##### 








---



##### 



TABLE OF CONTENTS
 Page§1.
    
    
    DEFINITIONS AND RULES OF INTERPRETATION
    
    
    1§1.1
    
    Definitions
    
    
    1§1.2
    
    Rules of Interpretation
    
    
    23§2.
    
    
    THE REVOLVING CREDIT FACILITY

    
    
    24§2.1
    
    Revolving Credit Loans
    
    
    24§2.2
    
    Facility Unused Fee
    
    
    25§2.3
    
    Reduction and Termination of the Commitments
    
    
    26§2.4
    
    Swing Loan Commitment
    
    
    26§2.5
    
    Interest on Loans
    
    
    28§2.6
    
    Requests for Revolving Credit Loans
    
    
    29§2.7
    
    Funds for Revolving Credit Loans
    
    
    29§2.8
    
    Use of Proceeds
    
    
    30§2.9
    
    Letters of Credit
    
    
    30§2.10
    
    Increase in Total Commitment
    
    
    34§2.11
    
    Extension of Maturity Date
    
    
    36§3.
    
    
    REPAYMENT OF THE LOANS
    
    
    37§3.1
    
    Stated Maturity
    
    
    37§3.2
    
    Mandatory Prepayments
    
    
    37§3.3
    
    Optional Prepayments
    
    
    37§3.4
    
    Partial Prepayments
    
    
    37Effect of Prepayments
    
    
    38§4.
    
    
    CERTAIN GENERAL PROVISIONS
    
    
    38§4.1
    
    Conversion Options
    
    
    38§4.2
    
    Closing Fee
    
    
    39§4.3
    
    Agents Fee
    
    
    39§4.4
    
    Funds for Payments
    
    
    39§4.5
    
    Computations
    
    
    40§4.6
    
    Suspension of LIBOR Rate Loans
    
    
    41§4.7
    
    Illegality
    
    
    41§4.8
    
    Additional Interest
    
    
    41
 i




---



##### 



TABLE OF CONTENTS
 Page§4.9
    
    Additional Costs, Etc.
    
    
    42§4.10
    
    Capital Adequacy
    
    
    43§4.11
    
    Breakage Costs
    
    
    43§4.12
    
    Default Interest; Late Charge
    
    
    43§4.13
    
    Certificate
    
    
    44§4.14
    
    Limitation on Interest
    
    
    44§4.15
    
    Certain Provisions Relating to Increased Costs and Non-Funding Lenders
    
    
    44§5.
    
    
    COLLATERAL SECURITY
    
    
    45§5.1
    
    Collateral
    
    
    45§5.2
    
    Appraisals; Adjusted Value
    
    
    45§5.3
    
    Addition of Mortgaged Properties
    
    
    46§5.4
    
    Release of Mortgaged Property
    
    
    48§5.5
    
    Additional Guarantors
    
    
    48§5.6
    
    Release of Certain Subsidiary Guarantors
    
    
    49§5.7
    
    Release of Collateral
    
    
    49§6.
    
    
    REPRESENTATIONS AND WARRANTIES
    
    
    
    49§6.1
    
    Corporate Authority, Etc.
    
    
    49§6.2
    
    Governmental Approvals
    
    
    50§6.3
    
    Title to Properties
    
    
    50§6.4
    
    Financial Statements
    
    
    50§6.5
    
    No Material Changes
    
    
    51§6.6
    
    Franchises, Patents, Copyrights,
Etc.
    
    
    51§6.7
    
    Litigation
    
    
    51§6.8
    
    No Material Adverse Contracts, Etc.
    
    
    51§6.9
    
    Compliance with Other Instruments,
Laws, Etc.
    
    
    51§6.10
    
    Tax Status
    
    
    52§6.11
    
    No Event of Default
    
    
    52§6.12
    
    Investment Company Act
    
    
    52§6.13
    
    Absence of UCC Financing
Statements, Etc.
    
    
    52§6.14
    
    Setoff, Etc.
    
    
    52
 ii




---



##### 



TABLE OF CONTENTS
 Page§6.15
    
    Certain Transactions
    
    
    52§6.16
    
    Employee Benefit Plans
    
    
    53§6.17
    
    Disclosure
    
    
    53§6.18
    
    Trade Name; Place of Business
    
    
    53§6.19
    
    Regulations T, U and X
    
    
    54§6.20
    
    Environmental Compliance
    
    
    54§6.21
    
    Subsidiaries; Organizational Structure
    
    
    55§6.22
    
    Leases
    
    
    56§6.23
    
    Property
    
    
    56§6.24
    
    Brokers
    
    
    57§6.25
    
    Other Debt
    
    
    57§6.26
    
    Solvency
    
    
    58§6.27
    
    No Bankruptcy Filing
    
    
    58§6.28
    
    No Fraudulent Intent
    
    
    58§6.29
    
    Transaction in Best Interests of Borrower; Consideration
    
    
    58§6.30
    
    Contribution Agreement
    
    
    58§6.31
    
    Reaffirmation of Representations
    
    
    59§6.32
    
    OFAC
    
    
    59§7.
    
    
    AFFIRMATIVE COVENANTS

    
    
    59§7.1
    
    Punctual Payment
    
    
    59§7.2
    
    Maintenance of Office
    
    
    59§7.3
    
    Records and Accounts
    
    
    59§7.4
    
    Financial Statements, Certificates and Information
    
    
    60§7.5
    
    Notices
    
    
    62§7.6
    
    Existence; Maintenance of Properties
    
    
    64§7.7
    
    Insurance; Condemnation
    
    
    64§7.8
    
    Taxes; Liens
    
    
    69§7.9
    
    Inspection of Properties and Books
    
    
    69§7.10
    
    Compliance with Laws, Contracts, Licenses, and Permits
    
    
    70§7.11
    
    Further Assurances
    
    
    70
 iii




---



##### 



TABLE OF CONTENTS
 Page§7.12
    
    Management
    
    
    70§7.13
    
    Leases of the Property
    
    
    70§7.14
    
    Business Operations
    
    
    71§7.15
    
    Registered Servicemark
    
    
    71§7.16
    
    Ownership of Real Estate
    
    
    71§7.17
    
    Distributions of Income to the Borrower
    
    
    72§7.18
    
    Management
    
    
    72§7.19
    
    Guarantor Restrictions
    
    
    72§7.20
    
    Plan Assets
    
    
    72§7.21
    
    More Restrictive Agreements
    
    
    72§7.22
    
    REIT Status
    
    
    73§8.
    
    
    NEGATIVE COVENANTS
    

    
    73§8.1
    
    Restrictions on Indebtedness
    
    
    73§8.2
    
    Restrictions on Liens, Etc.
    
    
    74§8.3
    
    Restrictions on Investments
    
    
    75§8.4
    
    Merger, Consolidation
    
    
    75§8.5
    
    Sale and Leaseback
    
    
    76§8.6
    
    Compliance with Environmental Laws
    
    
    76§8.7
    
    Distributions
    
    
    77§8.8
    
    Asset Sales
    
    
    78§8.9
    
    [Intentionally Omitted.]
    
    
    78§8.10
    
    Restriction on Prepayment of Indebtedness
    
    
    78§8.11
    
    Zoning and Contract Changes and Compliance
    
    
    78§8.12
    
    Derivatives Contracts
    
    
    79§8.13
    
    Transactions with Affiliates
    
    
    79§8.14
    
    Equity Pledges
    
    
    79§9.
    
    
    FINANCIAL COVENANTS
    
    
    79§9.1
    
    Borrowing Base
    
    
    79§9.2
    
    Consolidated Total Indebtedness to Gross Asset Value
    
    
    79§9.3
    
    Minimum Mortgaged Property Debt Service
    
    
    79
 iv




---



##### 



TABLE OF CONTENTS
 Page§9.4
    
    Adjusted Consolidated EBITDA to Consolidated Fixed Charges
    
    
    79§9.5
    
    Minimum Consolidated Tangible Net Worth
    
    
    79§9.6
    
    Borrowing Base Assets
    
    
    80§10.
    

    CLOSING CONDITIONS
    
    80§10.1
    
    Loan Documents
    
    
    80§10.2
    
    Certified Copies of Organizational Documents
    
    
    80§10.3
    
    Resolutions
    
    
    80§10.4
    
    Incumbency Certificate; Authorized Signers
    
    
    80§10.5
    
    Opinion of Counsel
    
    
    81§10.6
    
    Payment of Fees
    
    
    81§10.7
    
    Insurance
    
    
    81§10.8
    
    Performance; No Default
    
    
    81§10.9
    
    Representations and Warranties
    
    
    81§10.10
    
    Proceedings and Documents
    
    
    81§10.11
    
    Eligible Real Estate Qualification Documents
    
    
    81§10.12
    
    Compliance Certificate
    
    
    81§10.13
    
    Appraisals
    
    
    82§10.14
    
    Consents
    
    
    82§10.15
    
    Contribution Agreement
    
    
    82§10.16
    
    Other
    
    
    82§11.
    

    CONDITIONS TO ALL BORROWINGS
    
    
    82§11.1
    
    Prior Conditions Satisfied
    
    
    82§11.2
    
    Representations True; No Default
    
    
    82§11.3
    
    Borrowing Documents
    
    
    82§11.4
    
    Endorsement to Title Policy
    
    
    82§11.5
    
    Future Advances Tax Payment
    
    
    83§12.
    

    EVENTS OF DEFAULT;
ACCELERATION; ETC.
    
    
    83§12.1
    
    Events of Default and Acceleration
    
    
    83§12.2
    
    Certain Cure Periods; Limitation of Cure Periods
    
    
    87§12.3
    
    Termination of Commitments
    
    
    87
 v




---



##### 



TABLE OF CONTENTS
 Page§12.4
    
    Remedies
    
    
    87§12.5
    
    Distribution of Collateral Proceeds
    
    
    88§13.
    

    SETOFF
    
    
    89§14.
    

    THE AGENT
    
    
    89§14.1
    
    Authorization
    
    
    89§14.2
    
    Employees and Agents
    
    
    90§14.3
    
    No Liability
    
    
    90§14.4
    
    No Representations
    
    
    90§14.5
    
    Payments
    
    
    91§14.6
    
    Holders of Notes
    
    
    92§14.7
    
    Indemnity
    
    
    92§14.8
    
    Agent as Lender
    
    
    92§14.9
    
    Resignation
    
    
    92§14.10
    
    Duties in the Case of Enforcement
    
    
    93§14.11
    
    Bankruptcy
    
    
    94§14.12
    
    Request for Agent Action
    
    
    94§14.13
    
    Reliance by Agent
    
    
    94§14.14
    
    Approvals
    
    
    95§14.15
    
    Borrower Not Beneficiary
    
    
    95§15.
    

    EXPENSES
    
    
    95§16.
    

    INDEMNIFICATION
    
    
    96§17.
    


SURVIVAL OF COVENANTS, ETC.
    
    
    97§18.
    

    ASSIGNMENT AND PARTICIPATION
    
    
    97§18.1
    
    Conditions to Assignment by Lenders
    
    
    97§18.2
    
    Register
    
    
    98§18.3
    
    New Notes
    
    
    98§18.4
    
    Participations
    
    
    99§18.5
    
    Pledge by Lender
    
    
    99§18.6
    
    No Assignment by Borrower
    
    
    99§18.7
    
    Disclosure
    
    
    99
 vi




---



##### 



TABLE OF CONTENTS
 Page§18.8 Amendments to Loan Documents
    
    
    100§19.
    
    NOTICES
    
    
    100§20.
    
    RELATIONSHIP
    
    
    102§21.
    
    GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE
    
    
    102§22.
    
    HEADINGS
    
    
    103§23.
    
    COUNTERPARTS
    
    
    103§24.
    

ENTIRE AGREEMENT, ETC.
    
    
    103§25.
    
    WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS
    
    
    103§26.
    
    DEALINGS WITH THE BORROWER
    
    
    104§27.
    

CONSENTS, AMENDMENTS, WAIVERS, ETC.
    
    
    104§28.
    
    SEVERABILITY
    
    
    105§29.
    
    TIME OF THE ESSENCE
    
    
    105§30.
    
    NO UNWRITTEN AGREEMENTS
    
    
    105§31.
    
    REPLACEMENT NOTES
    
    
    105§32.
    
    NO THIRD PARTIES BENEFITED
    
    
    105§33.
    
    PATRIOT ACT
    
    
    106§34.
    
    AMENDMENT AND RESTATEMENT OF ORIGINAL LOAN AGREEMENT
    
    
    106
 vii




---



##### 



EXHIBITS AND SCHEDULES
 Exhibit A
    
    FORM OF REVOLVING CREDIT NOTEExhibit B
    
    FORM OF SWING LOAN NOTEExhibit C
    
    FORM OF ASSIGNMENT OF LEASES AND RENTSExhibit D
    
    FORM OF JOINDER AGREEMENTExhibit E
    
    FORM OF INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALSExhibit F
    
    FORM OF MORTGAGEExhibit G
    
    FORM OF REQUEST FOR REVOLVING CREDIT LOANExhibit H
    
    FORM OF LETTER OF CREDIT REQUESTExhibit I
    
    FORM OF BORROWING BASE CERTIFICATEExhibit J
    
    FORM OF COMPLIANCE CERTIFICATEExhibit K
    
    FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENTExhibit L
    
    FORM OF LETTER OF CREDIT APPLICATIONSchedule 1
    
    LENDERS AND COMMITMENTSSchedule 1.2
    
    ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTSSchedule 6.3
    
    LIST OF ALL ENCUMBRANCES ON ASSETSSchedule 6.5
    
    NO MATERIAL CHANGESSchedule 6.7
    
    PENDING LITIGATIONSchedule 6.15
    
    CERTAIN TRANSACTIONSSchedule 6.20
    
    ENVIRONMENTAL RELEASESSchedule 6.20(d)
    
    REQUIRED ENVIRONMENTAL ACTIONSSchedule 6.21(a)
    
    BORROWER SUBSIDIARIESSchedule 6.21(b)
    
    UNCONSOLIDATED AFFILIATES OF THE BORROWER AND ITS
SUBSIDIARIES
 viii




---



##### 



Schedule 6.22
    
    MONETARY DEFAULTS UNDER LEASES SET FORTH IN RENT ROLLSchedule 6.23
    
    MANAGEMENT MATERIAL AGREEMENTSSchedule 6.25
    
    LOAN AGREEMENTSSchedule 7.19
    
    RPB ASSETSSchedule 34
    
    TERMINATED LOAN DOCUMENTS
 ix




---



##### 



SENIOR SECURED REVOLVING CREDIT AGREEMENT
 THIS SENIOR SECURED REVOLVING CREDIT AGREEMENT REPUBLIC PROPERTY LIMITED PARTNERSHIP REPUBLIC PROPERTY TRUST KEYBANK
NATIONAL ASSOCIATION KEYBANK NATIONAL ASSOCIATION KEYBANC CAPITAL MARKETS
 RECITALS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
  Definitions
 Additional Commitment Request Notice
 Additional Guarantor
 Adjusted Consolidated EBITDA less
 Affiliate




---



##### 



Agent
 Agents Head Office
 Agents Special Counsel
 Agreement Schedules Exhibits
 Agreement Regarding Fees
 Applicable Margin
 RevolvingCreditLIBOR Rate
    
    Base RatePricing Level
    
    Ratio
    
    Loans
    
    LoansPricing Level 1
    
    Less than or equal to 50%
    
    
    1.15
    %
    
    
    0.00
    %Pricing Level 2
    
    Greater than 50% but less than or equal to 55%
    
    
    1.25
    %
    
    
    0.00
    %Pricing Level 3
    
    Greater than 55% but less than or equal to 60%
    
    
    1.40
    %
    
    
    0.00
    %Pricing Level 4
    
    Greater than 60% but less than or equal to 65%
    
    
    1.55
    %
    
    
    0.25
    %Pricing Level 5
    
    Greater than 65%
    
    
    1.90
    %
    
    
    0.50
    %
 st st
 2




---



##### 



st st
 Appraisal
 Appraised Value
 Arranger
 Assignment and Acceptance Agreement
 Assignment of Leases and Rents Exhibit C
 Assignment of Loan Documents
 Authorized Officer
 Balance Sheet Date
 Bankruptcy Code
 Base Rate
 3




---



##### 



Base Rate Loans
 Borrower
 Borrowing Base
 Breakage Costs
 Building
 Business Day
 Capital Improvement Reserve
 Capitalization Rate
 Capitalized Lease
 Cash Equivalents
 4




---



##### 



provided however
 CERCLA
 Change of Control
     5




---



##### 



Closing Date
 Code
 Collateral
 Commitment Schedule 1
 Commitment Increase
 Commitment Increase Date
 Commitment Percentage Schedule 1
 Compliance Certificate
 Condemnation Proceeds
 6




---



##### 



Consolidated
 Consolidated EBITDA
 Consolidated Fixed Charges plus plus
 Consolidated Interest Expense plus
 Consolidated Tangible Net Worth
 Consolidated Total Indebtedness
 Construction in Progress
 Contribution Agreement
 Conversion/Continuation Request
 Debt Offering
 7




---



##### 



Default
 Default Rate
 Delinquent Lender
 Derivatives Contract
 Derivatives Termination Value
 Distribution
 Dollars $
 Domestic Lending Office Schedule 1
 8




---



##### 



Drawdown Date
 EBITDA
 Eligible Real Estate
       Eligible Real Estate Qualification Documents Schedule 1.2
 Employee Benefit Plan
 Environmental Engineer
 9




---



##### 



Environmental Laws
 Equity Interests
 Equity Offering
 Equity Percentage
 ERISA
 ERISA Affiliate
 ERISA Reportable Event
 Event of Default
 Federal Funds Effective Rate
 Funds from Operations
 10




---



##### 



GAAP
 Gross Asset Value
       11




---



##### 



Guaranteed Pension Plan
 Guarantors
 Guaranty
 Hazardous Substances
 Implied Debt Service
 Increase Notice
 Indebtedness
 12




---



##### 



Indemnity Agreements Exhibit E
 Insurance Proceeds
 Interest Expense
 Interest Payment Date
 Interest Period provided however
 13




---



##### 



provided
     Investments provided however
 Issuing Lender
 14




---



##### 



Joinder Agreement Exhibit D
 KeyBank
 Land Assets
 Lease Summaries
 Leases
 Lenders
 Letter of Credit
 Letter of Credit Liabilities
 Letter of Credit Request
 LIBOR
 15




---



##### 



LIBOR Business Day
 LIBOR Lending Office Schedule 1
 Lien
 Loan Documents
 Loan Request
 Loan Loans
 Major Tenant
 Majority Lenders
 Management Agreements
 Material Adverse Effect
 16




---



##### 



Maturity Date
 Moodys
 Mortgaged Property or Mortgaged Properties
 Mortgages Exhibit F
 Multiemployer Plan
 Net Income (or Loss)
 Net Offering Proceeds less
 Net Operating Income minus minus minus
 17




---



##### 



Net Rentable Area
 Non-Recourse Exclusions
 Non-Recourse Indebtedness provided
 Notes
 Notice
 Obligations
 18




---



##### 



OFAC
 Off-Balance Sheet Obligations
 Original Loan Agreement
 Original Note
 Outstanding
 Patriot Act
 PBGC
 Permitted Liens
 Person
 Plan Assets
 Potential Collateral
 19




---



##### 



Preferred Distributions.
 Preferred Securities
 Pricing Level
 RPB
 Real Estate
 Record
 Register
 REIT Status
 Release
 Rent Roll
 Required Lenders
 Reserve Percentage
 20




---



##### 



Revolving Credit Base Rate Loans
 Revolving Credit LIBOR Rate Loans
 Revolving Credit Loan or Loans
 Revolving Credit Notes
 SEC
 Security Documents
 S&P
 State
 Subordination, Attornment and Non-Disturbance Agreement
 Subsidiary
 Subsidiary Guarantors
 21




---



##### 



Survey
 Surveyor Certification
 Swing Loan
 Swing Loan Lender
 Swing Loan Commitment
 Swing Loan Note
 Taking
 Title Insurance Company
 Title Policy
 22




---



##### 



Total Commitment
 Type
 Unconsolidated Affiliate
 Unrestricted Cash and Cash Equivalents
 Rules of Interpretation
     23




---



##### 



Revolving Credit Loans
  24




---



##### 



provided provided further pro rata
 Exhibit A prima facie
 Facility Unused Fee th
 25




---



##### 



Reduction and Termination of the Commitments provided provided provided however
 Swing Loan Commitment
 provided plus
 Exhibit B
 26




---



##### 



prima facie
    27




---



##### 



provided however
  Interest on Loans
     28




---



##### 



Requests for Revolving Credit Loans Exhibit G Exhibit G provided however
 Funds for Revolving Credit Loans
  29




---



##### 



Use of Proceeds
 Letters of Credit
 Exhibit H provided
 30




---



##### 



Exhibit L provided
    31




---



##### 



provided however
  32




---



##### 



33




---



##### 



provided
 Increase in Total Commitment
 provided
  34




---



##### 



provided however
 Schedule 1
  Payment of Activation Fee
 No Default
 Representations True
 35




---



##### 



Additional Documents and Expenses
 Other
 Extension of Maturity Date
 Extension Request
 Payment of Extension Fee pro rata
 No Default
 Representations and Warranties
 36




---



##### 



Updated Appraisals
  Stated Maturity
 Mandatory Prepayments
 Optional Prepayments provided
 Partial Prepayments
 37




---



##### 



Effect of Prepayments
  Conversion Options
 provided provided
 provided
  38




---



##### 



Closing Fee
 Agents Fee
 Funds for Payments
    39




---



##### 



provided provided
 provided provided
 Computations
 40




---



##### 



Suspension of LIBOR Rate Loans
 Illegality
 Additional Interest
 41




---



##### 



Additional Costs, Etc
       42




---



##### 



Capital Adequacy
 Breakage Costs
 Default Interest; Late Charge
 43




---



##### 



Certificate
 Limitation on Interest
 Certain Provisions Relating to Increased Costs and Non-Funding Lenders provided
 44




---



##### 



Collateral
 Appraisals; Adjusted Value
   45




---



##### 



provided
  Addition of Mortgaged Properties
     46




---



##### 



47




---



##### 



Release of Mortgaged Property
       Additional Guarantors
 48




---



##### 



Release of Certain Subsidiary Guarantors
 Release of Collateral
   Corporate Authority, Etc
 Incorporation; Good Standing
 Subsidiaries
 Authorization
 49




---



##### 



Enforceability
 Governmental Approvals
 Title to Properties Schedule 6.3
 Financial Statements
 50




---



##### 



No Material Changes Schedule 6.5
 Franchises, Patents, Copyrights, Etc
 Litigation Schedule 6.7 Schedule 6.7
 No Material Adverse Contracts, Etc
 Compliance with Other Instruments, Laws, Etc
 51




---



##### 



Tax Status
 No Event of Default
 Investment Company Act
 Absence of UCC Financing Statements, Etc
 Setoff, Etc
 Certain Transactions Schedule 6.15
 52




---



##### 



Employee Benefit Plans
 Disclosure provided
 Trade Name; Place of Business
 53




---



##### 



Regulations T, U and X
 Environmental Compliance
    54




---



##### 



Schedule 6.20
 Schedule 6.20(d)
    Subsidiaries; Organizational Structure Schedule 6.21(a) Schedule 6.21(b) Schedules
6.21(a) 6.21(b)
 55




---



##### 



Leases Schedule 6.22
 Property
 56




---



##### 



Schedule 6.23 Schedule 6.23
 Brokers
 Other Debt
 57




---



##### 



Schedule 6.25
 Solvency
 No Bankruptcy Filing
 No Fraudulent Intent
 Transaction in Best Interests of Borrower; Consideration
 Contribution Agreement
 58




---



##### 



Reaffirmation of Representations
 OFAC
   Punctual Payment
 Maintenance of Office
 Records and Accounts
 59




---



##### 



Financial Statements, Certificates and Information
   Exhibit J Exhibit
I
 60




---



##### 



61




---



##### 



Notices
 Defaults
 Environmental Events
 62




---



##### 



Notification of Claims Against Collateral
 Notice of Litigation and Judgments
 Notice of Proposed Sales, Encumbrances, Refinance or Transfer of Non-Mortgaged
Property
 ERISA
 63




---



##### 



Notification of Lenders
 Existence; Maintenance of Properties
   Insurance; Condemnation
   64




---



##### 



65




---



##### 



provided
 66




---



##### 



provided however provided further
  67




---



##### 



provided provided
 68




---



##### 



Taxes; Liens provided provided further
 Inspection of Properties and Books provided
 69




---



##### 



Compliance with Laws, Contracts, Licenses, and Permits
 Further Assurances
 Management
 Leases of the Property provided however
 70




---



##### 



Business Operations
 Registered Servicemark
 Ownership of Real Estate provided however
 71




---



##### 



Distributions of Income to the Borrower
 Management
 Guarantor Restrictions Schedule 7.19
 Plan Assets
 More Restrictive Agreements
 72




---



##### 



REIT Status
   Restrictions on Indebtedness
      provided provided
 73




---



##### 



Restrictions on Liens, Etc provided provided
   74




---



##### 



Restrictions on Investments
 Merger, Consolidation provided
 75




---



##### 



Sale and Leaseback
 Compliance with Environmental Laws
   provided
  76




---



##### 



Distributions
 provided
  77




---



##### 



Asset Sales
 [Intentionally Omitted
 Restriction on Prepayment of Indebtedness provided
 Zoning and Contract Changes and Compliance
 78




---



##### 



Derivatives Contracts
 Transactions with Affiliates. Schedule 6.15
 Equity Pledges
   Borrowing Base
 Consolidated Total Indebtedness to Gross Asset Value
 Minimum Mortgaged Property Debt Service
 Adjusted Consolidated EBITDA to Consolidated Fixed Charges
 Minimum Consolidated Tangible Net Worth
 79




---



##### 



Borrowing Base Assets
 provided
     Loan Documents
 Certified Copies of Organizational Documents
 Resolutions
 Incumbency Certificate; Authorized Signers
 80




---



##### 



Opinion of Counsel
 Payment of Fees
 Insurance
 Performance; No Default
 Representations and Warranties
 Proceedings and Documents
 Eligible Real Estate Qualification Documents
 Compliance Certificate
 81




---



##### 



Appraisals
 Consents
 Contribution Agreement
 Other
   Prior Conditions Satisfied
 Representations True; No Default
 Borrowing Documents
 Endorsement to Title Policy
 82




---



##### 



provided
 Future Advances Tax Payment
  Events of Default and Acceleration
      83




---



##### 



provided provided further
   84




---



##### 



85




---



##### 



provided however
 provided
 86




---



##### 



Certain Cure Periods; Limitation of Cure Periods
 provided however provided further provided
  Termination of Commitments
 Remedies
 87




---



##### 



Distribution of Collateral Proceeds
  provided
 88




---



##### 



provided further
   pro tanto provided
  Authorization
 89




---



##### 



Employees and Agents
 No Liability
 No Representations
 90




---



##### 



Payments
    91




---



##### 



Holders of Notes
 Indemnity
 Agent as Lender
 Resignation
 92




---



##### 



Duties in the Case of Enforcement
 93




---



##### 



provided
 Bankruptcy
 Request for Agent Action
 Reliance by Agent
 94




---



##### 



Approvals
 Borrower Not Beneficiary
   95




---



##### 



96




---



##### 



provided however
    Conditions to Assignment by Lenders provided
 97




---



##### 



Schedule 1
 Register
 New Notes
 98




---



##### 



Participations provided provided however
 Pledge by Lender
 No Assignment by Borrower
 Disclosure
 99




---



##### 



Amendments to Loan Documents
   100




---



##### 



101




---



##### 



THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
HEREIN OR THEREIN, SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK. THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY COURT OF COMPETENT
JURISDICTION IN THE STATE OF NEW YORK (INCLUDING ANY FEDERAL COURT SITTING THEREIN). THE BORROWER
FURTHER ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND
ANY RELATED APPELLATE COURT AND IRREVOCABLY (i) AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
WITH RESPECT TO THIS AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS AND (ii) WAIVES ANY OBJECTION IT
MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH A COURT IS AN INCONVENIENT FORUM. THE BORROWER FURTHER AGREES THAT SERVICE OF PROCESS IN ANY
SUCH SUIT MAY BE MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 19 HEREOF. IN
ADDITION TO THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN, THE AGENT OR
ANY LENDER MAY BRING ACTION(S) FOR ENFORCEMENT ON A NONEXCLUSIVE BASIS WHERE ANY COLLATERAL OR
ASSETS OF BORROWER OR ANY GUARANTOR EXIST AND THE BORROWER CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURTS AND
 102




---



##### 



THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS
SPECIFIED IN SECTION 19 HEREOF.
        EACH OF THE BORROWER, RPB, THE AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL
WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT,
ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR
THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE
TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES AND TO
THE EXTENT PERMITTED BY APPLICABLE LAW, PUNITIVE OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. EACH OF THE BORROWER AND RPB (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY LENDER OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR
THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B)
ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND
CERTIFICATIONS CONTAINED IN THIS §25. EACH OF THE BORROWER AND RPB ACKNOWLEDGES THAT IT HAS HAD AN
OPPORTUNITY TO REVIEW THIS §25 WITH LEGAL COUNSEL AND THAT EACH
 103




---



##### 



OF THE BORROWER AND RPB AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND VOLUNTARY ACT.
    provided
 104




---



##### 



THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT
BETWEEN THE PARTIES ARE SET FORTH BELOW.
     105




---



##### 



Schedule 34
 [SIGNATURES BEGIN ON FOLLOWING PAGE]
 106




---



##### 



IN WITNESS WHEREOF
 BORROWER:REPUBLIC
PROPERTY LIMITED PARTNERSHIP, a Delaware 
limited
partnershipBy:
    
    Republic Property
Trust, a Maryland real estate investment trust, its sole
general partnerBy:
    
    /s/ Gary R. SiegelName: Gary R. SiegelTitle: Chief Operating Officer(SEAL)
 RPB:REPUBLIC PROPERTY TRUST, a Maryland real estate investment
trustBy:
    
    /s/ Gary R. SiegelName: Gary R. SiegelTitle: Chief Operating Officer(SEAL)LENDERSKEYBANK NATIONAL ASSOCIATION, individually and as AgentBy:
    
    /s/ Michael P. SzubaName: Michael P. SzubaTitle: Vice PresidentSUNTRUST BANKBy:
    
    /s/ Nancy B. RichardsName: Nancy B. RichardsTitle: Senior Vice President
 107




---



##### 



CHARTER ONE BANK, N.A.By:
    
    /s/ Michael KauffmanName: Michael KauffmanTitle: Vice PresidentRAYMOND JAMES BANK, FSBBy:
    
    /s/ Thomas F. MacinaName: Thomas F. MacinaTitle: Senior Vice PresidentPNC BANK, NATIONAL ASSOCIATIONBy:
    
    /s/ Timothy P. GleesonName: Timothy P. GleesonTitle: Vice PresidentSOVEREIGN BANKBy:
    
    /s/ T. Gregory DonohueName: T. Gregory DonohueTitle: Senior Vice PresidentWACHOVIA BANK, NATIONAL ASSOCIATIONBy:
    
    /s/ Amit V. KhimitName: Amit V. KhimitTitle: Vice PresidentEMIGRANT BANKBy:
    
    /s/ Russell T. WilsonName: Russell T. WilsonTitle: Vice President
 108




---



##### 



EXHIBIT A
  $
    
    , 2006
 
    A-1




---



##### 



REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited
partnershipBy:
    
    Republic Property
Trust, a Maryland real estate investment trust, its sole
general partnerBy:Name:Title:(SEAL)
 A-2




---



##### 



EXHIBIT B
  $
    
    , 2006
 
    B-1




---



##### 



REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited
partnershipBy:
    
    Republic Property Trust, a Maryland real estate investment trust, its sole
general partnerBy:Name:Title:(SEAL)
 B-2




---



##### 



EXHIBIT C
  
 
 ASSIGNMENT OF LEASES AND RENTS
 Assignment Assignor KeyBank Banks Borrower Republic Credit Agreement
 ASSIGNOR Instrument Exhibit A Leases
  C-1




---



##### 



Rents
 Secured Obligations
     2




---



##### 



Present Assignment
 3




---



##### 



License
 Remedies of Agent
 No Liability of Agent
 4




---



##### 



Other Remedies and Non-Waiver
 Conflict with Credit Agreement Provisions
 No Mortgagee in Possession
 No Oral Change
 5




---



##### 



Certain Definitions
 Inapplicable Provisions
 Counterparts
 GOVERNING LAW; JURISDICTION . THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS CHOSEN PURSUANT TO SECTION 3.04 OF THE INSTRUMENT. ASSIGNOR HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE
CHOSEN PURSUANT TO SECTION 3.04 OF THE INSTRUMENT IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF
OR RELATING TO THIS ASSIGNMENT.
 Successors and Assigns
 Termination of Assignment
 Indemnification
 6




---



##### 



Notices
 Rejection of Leases
 No Merger of Estates
 Agents Rights of Assignment; Rights of Assignees
 7




---



##### 



Modifications, Etc.
 Credit Agreement
  Signatures Begin on the Following Page
 8




---



##### 



ASSIGNOR:RKB DULLES TECH LLC, a Delaware limited liability companyBy:Name:Title:
 
 
 
 My commission expires:[Notarial Seal]
    
    Notary Public
 9




---



##### 



EXHIBIT A
 Legal Description




---



##### 



EXHIBIT D
 FORM OF JOINDER AGREEMENT
 
 RECITALS
    AGREEMENT
 Joinder
 Representations and Warranties of Joining Party
 D-1




---



##### 



Joint and Several
 Further Assurances
 GOVERNING LAW . THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION
UNDER, AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 Counterparts
 
  JOINING PARTY,aBy:Name:Title:[SEAL]
   By:Its:[Printed Name and Title]
 D-2




---



##### 



EXHIBIT E
  INDEMNITY AGREEMENT  REGARDING HAZARDOUS MATERIALS
 THIS INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALS st REPUBLIC PROPERTY LIMITED PARTNERSHIP, REPUBLIC PROPERTY TRUST RPT PRESIDENTS PARK LLC PRESIDENTS PARK I LLC PRESIDENTS PARK II LLC PRESIDENTS
PARK III LLC RKB DULLES TECH
LLC KEYBANK NATIONAL ASSOCIATION
      E-1




---



##### 



,
   Definitions
    2




---



##### 



Indemnity Agreement
 3




---



##### 



Survival
 No Waiver
 4




---



##### 



Separate Obligations
     5




---



##### 



Waiver by Borrower and Guarantors
 Delay
 Releases
 Counterparts
 Notices
 6




---



##### 



Amendments
 Effect
 GOVERNING LAW; CONSENT TO JURISDICTION
  7




---



##### 



BORROWER:REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnershipBy:
    
    Republic Property Trust, a Maryland real estate investment trust, its sole
general partnerBy:Name:Title:
 GUARANTORS:REPUBLIC PROPERTY TRUST, a Maryland real estate investment trustBy:Name:Title:
 [Signatures Continued on Next Page]
 8




---



##### 



RPT PRESIDENTS PARK LLC, a Delaware limited liability companyBy:Name:Title:PRESIDENTS PARK I LLC, a Delaware limited liability companyBy:Name:Title:PRESIDENTS PARK II LLC, a Delaware limited liability companyBy:Name:Title:PRESIDENTS PARK III LLC, a Delaware limited liability companyBy:Name:Title:
 [Signatures Continued on Next Page]
 9




---



##### 



RKB DULLES TECH LLC, a Delaware limited liability companyBy:Name:Title:
 10




---



##### 



EXHIBIT F
  
    AMENDED, RESTATED AND SPREAD DEED OF TRUST
AND SECURITY AGREEMENT
 
   AMES, JR.
  
   
 F-1




---



##### 



AMENDED, RESTATED AND SPREAD DEED OF TRUST AND SECURITY AGREEMENT Instrument st PRESIDENTS PARK I LLC PRESIDENTS PARK II LLC PRESIDENTS
PARK III LLC RKB DULLES TECH
LLC Grantor AMES JR. Trustee KeyBank Banks Borrower Credit Agreement Agent
 WHEREAS
 WHEREAS
 WHEREAS
 2




---



##### 



WHEREAS
 NOW THEREFORE
 W I T N E S S E T H:
 FOR AND IN CONSIDERATION Property
 Exhibit A Land
 Improvements
 3




---



##### 



Leases Revenues
  4




---



##### 



Exhibit B Permitted Encumbrances
 5




---



##### 



Exhibit B
 Secured Obligations
     Enforcement Costs
 6




---



##### 



ARTICLE 1
 Payment of Secured Obligations
 Funds for Impositions Funds Impositions
 Impositions, Liens and Charges
 7




---



##### 



Taxes, Liens and Other Charges
   Insurance
  Condemnation
 Care, Use and Management of Property
 8




---



##### 



9
         Leases and other Agreements Affecting Property
   10




---



##### 



Leases of the Property
 11
          Security Agreement
 Personal Property UCC 12
      Exhibit C Exhibit
C
 Exhibit C
   13
      Further Assurances; After-Acquired Property
 14
      Expenses
 Subrogation
 Limit of Validity
 Conveyance of Property
 15
      ARTICLE 2
 Events of Default
 Default
 Event of Default
 Acceleration of Maturity
 16
      Right to Enter and Take Possession
    17
      Performance by Agent
 Receiver
 Enforcement
     18
      Purchase by Agent
 Application of Proceeds of Sale
 Grantor as Tenant Holding Over
 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws
 Waiver of Homestead
 Leases; Licensees
 Discontinuance of Proceedings and Restoration of the Parties
 19
      Remedies Cumulative
 Waiver
  20
        Suits to Protect the Property
 Agent May File Proofs of Claim
 WAIVER OF GRANTORS RIGHTS
 Claims Against Agent and Banks
 21
      Intentionally Omitted
 Indemnification; Subrogation; Waiver of Offset
  22
          Revolving Credit/Future Advance
 23
      ARTICLE 3
 Successors and Assigns
 Terminology
 Severability
 Applicable Law
 Notices
 24
      th
  
  
 25
      Conflict with Credit Agreement Provisions
 Assignment
 Time of the Essence
 Credit Agreement
 Grantor
 ARTICLE 4
 Any Trustee May Act; Substitution Permitted
 Compensation and Expenses
 26
      Performance of Duties; Liability
  27
      RKB DULLES TECH LLC, a Delaware limited liabilitycompanyBy:Name:Title:
   
 My commission expires:[Notarial Seal]
    
    Notary Public
 28
      PRESIDENTS PARK I LLC, a Delaware limited liabilitycompanyBy:Name:Title:
   
 My commission expires:[Notarial Seal]
    
    Notary Public
 29
      PRESIDENTS PARK II LLC, a Delaware limited liabilitycompanyBy:Name:Title:
   
 My commission expires:[Notarial Seal]
    
    Notary Public
 30
      PRESIDENTS PARK III LLC, a Delaware limited liabilitycompanyBy:Name:Title:
   
 My commission expires:[Notarial Seal]
    
    Notary Public
 31
      EXHIBIT A
 EXHIBIT A - PAGE 1
      EXHIBIT B
 Permitted Encumbrances
  EXHIBIT B - PAGE 1
      EXHIBIT C
 Schedule 1  Description of Debtor and Secured Party
 A.
    
    Debtor:
 1.
    
    RKB DULLES TECH LLC, a Delaware limited liability company organized under the
laws of the State of Delaware. Debtor has been using or operating under said name and
identity or corporate structure without change since November, 2003.Names and Tradenames used within last five years: None.Location of all chief executive offices over last five years:
1280 Maryland Avenue, S.W., Washington, DC 20024.Organizational Number: 3730640Federal Tax Identification Number: 20-3241959 (RPLPS No.)2.
    
    PRESIDENTS PARK I LLC, a Delaware limited liability company organized under the
laws of the State of Delaware. Debtor has been using or operating under said name and
identity or corporate structure without change since December, 2004.Names and Tradenames used within last five years: None.Location of all chief executive offices over last five years:
1280 Maryland Avenue, S.W., Washington, DC 20024.Organizational Number: 3889302Federal Tax Identification Number: 20-3241959 (RPLPS No.)3.
    
    PRESIDENTS PARK II LLC, a Delaware limited liability company organized under
the laws of the State of Delaware. Debtor has been using or operating under said name
and identity or corporate structure without change since December, 2004.Names and Tradenames used within last five years: None.Location of all chief executive offices over last five years:
1280 Maryland Avenue, S.W., Washington, DC 20024.Organizational Number: 3889304Federal Tax Identification Number: 20-3241959 (RPLPS No.)
 EXHIBIT C - PAGE 1
      4.
    
    PRESIDENTS PARK III LLC, a Delaware limited liability company organized under
the laws of the State of Delaware. Debtor has been using or operating under said name
and identity or corporate structure without change since December, 2004.Names and Tradenames used within last five years: None.Location of all chief executive offices over last five years:
1280 Maryland Avenue, S.W., Washington, DC 20024.Organizational Number: 3889305Federal Tax Identification Number: 20-3241959 (RPLPS No.)
 B.
    
    Secured Party:KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent.
 Schedule 2
 Notice Mailing Addresses of Debtor and Secured Party
 A.
    
    The mailing address of Debtor is:c/o Republic Property Limited Partnership
1280 Maryland Avenue, S.W.
Suite 280
Washington, D.C. 20024B.
    
    The mailing address of Secured Party is:KeyBank National Association, as Agent
127 Public Square
8th Floor
OH-01-27-0839
Cleveland, Ohio 44114-1306
 EXHIBIT C - PAGE 2
      EXHIBIT G
  
  Revolving Credit Loan [Revolving
Credit Loan under §2.1] [Swing Loan under §2.4]
 
  [If the requested Loan is a Swing Loan and the Borrower desires for such Loan to be a LIBOR
Rate Loan following its conversion as provided in §2. 4(d) , specify the Interest Period following
conversion:   ]
 Use of Proceeds
 No Default
 Representations True G-1
        Other Conditions
 Definitions
 
 REPUBLIC PROPERTY LIMITED PARTNERSHIP, aDelaware limited partnershipBy:
    
    Republic Property Trust, a Maryland real estate
investment trust, its sole general partnerBy:Name:Title:
 G-2
      EXHIBIT H
  [DATE]
 
 Re:
    
    Letter of Credit Request under Senior Secured Revolving Credit Agreement
dated as of May 1, 2006
   (i)
    
    Name and address of beneficiary:(ii)
    
    Face amount: $(iii)
    
    Proposed Issuance Date:(iv)
    
    Proposed Expiration Date:(v)
    
    Other terms and conditions as set forth in the proposed form of Letter of
Credit attached hereto.(vi)
    
    Purpose of Letter of Credit:
    H-1
      Very truly yours,REPUBLIC PROPERTY LIMITED PARTNERSHIP, aDelaware limited partnershipBy:
    
    Republic Property Trust, a Maryland real estate
investment trust, its sole general partnerBy:Name:Title:
 H-2
      EXHIBIT I
  BORROWING BASE WORKSHEET
 A.
    
    Mortgaged Property Appraised Value Test: Aggregate
    
    $Amount of Appraised Value of each Mortgaged Property[See attached spreadsheet listing values]B.
    
    Borrowing Base: 65% of Mortgaged Property Aggregate
    
    $Appraised Value
 I-1
      EXHIBIT J
  
   
    J-1
      REPUBLIC PROPERTY TRUST, a Maryland real estateinvestment trustBy:Name:Title:
 J-2
      APPENDIX TO COMPLIANCE CERTIFICATE
 J-3
      WORKSHEET
 GROSS ASSET VALUE
 A.
    
    Net Operating Income for Real Estate owned by Borrower or Subsidiaries as of the Closing Date1.
    
    Net Operating Income attributable to such Real Estate for immediately preceding two (2) consecutive calendar quarters:
    
    $2.
    
    Amount of A.1 multiplied by 2:
    
    $3.
    
    Amount on A.2 divided by the applicable Capitalization Rate:
    
    $B.
    
    Net Operating Income for Real Estate acquired by Borrower or Subsidiaries after the Closing Date
    
    $1.
    
    Acquisition Cost of such Real Estate:
    
    $2.
    
    Net Operating Income attributable to such Real Estate for immediately preceding two (2) consecutive calendar quarters:
    
    $3.
    
    Amount of A.1 multiplied by 2:
    
    $4.
    
    Amount on A.2 divided by 0.065:
    
    $5.
    
    The lesser of B.1 and B.4:
    
    $C.
    
    Construction in Progress, until the earlier of (x) the 1 year anniversary of the date of issuance of a certificate of occupancy for such Real Estate and (y) the last day of the calendar quarter during which such Real Estate first achieves 85% occupancy:
    
    $D.
    
    Aggregate of Unrestricted Cash and Cash Equivalents:
    
    $E.
    
    Acquisition Cost of Land Assets:
    
    $F.
    
    Pro rata share of Gross Asset Value attributable to Real Estate owned by Unconsolidated Affiliates:Gross Assets Value equals sum of A.3 plus B.5 plus C plus D plus E plus F
    
    $
 J-4
      EXHIBIT K
  THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT
  WHEREAS REPUBLIC PROPERTY LIMITED PARTNERSHIP KEYBANK NATIONAL ASSOCIATION
 WHEREAS [Describe assigned Commitment]
 NOW, THEREFORE
 Definitions
 Assignment
 
  K - 1
      Representations and Requests of Assignor
 
  Representations of Assignee
 K - 2
      Payments to Assignor
 Payments by Assignor
 Effectiveness
 
    K - 3
      Notices
 Notice Address:Attn:Facsimile:
 Domestic Lending Office:
    
    Same as aboveEurodollar Lending Office:
    
    Same as above
 Payment Instructions
 Governing Law
 Counterparts
 Amendments
 Successors
  K - 4
      ASSIGNEE:By:Title:ASSIGNEE:By:Title:
 
  By:Title:
 1
 REPUBLIC PROPERTY LIMITED PARTNERSHIP
 By:
    
    Republic Property Trust, a Maryland real
estate investment trust, its sole general partnerBy:Name:Title:
 
 1
    
    Insert to extent required by Credit
Agreement. K - 5
      EXHIBIT L
 FORM OF LETTER OF CREDIT APPLICATION
 L - 1
      KeyBank National Association
 Application and Agreement for Irrevocable Standby Letter of Credit
 To:
    
    International Standby Services Group
    
    Date:4910 Tiedeman, 4thfloorBrooklyn, Ohio 44144Mailcode: OH-01-51-0435Fax Number: (216) 813-3719
 Please issue your Irrevocable Letter of Credit and notify the Beneficiary by:
 o Mail o Swift/Telex o Courier
 Beneficiary: (show full name & complete street address)
    
    Applicant: (show full name & complete street address)
 Expiration Date: ___
    
    
    
    Dollar Amount (USD): $(Amount in words):o Automatic Extension Clause
    
    Days Notice: ___o Ultimate Expiration Bate: ___
 Available by Drafts at sight drawn on you and accompanied by the following documents:o
    
    
    1.
    
    
    Beneficiarys statement purportedly signed by an authorized individual of (Beneficiary) certifying The Principal, (Applicant), has not performed or fulfilled all the undertakings, covenants and conditions in accordance with the
terms of the agreement dated ___ between (Applicant) and (Beneficiary).o
    
    
    2.
    
    
    Beneficiarys statement purportedly signed by an authorized individual or (Beneficiary) certifying We hereby certify that invoices under sales agreement between (Applicant) and (Beneficiary) have been submitted for payment and
said invoices are past due and payable.o
    
    
    3.
    
    
    Beneficiarys statement
purportedly signed by an authorized individual of (Beneficiary)
certifying We hereby certify that (Applicant) has failed to
honor their contractual agreement dated ___ between (Applicant) and
(Beneficiary) and that payment has not been made and is ___past due.o
    
    
    4.
    
    
    Beneficiarys statement purportedly signed by one of its authorized individuals certifying that ___(Applicant) was the successful bidder under the
Tender No. ___dated ___for supply of ___and that
___(Applicant) has withdrawn their bid or failed to enter into contract.o
    
    
    5.
    
    
    Beneficiarys statement, purportedly signed by an authorized individual reading: (Please indicate below the wording which is to appear in the statement to be presented.)o
    
    
    6.
    
    
    No statement or document by the beneficiary other than a draft is required to be presented under this L/C.
 Partial Drawings:
    
    o Permitted
    
    o Not Permitted
    
    Charges for:
    
    o Beneficiary
    
    o Applicant
 Special instructions or conditions:
 The opening of this credit is governed by the terms and conditions as set forth in the credit agreement. Furthermore, the applicant shall
include revisions of the terminology set forth above as you deem necessary.
I/we hereby agree to the terms and conditions, convenants, and agreements above.
 This application and agreement are subject to the current uniform customs and practice for documentary credits
fixed the International Chamber of Commerce and to the terms and conditions set forth in the Reimbursement Agreement.
 ___
    
    ___
    
    Date: ___(Customers Signature)
    
    (Customers Bank Sign Here
if other than KeyBank National Association)
      SCHEDULE 1
 LENDERS AND COMMITMENTS
 Revolving CreditName and Address
    
    Commitment
    
    Commitment PercentageKeyBank National Association
127 Public Square
Cleveland, Ohio 44114-1306
Attention: Michael P. Szuba
Facsimile: 216/689-4997
    
    $25,000,000.00
    
    16.6667%LIBOR Lending Office
     Same as aboveSunTrust Bank
8330 Boone Boulevard, 8th Floor
Vienna, VA 22182
Attention: Nancy B. Richards
Facsimile: 703-442-1570
    
    $25,000,000.00
    
    16.6667%LIBOR Lending Office
     Same as aboveCharter One Bank, N.A.
1215 Superior Avenue
Cleveland, Ohio 44114
Attention: Michele Jawyn
Facsimile: 216-277-4607
    
    $25,000,000.00
    
    16.6667%LIBOR Lending Office
     Same as aboveRaymond James Bank, FSB
710 Carillon Parkway
St. Petersburg, FL 33716
Attention: Steven F. Paley
Facsimile: 727-567-8830
    
    $20,000,000.00
    
    13.3333%LIBOR Lending Office
     Same as above
      Revolving CreditName and Address
    
    Commitment
    Commitment PercentagePNC Bank, National Association
PNC Real Estate Finance
808 17th Street, N.W.
Washington, DC 20006
Attention: Timothy Gleeson
Facsimile: 202-835-5982
    
    $15,000,000.00
    
    10%LIBOR Lending Office
     Same as aboveSovereign Bank
75 State Street
MA 1 SST 0411
Boston, MA 02109
Attention: T. Gregory Donohue
Facsimile: 617-757-5652
    
    $15,000,000.00
    
    10%LIBOR Lending Office
     Same as aboveWachovia Bank, National Association
301 S. College Street
Mailcode NC0172
Charlotte, NC 28288
Attention: Karen Berka
Facsimile: 704-383-6205
    
    $15,000,000.00
    
    10%LIBOR Lending Office
     Same as aboveEmigrant Bank
6 East 43rd Street, 22nd Floor
New York, NY 10017
Attention: Eileen Healy
Facsimile: 212-850-4608
    
    $10,000,000.00
    
    6.6667%
      SCHEDULE 1.2
 ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS
  Security Documents
 Enforceability Opinion
 Perfection of Liens
 Survey and Taxes
 Title Insurance; Title Exception Documents
 UCC Certification
 Management Agreement
 Leases
      Lease Form
 Subordination Agreements
 Estoppel Certificates
 Certificates of Insurance
 Property Condition Report
 Hazardous Substance Assessments
 Zoning and Land Use Compliance
 Certificate of Occupancy
      Appraisal
 Budget
 Operating Statements
 Environmental Disclosure
 Subsidiary Guarantor Documents
 Additional Documents