhibit F
 [Intentionally Omitted]
 Utilities
 26




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Attorney Opinions
 Appraisal
 Searches
 Financial Statements
 Pro Forma Projection
 Management Agreements
 Flood Hazard
 Zoning
 Organizational Documents
 No Defaults
 Easements
 Pro Forma Debt Service Coverage P
 The Environmental Report
 27




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Rent Roll
 Standard Form Tenant Lease
 Additional Documents
 ARTICLE 9
 CONSTRUCTION REQUIREMENTS PRECEDENT
 TO THE OPENING OF THE LOAN
 9.1 Required Construction and Other Documents
           28




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[Intentionally Omitted.]
       ARTICLE 10
 BUDGET AND CONTINGENCY FUND
 10.1 Budget
 Section 10.2 Section 10.3 Exhibit H
 10.2 Budget Line Items
 Budget Line Items
 29




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Section 10.2 Section
10.3
 10.3 Contingency Fund
   10.4 Optional Method for Payment of Interest
  ARTICLE 11
 SUFFICIENCY OF LOAN
 11.1 Loan In Balance
 In
Balance Section 10.3 Section 10.3 clauses
(a) (b) (c)
 30




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Deficiency Deposit
 ARTICLE 12
 CONSTRUCTION PAYOUT REQUIREMENTS
 12.1 Applicability of Sections
 Article 12
 12.2 Monthly Payouts
  12.3 Documents to be Furnished for Each Disbursement
  Exhibit I Exhibit
J
      31




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12.4 Retainages
 Article 13
 12.5 Disbursements for Materials Stored On Site
  12.6 Disbursements for Offsite Materials
 32




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12.7 Disbursements For Tenant Work and Allowances and Leasing Commissions
            12.8 [ Intentionally omitted .]
 33




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ARTICLE 13
 FINAL DISBURSEMENT FOR CONSTRUCTION
 13.1 Final Disbursement for Construction
           Section 13.1
  34




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ARTICLE 14
 [RESERVED]
 ARTICLE 15
 OTHER COVENANTS
 15.1 Additional Covenants .
  Opening of Loan on or Prior to Loan Opening Date
 Construction of Improvements Section
12.7
 Changes in Plans and Specifications provided however
 Inspection by Agent and Lenders
 35




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Mechanics Liens and Contest Thereof provided however
 Settlement of Mechanics Lien Claims Section 15.1(e)
 Renewal of Insurance Exhibit F Section 8.1(g)
 Payment of Taxes
 Escrow Accounts
 Personal Property
 36




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Leasing Restrictions
 Defaults Under Leases
 Agent and Lenders Attorneys Fees for Enforcement of Agreement Section 7.3
 Appraisals
 Furnishing Information
 37




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Sign and Publicity
 Lost Note
 Indemnification
 No Additional Debt
 Compliance With Laws
 Organizational Documents
 Furnishing Reports
 Management Contracts
 Furnishing Notices
 Construction Contracts
 38




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Section
9.1(a)
 Correction of Defects
 Hold Disbursements in Trust
 Intentionally Omitted
 Alterations
 Cash Distributions
 Compliance
 Notices
 Notice of Litigation and Judgments
 Defaults
 Registered Servicemark
 Restrictions on Easements, Covenants and Restrictions
 39




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Merger
 Additional Covenants with Respect to Operations
   Letters of Credit
 15.2 Authorized Representative
  ARTICLE 16
 CASUALTIES AND CONDEMNATION
 16.1 Agents Election to Apply Proceeds on Indebtedness
 Section 16.1(b) Proceeds
  40




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Section 16.1(a)
 16.2 Borrowers Obligation to Rebuild and Use of Proceeds Therefor
 Section 16.1
      ARTICLE 17
 ASSIGNMENTS BY LENDERS AND BORROWER
 17.1 Prohibition of Assignments and Transfers by Borrower
  41




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Section 17.1
 17.2 Prohibition of Transfers in Violation of ERISA
 Section 17.1
 17.3 Successors and Assigns
 Article
17
 ARTICLE 18
 TIME OF THE ESSENCE
 18.1 Time is of the Essence
  ARTICLE 19
 EVENTS OF DEFAULT
 Event of
Default
 Section 4.1(e) Section 19.1 Section 19.1 provided however
 42




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Section 19.1(a)(ii)
   Sections 17.1 17.2 provided however
 Intentionally Omitted
     Article 11
  43




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ARTICLE 20
 LENDERS REMEDIES IN EVENT OF DEFAULT
 20.1 Remedies Conferred Upon Lenders
       Section 19.1(h)
 44




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ARTICLE 21
GENERAL PROVISIONS
 21.1 Captions
  21.2 Modification; Waiver
 Section 25.6
 21.3 Governing Law
  21.4 Acquiescence Not to Constitute Waiver of Lenders Requirements
  21.5 Disclaimer by Lenders
    45




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Section 21.5
 21.6 Partial Invalidity; Severability
  21.7 Definitions Include Amendments
  21.8 Execution in Counterparts
  21.9 Entire Agreement
  21.10 Waiver of Damages
  21.11 Claims Against Agent or Lenders
  46




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Section 21.11
 21.12 Jurisdiction
 PROCEEDING
 21.13 Set-Offs
  21.14 Distribution of Collateral Proceeds .
   47




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Section 7.2 Section 25.4 provided further
  ARTICLE 22
NOTICES
  If to Borrower
 th
 With a copy to
 
 If to Agent or KeyBank
 
 48




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##### 



With a copy to
 
  ARTICLE 23
WAIVER OF JURY TRIAL
  ARTICLE 24
ASSIGNMENTS AND PARTICIPATIONS
 24.1 Assignments and Participations
  49




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50




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24.2 Several Liability
 51




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ARTICLE 25
AGENT
 25.1 Appointment
  Sections 25.2 and 25.20
 25.2 Reliance on Agent
 Article 25
 25.3 Powers
 Section 25.6(a) Section 25.6(b)
 52




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25.4 Disbursements
  Section 25.4
 Sections 12.3(a), (b) and (d)
 25.5 Distribution and Apportionment of Payments
 Section 25.5(b)
 53




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54




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25.6 Consents and Approvals
    Section 25.7(d)
         subsections (a) (b)
 55




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25.7 Agency Provisions Relating to Collateral
     56




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25.8 Lender Actions Against Borrower or the Collateral
  25.9 Assignment and Participation
  25.10 Ratable Sharing
 Sections 25.4 25.5
 25.11 General Immunity
  57




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Section 25.5
 25.12 No Responsibility for Loan, Recitals, etc.
  25.13 Action on Instructions of Lenders
 provided however
 25.14 Employment of Agents and Counsel
  25.15 Reliance on Documents; Counsel
  58




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25.16 Agents Reimbursement and Indemnification
 Section 25.16
 25.17 Rights as a Lender
  25.18 Lenders Credit Decisions
  25.19 Notice of Events of Default
  59




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25.20 Successor Agent
  Article 25
 25.21 Disclosure
 Section
25.21 Section
25.21 Section 25.21 Section 25.21
 60




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[CONTINUED ON NEXT PAGE]
 61




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##### 



BORROWER:
    
    REPUBLIC 20THSTREET LLC, a Delaware limited
liability companyBy:
    
    /s/ Gary R. SiegelName: Gary R. SiegelTitle: Chief Operating OfficerBorrowers Tax ID No.: 20-3241959
 62




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AGENT AND LENDER:
    
    KEYBANK NATIONAL ASSOCIATION, individually and as AgentBy:
    
    /s/ Michael P. SzubaName: Michael P. SzubaTitle: Vice-PresidentCommitment: $74,000,000.00
 63




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EXHIBIT A
 Legal Description of Land
   (1)
    
    North, 144.75 feet (record), North, 144.94 feet (measured) to an x-cut in concrete at the
northwest corner of Lot 75, and running thence with and along the south line of a public alley
(15 feet wide)(2)
    
    East, 135.83 feet (record & measured) to a nail set; thence(3)
    
    South 45° 00 00 East, 7.07 feet (record & measured) to a nail set on the west line of a
public alley (10 feet wide); thence(4)
    
    South, 139.75 feet (record), South, 139.94 feet (measured) to an x-cut in concrete at the
easterly corner common to Lot 75 and Lot 84, Square 117 and running thence with and along the
line between said lots(5)
    
    West, 140.83 feet (record & measured) to the point of beginning, containing 20,372.64 square
feet (record), 20,399 square feet (measured) of land.




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EXHIBIT B
 Permitted Exceptions




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EXHIBIT C
 Form of Note
 NOTE
 $
    
    February ___, 2007
 TH




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REPUBLIC 20TH STREET LLC, a Delaware
limited liability companyBy:Name:Title:[SEAL]




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##### 



EXHIBIT D
 Intentionally Omitted




---



##### 



EXHIBIT E
 LIBOR NOTICE ELECTION
 NOTICE OF LIBOR FUNDING ELECTION
 
   th




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##### 



EXHIBIT F
 Insurance Requirements
  a)
    
    Coverage Against All Peril and/or Builders Risk in the amount of 100% of the
replacement cost of all Improvements located or to be located on the Land. If the
policy is written on a CO-INSURANCE basis, the policy shall contain an AGREED AMOUNT
ENDORSEMENT as evidence that the coverage is in an amount sufficient to insure the full
amount of the mortgage indebtedness. KeyBank National Association, as Agent, and its
successors and assigns shall be named as the Mortgagee and Loss Payee.b)
    
    Public liability coverage in a minimum amount of not less than $2,000,000 per
occurrence and $5,000,000 in the aggregate. KeyBank National Association, as Agent,
the Lenders and their successors and assigns shall be named as an Additional
Insured.c)
    
    Rent loss or business interruption coverage in a minimum amount approved by
Agent of not less than the appraised rentals for a minimum of twelve months.d)
    
    Flood hazard coverage in a minimum amount available, if the premises are
located in a special flood hazard area (Flood Hazard Area) as designated by the
Federal Emergency Management Agency on its Flood Hazard Boundary Map and Flood
Insurance Rate Maps, and the Department of Housing and Urban Development, Federal
Insurance Administration, Special Flood Hazard Area Maps.e)
    
    Workers Compensation and Disability insurance as required by law.f)
    
    Such other types and amounts of insurance with respect to the premises and the
operation thereof which are commonly maintained in the case of other property and
buildings similar to the premises in nature, use, location, height, and type of
construction, as may from time to time be required by the mortgagee.




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EXHIBIT G
 Architects Certificate
 
 
  
  Schedule 1
  Issuing Agency
    
    Date IssuedExcavation PermitFoundation PermitBuilding PermitEPA  WaterEPA  SewerEPA  AirCert. Of Occupancy Bldg.Cert. Of Occupancy  TenantOther (Specify)




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Type of Plans
    
    Name of Preparing Firm
 
 By:Title:Date:




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EXHIBIT H
 Initial Budget




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EXHIBIT I
 Borrowers Certificate
 
 RE: Application for Advance or confirmation of equity
contribution in connection with a $___loan
(#___) to Republic 20th
Street LLC (Borrower).
 1.
    
    Pursuant to that certain Construction Loan Agreement dated February 16, 2007
(the Construction Loan Agreement) between Borrower, KeyBank National Association
(Agent) individually and as Administrative Agent, and the other lenders therein,
Borrower
 (a)
    
    hereby requests a loan advance as indicated on the Soft and
Hard Cost Requisition attached hereto. We acknowledge that this amount is
subject to inspection, verification, and available funds.(b)
    
    acknowledges and confirms an equity contribution as indicated
on the Soft and Hard Cost Requisition attached hereto.
 Funding Instructions
 2.
    
    This Borrowers Certificate is to be utilized only in satisfaction of costs and
charges with respect to the Project and Improvements thereon as shown on the Soft and
Hard Cost Requisition Form, dated ___, attached hereto.3.
    
    The Borrower agrees to provide, if requested by Agent, a vendor payee listing
showing the name and the amount currently due each party to whom Borrower is obligated
for labor, material and/or services supplies. This information would be provided in
support of the disbursements set forth in paragraph 1(a) hereof.4.
    
    The Borrower also certifies and agrees that:
 (a)
    
    It has complied with all duties and obligations required to
date to be carried out and performed by it pursuant to the terms of the
Construction Loan Agreement;(b)
    
    No Event of Default as defined in the Construction Loan
Agreement has occurred and is continuing nor any event, circumstance or
condition which with notice or the passage of time or both would be an Event of
Default, and;(c)
    
    All Change Orders or changes to the Budget have been submitted
to and approved by Agent to the extent required under the Construction Loan
Agreement;(d)
    
    All funds previously disbursed have been used for the purposes
as set forth in the Construction Loan Agreement;(e)
    
    All outstanding claims for labor, materials and/or services
furnished prior to this draw period have been paid or will be paid from the
proceeds of this disbursement;(f)
    
    All construction prior to the date of this Borrowers
Certificate has been accomplished in accordance with the Plans and
Specifications approved by Agent;




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(g)
    
    All sums advanced by Lenders will be used solely for the
purpose of paying costs of the project owing as shown on the attached Soft and
Hard Cost Requisition and no disbursement requested hereunder has been the
basis for any prior disbursement of the Loan;(h)
    
    There are no liens outstanding against the subject project or
its equipment except for Agents liens and security interests as agreed upon in
the Construction Loan Agreement;(i)
    
    The amount of undisbursed Loan proceeds and/or approved equity
requirement remaining is sufficient to pay the cost of completing the Project
in accordance with the Plans and Specifications and Budget approved by Lenders
as modified by Agent approved Change Orders;(j)
    
    All representations and warranties contained in the
Construction Loan Agreement are true and correct as of the date hereof.(k)
    
    The undersigned understands that this certification is made for
the purpose of inducing Lenders to make a disbursement to Borrower and that, in
making such disbursement, Lenders will rely upon the accuracy of the matters
stated in this Certificate.
 5.
    
    Disbursement of the loan proceeds hereby requested are subject to the receipt
by Agent, in those states where applicable, of a certificate from the issuing title
company stating that no claims have been filed of record which adversely affects the
title of Borrower to the Project, subsequent to the filing of the Deed of Trust.6.
    
    The terms used in this Borrowers Certificate have the same meaning and
definitions as those set forth in the Construction Loan Agreement.7.
    
    The Borrower, or authorized signer, certifies that the statements made in this
Borrowers Certificate and any documents submitted herewith and identified herein are
true and has duly caused this Borrowers Certificate to be signed on its behalf by the
Authorized Representative.
 DATE:BORROWER:BY:ITS:




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EXHIBIT J
 Soft and Hard Cost Requisition Form




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EXHIBIT K
 Certificate of Compliance
 
 Re:
    
    Construction Loan Agreement dated as of February 16,
2007 (as amended, modified, supplemented, restated, or
renewed, from time to time, the Agreement), between
REPUBLIC 20THSTREET LLC(the Borrower),
and KEYBANK NATIONAL ASSOCIATION, for itself and as
administrative agent on behalf of the Lenders included
therein (Agent).
    Debt Service Coverage
   Debt Service Coverage = Net Operating Income/Total Annual Debt Service Calculation : 1.0.
    [Borrower to include specific calculation based upon formula outlined in Agreement]
  REPUBLIC 20THSTREET LLC, a Delaware
limited liability companyBy:Authorized Representative




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EXHIBIT L
 ASSIGNMENT AND ASSUMPTION AGREEMENT
 DATE: ___, ___, 2___
 ASSIGNMENT AND ASSUMPTION AGREEMENT
 PRELIMINARY STATEMENT
 TH
 AGREEMENT
  Assignment and Assumption
 Effective Date
 Payment Obligations
 Representations of the Assignor; Limitations on the Assignors Liability
 L-1




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Representations and Covenants of the Assignee
 Subsequent Assignments
 Entire Agreement
 Governing Law
 Notices
 [remainder of page intentionally left blank]
 L-2




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ASSIGNOR:By:Name:Title:ASSIGNEE:By:Name:Title:CONSENTED TO:
    
    KEYBANK NATIONAL ASSOCIATION,
as AgentBy:Name:Title:[ADD BORROWER CONSENT IF REQUIRED]CONSENTED TO:
    
    REPUBLIC
20TH
STREET LLC, a Delaware limited
liability companyBy:Name:Title:
 L-3




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EXHIBIT M
 Patriot Act and OFAC Transferee and Assignee Identifying Information Form
 1. Patriot Act Checklist
 ADDITIONAL LENDER REQUIRED INFORMATIONName:Identification(a) (US Company) TIN

 (a)(b) (Non-US) Govt issued document certifying existence
    (b)Phone NumberBUSINESS REPRESENTATIVE REQUIRED INFORMATION PERSON WHO
WILL EXECUTE DOCUMENTSNameResidential AddressDate of BirthForm of Identification(a) (US Citizen) Social Security Number
    
    (a)(b) (Non-US) TIN, Passport Number (country of
issuance, number & date), or Alien
Identification Number
    
    (b)2. OFAC Checklist:Name:Co-LendersGeneral Partner/Managing Member/TrusteeLimited Partners/Members/Beneficiaries