third_amendmttopurchaseagrmt.htm


    


    THIRD AMENDMENT TO PURCHASE
AGREEMENT

    


    THIS THIRD AMENDMENT TO PURCHASE
AGREEMENT (the "Amendment") is made as of August  25, 2008, by and
between (i) DTC PARTNERS,
LLC, a Virginia limited liability company (“Seller”), and (ii) NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION, a District of Columbia cooperative
association  (“Purchaser”).

    


    RECITALS:

    


    A.           Seller
and Purchaser entered into that certain Purchase Agreement dated May 2, 2008
(the “Original Agreement”), as amended by that certain First Amendment to
Purchase Agreement dated June 30, 2008, and as further amended by that certain
Second Amendment to Purchase Agreement dated July 29, 2008 (the “Second
Amendment”, and collectively, the “Purchase Agreement”), by which Seller agreed
to sell and Purchaser agreed to purchase either the Option 1 Parcel (as defined
in the Agreement) or the Option 2 Parcel (as defined in the Agreement),
constituting a part of approximately 189.51 acres of unimproved land owned by
Seller located near the intersection of Route 7 and Route 28 in Loudoun County,
Virginia comprising a portion of the "Dulles Town Center Project" and known as
Tax Map 80-102A (GPIN No. ###-##-####), all as more particularly described in
the Agreement.

    


    B.           Seller
and Purchaser desire to amend the Agreement to reflect their agreement on the
forms of the Pond Easement Agreement and the Proffer Allocation and
Infrastructure Agreement, among other things, as more fully set forth in this
Amendment.

    


    AGREEMENT:

    


    NOW,
THEREFORE, in consideration of the mutual rights and obligations hereunder,
Seller and Purchaser hereby agree as follows:

    


    
      	
              1.

            	
              Purchase
      Agreement.   The parties agree that the Purchase
      Agreement is in full force and effect, unamended except as expressly set
      forth in this Amendment.  All capitalized terms used in, and not
      otherwise defined in, this Amendment shall have the meanings given them in
      the Purchase Agreement.

            


    

    
      	
              2.

            	
              Proffer Allocation and
      Infrastructure Agreement.  Seller and Purchaser agree
      that the Proffer Allocation and Infrastructure Agreement shall be
      substantially in the form of the Proffer Allocation, Assessment and
      Exchange Agreement attached as Exhibit A to
      this Amendment.

            


    

    


    
      	
              3.

            	
              Pond Easement
      Agreement.  Seller and Purchaser agree that the Pond
      Easement Agreement shall be substantially in the form of the Access
      Easement and Storm Water Manager Agreement attached as Exhibit B to
      this Amendment.

            


    

    


    
      	
              4.

            	
              Joinder of
      Mortgagee.   Seller agrees that it will request
      Wachovia Bank, National Association (“Wachovia”), the party secured by the
      deed of trust encumbering the 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                Overall
      Property, to sign the Consent appended to the Proffer Allocation,
      Assessment and Exchange Agreement attached as Exhibit A to
      this Amendment and the Access Easement and Storm Water Manager Agreement
      attached as Exhibit B to
      this Amendment, and will use commercially reasonable efforts to obtain
      Wachovia’s signature to those Consents when the Proffer Allocation,
      Assessment and Exchange Agreement and the Access Easement and Storm Water
      Manager Agreement are delivered at the Closing, but in doing so the Seller
      shall not be obligated to make any payment or grant any other financial
      concession to Wachovia or to agree to any change or modification to the
      deed of trust securing Wachovia’s loan.  Purchaser agrees that
      obtaining Wachovia’s signed Consents to the Proffer Allocation, Assessment
      and Exchange Agreement and the Access Easement and Storm Water Manager
      Agreement shall not be a condition precedent to its obligation to
      consummate the purchase of the Property pursuant to the Purchase
      Agreement.

              


      

    

     

    
      	
              5.

            	
              Ratification.  Except
      as specifically modified herein, all terms and conditions of the Purchase
      Agreement are hereby ratified by the parties hereto and shall remain in
      full force and effect.  In the event that any terms of this
      Amendment shall conflict with the terms of the Purchase Agreement, the
      terms of this Amendment shall prevail.  All references herein to
      the “Purchase Agreement” shall mean the Purchase Agreement as amended by
      this Amendment.  This Amendment may be executed in counterparts
      and/or with counterpart signature pages, all of which together shall
      constitute a single agreement.

            


    

    


    


    


    [Signatures
on following page. ]

    


    


    
      
        
           


        

        
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    IN WITNESS WHEREOF, the
undersigned parties have executed this Amendment as of the day and year first
above stated.

    


     

    SELLER

     

    DTC
PARTNERS, LLC

    


    By:           
Lerner Enterprises, LLC, its

               Authorized
Member

     

    By:  ______________________

     

    Name: ____________________

     

    Title:  Manager

     

    Date of
Signing: ______________, 2008

     

    


     

    PURCHASER

     

    NATIONAL
RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

    


    By:           /s/ JOHN T. EVANS

    Name:
John T. Evans

    Title:
Senior Vice
President

     

    Date of
Signing: August 22,
2008

     

    
      
        
        

      

      
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      IN WITNESS WHEREOF, the
undersigned parties have executed this Amendment as of the day and year first
above stated.

      


       

      SELLER

       

      DTC
PARTNERS, LLC

      


      By:      Lerner
Enterprises, LLC, its

                 Authorized
Member

       

      By:  /s/ MARK D. LERNER

       

      Name: Mark D. Lerner

       

      Title:  Manager

       

      Date of
Signing: August 25,
2008

       

      


       

      PURCHASER

       

      NATIONAL
RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

      


      By:           ___________________________________

      Name:______________________________

      Title:_______________________________

       

      Date of
Signing: ________________, 2008

    

    


    
      
        
          
            -3-

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


      This
Instrument Was Prepared

      By
and Return Original To:

       

      John G.
Kelly, Esq.

      
        
          Reed
Smith LLP

        

      

      3110
Fairview Park Drive

      Suite
1400

      Falls
Church, VA 22042

                                                                              Tax Map
Number_______________

                                                                                                                                                                              Consideration:
$10.00

       

       

      EXHIBIT
A

      


      PROFFER ALLOCATION,
ASSESSMENT

      AND EXCHANGE
AGREEMENT

      


      THIS PROFFER ALLOCATION, ASSESSMENT AND
EXCHANGE AGREEMENT (this “Agreement”)
is made as of the  day of ______________, 200___(the “Effective
Date”), by and between NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION, a District of Columbia cooperative
association (“CFC”) and
DTC PARTNERS,
LLC, a Virginia
limited liability company (“DTC”).

       

      WITNESSETH
THAT:

      


      WHEREAS, immediately before the
execution and delivery of this Agreement, and pursuant to the terms and
conditions of that certain Purchase Agreement between CFC and DTC dated May 2,
2008, as amended (collectively, the “Purchase
Agreement”), DTC transferred and conveyed to CFC that certain real
property more particularly described on attached Exhibit A (the “CFC
Parcel”), which was, before the execution and delivery of this Agreement,
a part of a larger parcel owned by DTC consisting of approximately 184 acres of
unimproved land located near the intersection of Route 7 and Route 28 in Loudoun
County, Virginia known as Tax Map 80-102A (GPIN No. ###-##-####), of which the
CFC Parcel is a part, and which together with those certain parcels containing
(i) 42.88 acres known as Tax Map 80((23)) Block 3 (GPIN ###-##-####) and (ii)
7.75 acres known as Tax Map 80((23)) Block 1 (GPIN ###-##-####), comprise the
undeveloped portions of the Dulles Town Center project (the “DTC
Project”), which three (3) parcels are more particularly described on
attached Exhibit
B;

      


      WHEREAS, the DTC Project and
certain improved parcels are subject to the Concept Plan and those certain
Proffers associated with ZMAP 1990-0014 approved by the Loudoun County Board of
Supervisors on December 17, 1991, which are described on attached Exhibit C
(collectively, the "Existing
Proffers");

      


      WHEREAS, pursuant to the
Purchase Agreement, DTC and CFC agreed to execute and deliver this
Agreement;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      NOW, THEREFORE, in
consideration of Ten Dollars ($10.00) and other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged by the parties
hereto, CFC and DTC hereto agree as follows:

      


      1.           Definitions.  The
following terms as used herein or in any amendment hereof shall have the
following meanings:

      


      A.           Affiliate.  When
used with reference to any Person, any Person that, directly or indirectly
through one or more intermediaries controls, is controlled by, or is under
common control with, the specified Person (the term "control" for this purpose,
shall mean the ability, whether by the ownership of shares or other equity
interests, by contract or otherwise, to elect a majority of the directors of a
corporation, independently to select the managing partner of a partnership or
the managing member of a limited liability company, or otherwise to have the
power independently to remove and then select a majority of those Persons
exercising governing authority over an entity, and control shall be conclusively
presumed in the case of the direct or indirect ownership of 50% or more of the
equity interests).  In the case of CFC, Affiliate shall also mean any
member of CFC and any entity, the accounts of which will be or are consolidated
with those of CFC in its consolidated financial statements.

      


      B.           Business
Days.  Any day other than a Saturday, Sunday or legal holiday
recognized by the Commonwealth of Virginia.

      


      C.           Century Boulevard
CPAP.  The Construction Plans and Profiles for the Century
Boulevard Extension entitled “Century Boulevard” prepared by Dewberry dated
__________, last revised ___________, as approved by Loudoun County (County
reference # _____________).

      


      D.           CFC Assumed
Proffers.  The Existing Proffers that CFC has agreed to be
responsible for or to comply with as set forth on attached Exhibit
C-1.

      


      E.           CFC Parcel
Owner.  The Person(s) who from time to time is (are) the Owner
of the CFC Parcel(s).  On the Effective Date, CFC is the CFC Parcel
Owner.

      


      F.           CFC
Parcel(s).  The real property described in attached Exhibit A and any
part or parts of the real property described in attached Exhibit A created as
separate parcels of land by boundary line adjustment plat, subdivision waiver
plat or a plat of subdivision sufficient, in form and substance, to permit such
part or parts to be legally capable of being conveyed by deed.

      


      G.           CFC’s Intended
Use.  The development and construction on the CFC Parcel of
office buildings (and other such incidental uses permitted under the current
PD-OP zoning and the Existing Proffers) and related improvements containing no
more than 450,000 square feet of gross floor area.

      


      H.           County.  Loudoun
County, Virginia.

      


      
        
          
          

        

        
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      I.           DTC Parcel(s)
Owner.  The Person(s) who from time to time is (are) the Owner
of the DTC Parcel(s).  On the Effective Date, DTC is the DTC Parcel(s)
Owner.

      


      J.           DTC
Parcel(s).  The DTC Retained Property and any separate part or
parts of the DTC Retained Property created as separate parcels of land by
boundary line adjustment plat, subdivision waiver plat or a plat of subdivision
sufficient, in form and substance, to permit such part or parts to be legally
capable of being conveyed by deed.

      


      K.           DTC
Project.  The parcel of unimproved land owned by DTC consisting
of approximately 184 acres, more or less, located near the intersection of Route
7 and Route 28 in Loudoun County, Virginia, known as Tax Map 80-102A (GPIN No.
###-##-####), of which the CFC Parcel is a part, together with those certain
parcels containing (i) 42.88 acres known as Tax Map 80((23)) Block 3 (GPIN
###-##-####) and (ii) 7.75 acres known as Tax Map 80((23)) Block 1 (GPIN
###-##-####).  The DTC Project, which comprises the undeveloped
portions of the Dulles Town Center project, is more particularly described on
attached Exhibit
B.

      


      L.           DTC Retained
Property.  All real property included as a part of the DTC
Project other than the CFC Parcel.

      


      M.           DTC  Retained
Proffers.  All of the Existing Proffers other than the CFC
Assumed Proffers.1

      


      N.           Mortgage.    Any
mortgage, deed of trust or other security instrument recorded among the Land
Records of Loudoun County, Virginia, creating an interest in or affecting title
to all or any part of the DTC Project, and any and all renewals, modifications,
consolidations, or extensions of any such instrument.

      


      O.           Mortgagee.  An
institutional lender (one or more commercial or savings banks, savings and loan
associations, trust companies, credit unions, industrial loan associations,
insurance companies, pension funds or business trusts, including but not limited
to real estate investment trusts, any other lender regularly engaged in
financing the purchase, construction, or improvement of real estate, or any
assignee of loans made by such lender, or any combination of any of the
foregoing entities) that is the holder or beneficiary of a
Mortgage.

      


      P.           Owner.  The
Person(s) who from time to time is (are) the owner(s) of fee simple title to a
Parcel and a Mortgagee in possession of a Parcel during the period of the
Mortgagee’s actual possession, but the term Owner shall not include a Mortgagee
or any other Person who holds only a lien or security interest in a Parcel as
security for the performance of an obligation unless and until such Mortgagee or
other Person shall have either acquired record 

      ____________________

      
        
          	
                  1

                	
                  If
      the Pending Rezoning (as defined in the Purchase Agreement) is approved
      before the closing under the Purchase Agreement, the term “DTC Retained
      Proffers” should be revised to read as follows:  “All of the
      Existing Proffers (other than the CFC Assumed Proffers) and all Proffers,
      development conditions or similar requirements associated with ZMAP
      _____-______ approved by the Loudoun County Board of Supervisors on
      ___________, ____, a copy of which is attached hereto as Exhibit C-1 and
      incorporated herein by reference.”

                


        

         

      

      
        
          
          

        

        
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      legal
title to the Parcel through foreclosure or any proceeding in lieu thereof or
entered into actual possession of the Parcel nor shall the term Owner include
the County as the owner of any land dedicated to the County for public
roads.

       

      N.           Parcels.  The
CFC Parcel and the DTC Parcel(s).

      


      O.           Pending
Rezoning.  DTC’s application to rezone all or a part of the DTC
Retained Property filed with the Board of Supervisors of Loudoun County,
Virginia, on _________ [insert other identifying information]2

      


      P.           Person.                         An
individual, corporation, trust, association, unincorporated association, estate,
partnership, joint venture, limited liability company or other legal entity,
including a governmental entity.

             

      Q.           Proffers.  Any
and all proffers, special exception conditions, impact fees or other development
exactions associated with the DTC Project, including, without limitation, the
Existing Proffers.

       

      2.           Performance of Proffer
Obligations.  The CFC Parcel Owner shall be responsible, at its
sole cost and expense, for the performance of the CFC Assumed Proffers,
including the payment and performance of all costs, expenses, assessments and
agreements relating to the CFC Assumed Proffers, as and when required by the
County (including any performance required so as not to impact or delay
development by the DTC Parcel(s) Owner of buildings and other improvements on
the DTC Parcels).  The DTC Parcel(s) Owner shall be responsible, at
its sole cost and expense, for the performance of the DTC Retained Proffers,
including the payment and performance of all costs, expenses, assessments and
agreements relating to the DTC Retained Proffers, as and when required by the
County (including any performance required so as not to impact or delay
development by the CFC Parcel Owner of buildings and other improvements on the
CFC Parcel).

      


      3.           Cooperation in Future
Rezoning.

      


      (a)           The
CFC Parcel Owner agrees to cooperate with the DTC Parcel(s) Owner in obtaining
the approval of the Board of Supervisors of the County of the Pending Rezoning,
provided the Pending Rezoning does not impose any monetary obligations or other
material conditions or development restrictions on the CFC Parcel, other than
those limiting the CFC Parcel to development of PD-OP uses under the 1993 Zoning
Ordinance of Loudoun County, Virginia, with buildings and other improvements
with a maximum gross floor area of 450,000 square feet and those identified as
obligations imposed on the CFC Parcel in this Agreement.  The DTC
Parcel(s) Owner agree(s) that the Pending Rezoning shall not restrict the
ability of the CFC Parcel Owner to develop the CFC Parcel for CFC’s Intended
Use.3

      __________________

        
          	
                  1

                	
                  Delete if Pending Rezoning is
      approved before the closing under the Purchase
      Agreement.

                


        

         

        
          	
                  2

                	
                  Delete if Pending Rezoning is
      approved before the closing under the Purchase
      Agreement.

                


        

         

        
          
            
              
              

            

            
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      (b)           Except
for the restriction contained in Section 7 hereof, this Agreement shall not
preclude the CFC Parcel Owner from pursuing a subsequent amendment to the
rezoning applicable to the CFC Parcel, including, but not limited to, increasing
the gross floor area or FAR applicable to the CFC Parcel, provided such
subsequent rezoning does not decrease the density of development otherwise
permitted on the DTC Parcels or, without the consent of the DTC Parcel(s) Owner,
cause the DTC Parcels to be subject to any Proffers other than the Existing
Proffers.

      


      (c)           This
Agreement shall not preclude the DTC Parcel(s) Owner from pursuing a subsequent
amendment to the zoning applicable to the DTC Project (excluding the CFC
Parcel), including, but not limited to, increasing the density of development of
buildings and other improvements on the DTC Parcels, provided such subsequent
rezoning does not decrease the density of development otherwise permitted on the
CFC Parcel or, without the consent of the CFC Parcel Owner, cause the CFC Parcel
to be subject to any Proffers other than the CFC Assumed Proffers.

      


      4.           Changes to
Proffers.  The DTC Parcel(s) Owner shall not make any changes
to the DTC Retained Proffers that have a material adverse effect on the CFC
Assumed Proffers.  The CFC Parcel Owner shall not make any changes to
the CFC Assumed Proffers that have a material adverse effect on the DTC Retained
Proffers.

       

      5.           Property
Exchange.

       

      (a)           If
within five (5) years after the Effective Date, the County approves the Pending
Rezoning, or another rezoning of the DTC Project (including the CFC Parcel) that
permits the elimination of the extension of Century Boulevard over the CFC
Parcel as shown on Exhibit D, the CFC
Parcel(s) Owner shall have the right, by delivering notice to the DTC Parcel(s)
Owner who owns the part of the Option 1 Parcel (as shown on Exhibit D) not
included in the Option 2 Parcel (the “DTC Parcel 1
Owner”) within sixty (60) days after such approval becomes final (with
time being of the essence), to require the DTC Parcel 1 Owner to join with the
CFC Parcel(s) Owner in effecting the boundary line adjustment and the exchange
transactions described in Section 5(b) below.  The DTC Parcel 1 Owner
agrees to give the CFC Parcel(s) Owner written notice of the approval of such a
rezoning and the commencement of the sixty (60) day period.

       

      (b)           If
the CFC Parcel(s) Owner timely delivers to the DTC Parcel 1 Owner the notice
referred to in Section 5(a) above, the CFC Parcel Owner at its sole cost and
expense, shall promptly cause its civil engineers to prepare a boundary line
adjustment plat that, when approved by the County, will permit the DTC Parcel 1
Owner to convey the part of the Option 1 Parcel (as shown on Exhibit D) not
included in the Option 2 Parcel to the CFC Parcel Owner and will permit the CFC
Parcel Owner to convey the part of the Option 2 Parcel (as shown on Exhibit D) not
included in the Option 1 Parcel to the 

      _______________________

      Continued from previous page

       

      
        
          
          

        

        
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      DTC Parcel 1 Owner so that, immediately after the exchange, the CFC
Parcel(s) Owner will be the sole owner of the Option 1 Parcel and the DTC Parcel
1 Owner will be the sole owner of that portion of the Option 2 Parcel that, on
the Effective Date, is not a part of the Option 1 Parcel.  The DTC
Parcel 1 Owner shall have the right to approve the boundary line adjustment
plat, but agrees that its approval will not be unreasonably withheld, delayed or
conditioned.  Promptly after the boundary line adjustment plat (in the
form approved by the DTC Parcel 1 Owner) is approved by the County, the DTC
Parcel 1 Owner and the CFC Parcel(s) Owner shall complete the exchange by the
delivery of special warranty deeds. Each party (the “Grantor”) shall transfer
and convey to the other party (the “Grantee) good and marketable title to the
land to be conveyed by the Grantor, free and clear of all liens, encumbrances,
easements, rights-of-way, covenants, conditions and other matters affecting
title other than Permitted Title Exceptions.  For purposes of this
Section 5, “Permitted Title Exceptions” means (i) easements, right-of-way,
covenants and conditions existing on the Effective Date or created on or after
the Effective Date pursuant to this Agreement or any other agreement between the
parties, and (ii) customary easements associated with the permitted development
of buildings and other improvements on the CFC Parcel and any tree preservation
easements contemplated as part of the Pending Rezoning granted or created after
the Effective Date, none of which has a material adverse effect on the
development of buildings and other improvements on the land owned by the Grantee
or imposes any monetary obligation on the Grantee. Each party shall pay the
Virginia grantor’s tax with respect to the deed in which it is the grantor and
all other transfer taxes and recording expenses with respect to the deed in
which it is the grantee.  The parties shall not prorate or adjust
current real estate taxes with respect to the land being
exchanged.  All obligations created by this Agreement, including the
restrictions in Section 7, shall be binding on the Option 1 Parcel after the
consummation of the exchange.

       

      (c)           Each
party agrees that, before it grants or creates any easement, right-of-way,
covenant or condition affecting or burdening all or any part of the real
property to be conveyed by such party to the other party pursuant to Section
5(a), it will deliver a copy of the proposed instrument granting or creating
such easement, right-of-way, covenant or condition to the other party and give
the other party a period of not less than fifteen (15) days in which to provide
written comments on the form and substance of the proposed
instrument.

       

      (d)           Section
5(a) shall not apply unless, at the time the CFC Parcel(s) Owner delivers the
notice referred to in Section 5(a), the CFC Parcel is owned by CFC, by an
Affiliate of CFC or by CFC and one or more of its Affiliates.

       

      6.           Dulles Town Center Community
Development Authority Assessment.  The Owners hereby also
covenant and declare, on behalf of themselves and their respective successors
and assigns, that from and after the Effective Date, the CFC Parcel and the DTC
Parcel(s) shall be held, con­veyed, acquired and developed subject to the
following terms and pro­vi­sions:

      


      The DTC
Project is subject to the lien of the assessment associated with the Dulles Town
Center Community Development Authority ("CDA").  The
assessment lien 

       

      
        
          
          

        

        
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      applicable to the DTC Project is based on the potential for the CDA
to issue bonds up to the aggregate principal amount of FIFTY MILLION AND NO/100
DOLLARS ($50,000,000.00), while the annual installment is based on the aggregate
principal amount of bonds issued and outstanding on May 2, 2008, which is
THIRTY-SIX MILLION FIVE HUNDRED SIXTY THOUSAND AND NO/100 DOLLARS
($36,560,000.00) [NOTE:  THIS AMOUNT TO BE
REDUCED TO REFLECT BOND REPAYMENTS] (the “Existing
Bonds”).  The DTC Parcel(s) Owner agrees that the maximum
liability of the CFC Parcel Owner for the assessment lien or annual
installments, or both, shall always be based on the aggregate principal amount
of the Existing Bonds (as the same is projected to be reduced based on regularly
scheduled principal payments) and the payment schedule associated with the
Existing Bonds.  If there is an increase in the principal amount of,
or a refinancing or refunding of, the Existing Bonds, the liability of the CFC
Parcel Owner shall be based on the aggregate principal amount of the Existing
Bonds (as the same is projected to be reduced based on regularly scheduled
principal payments) and the DTC Parcel(s) Owner shall be responsible for any
increase in either the assessment lien or the annual installment, or
both,  associated with any increase in the aggregate principal amount
of, or any refunding or/refinancing of, the Existing Bonds.  If there
is a refunding or refinance of the Existing Bonds (without any increase in the
term of the Existing Bonds) that reduces the annual installment, the CFC Parcel
Owner shall be entitled to the benefit of such lesser annual installment unless
the CFC Parcel Owner has previously prepaid the assessment lien applicable to
the CFC Parcel.


      7.           Restrictions on Development
of and Rezoning of CFC Parcel.

      


      (a)           The
CFC Parcel(s) Owner agrees that it will not develop or construct on the CFC
Parcel buildings or other improvements containing more than 450,000 square feet
of PD-OP uses, except as follows:

      


      (1)           during
the period beginning on the Effective Date and ending on the twentieth (20th)
anniversary of the Effective Date, unless the CFC Parcel is rezoned to permit a
density of development greater than 450,000 square feet of office space and the
buildings or other improvements consist of one or more additional office
buildings that will be occupied solely by CFC or one or more of its Affiliates;
or

      


      (2)           after
the twentieth (20th)
anniversary of the Effective Date, unless the CFC Parcel is rezoned to permit a
density of development greater than 450,000 square feet of office
space.

      


      (b)           The
CFC Parcel Owner agrees that, during the period beginning on the Effective Date
and ending on the twentieth (20th)
anniversary of the Effective Date, it will not cause or permit the CFC Parcel to
be rezoned to permit a density of development greater than 450,000 square feet
of office space, unless the increased density of development is for the purpose
of constructing one or more additional office buildings on the CFC Parcel that
will be occupied solely by the CFC Parcel Owner or one or more of its
Affiliates.

      


      
        
          
          

        

        
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      (c)           During
the term, including renewal options, of the Lease Agreement dated September 6,
2005, by and between Dulles Town Center Mall, LLC, a Virginia limited liability
company, as Landlord, and L.A. Fitness International, LLC, a California limited
liability company, as Tenant (the “LA Fitness
Lease”), so long as Tenant is open and operating in the entire Premises
(as defined in the LA Fitness Lease) consistent with the requirements of the LA
Fitness Lease for the Permitted Use (as defined in the LA Fitness Lease), no
portion of the CFC Parcel shall be used for the operation of a full service
health club and fitness facility engaged in the sale of memberships to the
general public (including, without limitation, weight and aerobic training,
racquetball, basketball, swimming pool, sauna and whirlpool facilities and
aerobic, free weights, spinning and boxing programs, karate, boxing,
cardiovascular and jazzercise operations, and personal
training).


      
        
          
              FRXLIB-543742.7-JGKELLY

          

           


        

        
          -8-

          
            

          

        

        
           


        

      

      


      8.           Cooperation in Future
Development.

      


      (a)           Subject
to the limitations in Section 3, the CFC Parcel Owner shall cooperate with the
DTC Parcel(s) Owner in connection with the future development of buildings and
other improvements on the DTC Parcel(s) and shall grant to the DTC Parcel(s)
Owner any necessary easements and make any required dedications and join in any
applications, including rezoning applications, that the DTC Parcel(s) Owner
desires in connection with the development of buildings and other improvements
on the DTC Parcel(s), provided any such cooperation does not have a material
adverse impact to the development of buildings and other improvements on the CFC
Parcel permitted by this Agreement or applicable law or increase the cost of
construction of such buildings or other improvements, unless the DTC Parcel(s)
Owner agrees to pay, or reimburse the CFC Parcel Owner for, such additional
costs.

      


       

      (b)           Subject
to the limitations in Section 3 and Section 7, the DTC Parcel(s) Owner shall
cooperate with the CFC Parcel Owner in connection with the future development of
buildings and other improvements on the CFC Parcel and shall grant to the CFC
Parcel Owner any necessary easements and make any required dedications and join
in any applications, including rezoning applications, that the CFC Parcel Owner
desires in connection with the development of buildings and other improvements
on the CFC Parcel, provided any such cooperation does not have a material
adverse impact to the development of buildings and other improvements on the DTC
Parcel(s) permitted by this Agreement or applicable law or increase the cost of
construction of such buildings or other improvements, unless the CFC Parcel
Owner agrees to pay, or reimburse the DTC Parcel(s) Owner for, such additional
costs.

      


      9.           DTC Parcel(s) Owner’s
Indemnity.  The DTC Parcel(s) Owner shall indemnify, defend and
hold harmless the CFC Parcel Owner from and against all loss, cost, liability,
damage, judgments, and causes of action (including reasonable attorneys’ fees
and court costs) arising from the failure of the DTC Parcel(s) Owner to perform
its obligations under Section 2 hereof.

      


      10.           CFC Parcel Owner’s
Indemnity.  The CFC Parcel Owner shall indemnify, defend and
hold harmless the DTC Parcel(s) Owner from and against all loss, cost,
liability, damage, judgments, and causes of action (including reasonable
attorneys’ fees and court costs) arising from the failure of the CFC Parcel
Owner to perform its obligations under Section 2 hereof.

      


      11.           Cure
Rights.  If an Owner fails to timely perform its obligations
under this Agreement (the “Defaulting
Owner”), the other Owner (the “Non-defaulting
Owner”) shall have the right, but not the obligation, subject to the
conditions and the notice provisions set forth below: (i) to enter upon the land
of the Defaulting Party to perform the Defaulting Party's obligations under this
Agreement as may be deemed neces­sary by Non-Defaulting Party in its
reasonable discretion; and (ii) to pay or perform the Defaulting Owner’s
obligations.  Before the Non-defaulting Owner exercises its rights
pursuant to the first sentence, the Non-defaulting Owner shall deliver written
notice to the Defaulting Owner specifying the default with 

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

      reasonable specificity ("Default
Notice").  If the Defaulting Owner fails to cure its default
within thirty (30)  days after receipt of the Default Notice (or, if
the default is capable of being cured, but cannot be cured within such thirty
(30)  day period, if the Defaulting Owner does not commence to cure
the default within said thirty (30) day period and thereafter diligently
prosecute a cure of the same to completion within a reasonable time), then the
Non-defaulting Owner shall be entitled to exercise its cure rights hereunder;
provided, however, that in the case of an emergency (including, without
limitation, if the Defaulting Owner's failure to perform an obligation under
this Agreement results in the County threatening to withhold or actually
withholding building, occupancy or other permits for the DTC Parcel(s) or the
CFC Parcel, as the case may be), then the Non-defaulting Owner shall be entitled
to exercise its cure rights contained herein within five (5) Business Days after
delivery of the Default Notice.  If the Non-defaulting Owner elects to
exercise its cure rights hereunder, then the Defaulting Owner shall pay to the
Non-defaulting Owner all reasonable sums expended by the Non-defaulting Owner in
connection with the actions taken by the Non-defaulting Owner hereunder within
ten (10) Business Days after receipt by the Defaulting Owner from the
Non-defaulting Owner of a written demand for payment.  Any monies not
paid by the Defaulting Owner to the Non-defaulting Owner within the ten (10)
Business Day period shall thereafter accrue interest at the rate of ten percent
(10%) per annum (prorated on a per diem basis) commencing on the first day
following the expiration of such ten (10) Business Day period and ending on the
date that such sum, together with all accrued interest thereon, is received by
the Non-defaulting Owner and shall constitute a lien on the Defaulting Owner’s
property.  The remedies provided herein shall be in addition to any
other remedies afforded to the Non-defaulting Owner in this Agreement or at law
or in equity and not in lieu thereof.  The Defaulting Owner hereby
grants to the Non-defaulting Owner all necessary easements and rights-of-way
over the Defaulting Owner’s land to permit the Non-defaulting Owner to exercise
its non-monetary cure rights hereunder including the right to use adjoining
property during the periods of actual construction or
maintenance.  Any action by an Owner taken pursuant to this Section 11
shall be taken at such times and in such manner as to cause the least practical
interference with the business being conducted by the Defaulting Owner or the
Owners of other land encumbered by this Agreement.  Except for any
grossly negligent or willful act or omission, the acting Owner shall not be
liable or in any way responsible for any loss, inconvenience, annoyance or
damage resulting to the Defaulting Owner or anyone holding under the Defaulting
Owner for any action taken pursuant to this Section 11.

       

      12.           Injunctive
Relief.  In the event of any violation or threatened violation
by any Owner of any of the terms, restrictions, covenants and conditions of this
Agreement (whether affirmative or negative in nature), an Owner shall, in
addition to such other rights or remedies permitted in this Agreement or at law
or in equity, have the right to enjoin such violation or threatened violation by
action or suit brought in a court of competent jurisdiction.  Except
in the case of an emergency, each Owner shall give at least five (5) Business
Days written notice of such violation to the other Owner responsible therefor
before commencing an action or suit to enjoin a violation or threatened
violation of this Agreement.

      


      13.           Attorneys'
Fees.  In the event an Owner shall institute any action or
proceeding against any other Owner relating to the provisions of this Agreement,
or any default hereunder, then, and in that event, the unsuccessful litigant in
such action or proceeding shall reimburse the 

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

      successful
litigant therein for the reasonable expenses of attorneys' fees and
disbursements incurred therein by the successful litigant.

      


      14.           No
Waiver.  No act or thing done or performed by an Owner pursuant
to this Agreement and no omission to act pursuant to this Agreement shall be
construed as a waiver of any default by the Defaulting Owner or as a waiver of
any covenant, term or condition herein contained or of the performance
thereof.

      


      15.           
Lender’s
Consent.  So long as the land owned by a Defaulting Owner
remains encumbered by a Mortgage of which Non-defaulting Owner is provided
written notice, the Non-defaulting Owner will mail or deliver to the Defaulting
Owner’s Mortgagee, at the address provided to the Non-defaulting Owner and in
the manner provided in Section 22, copies of all notices of default permitted or
required to be given by the Non-defaulting Owner under and pursuant to the terms
and provisions of this Agreement.  At any time before the
Non-defaulting Owner performs construction, maintenance, installation, repair or
replacement work pursuant to Section 11 because of any default of the Defaulting
Owner, or within the time permitted the Defaulting Owner for curing any default
under this Agreement as provided therein, the Defaulting Owner’s Mortgagee may,
but shall have no obligation to, cure such defaults of the Defaulting
Owner.  Notwithstanding the foregoing, the Non-defaulting Owner shall
incur no liability for failure to provide copies of such notices to the
Defaulting Owner’s Mortgagee.

      


      16.           Mortgages to be
Subordinate.  Each Mortgagee under a Mortgage that is recorded
among the Land Records after the recordation of this Agreement shall be deemed
to have agreed that the lien of its Mortgage shall be subject and subordinate to
the easements, covenants and other rights and obligations created and
established by this Agreement.  Each such Mortgagee agree that the
sale of the land or any interest therein encumbered by its Mortgage pursuant to
a foreclosure thereof shall not extinguish or otherwise adversely affect any of
the easements, covenants or other rights and obligations on or with respect to
such land created and established by this Agreement.

      


      17.           Governing Law,
Severability.  If any term, covenant or condition of this
Agreement shall be invalid or unenforceable, the remainder of this Agreement, or
the application of such term or provision to circumstances other than those to
which it is held to be invalid or unenforceable, shall not be affected thereby
and each term, covenant, condition and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.  This
Agreement and the performance hereof shall be governed by the laws of the
Commonwealth of Virginia.

      


      18.           Not
Partners.  This Agreement shall not be deemed to constitute any
present or future Owner or Mortgagee of any part of the Project as partners or
joint venturers.

      


      19.           Exhibits.  The
exhibits mentioned herein are hereby incorporated herein by reference and made a
part hereof as fully as if set forth in full herein.

      


      20.           Covenants Running With the
Land.  All the easements, covenants, conditions and agreements
contained in this Agreement shall be covenants running with the land and shall
be 

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

      binding
upon and inure to the benefit of any and all present and future Owners of DTC
Parcel(s) and the CFC Parcel(s) and their respective heirs, successors,
administrators and assigns, except as otherwise provided in the next
sentence.  So long as DTC retains ownership of a portion of the DTC
Parcel(s) with an assessed value for real estate tax purposes of at least
$20,000,000, if a separate DTC Parcel is conveyed to another Person, the
grantee, and its heirs, successors, administrators and assigns, shall only be
obligated to perform, and the DTC Parcel conveyed to such Person shall only be
burdened by, those easements, covenants, conditions and agreements contained in
this Agreement that directly relate to or apply to such DTC Parcel and such
Person, as Owner of the DTC Parcel, shall not be obligated to perform any
agreements contained in this Agreement that do not directly relate to apply to
the DTC Parcel.  If a separate CFC Parcel is conveyed to another
Person, the grantee, and its heirs, successors, administrators and assigns,
shall only be obligated to perform, and the CFC  Parcel conveyed to
such Person shall only be burdened by, those easements, covenants, conditions
and agreements contained in this Agreement that directly relate to or apply to
such CFC Parcel and such Person, as Owner of the CFC Parcel, shall not be
obligated to perform any agreements contained in this Agreement that do not
directly relate to apply to the CFC Parcel.  The obligations of
successor Owners are further limited as provided in Section 24.  Upon
any such conveyance of a CFC Parcel, the CFC Parcel Owner may, by an instrument
recorded among the Land Records of Loudoun County, Virginia, allocate the
450,000 square feet of office development permitted on the CFC Parcel by Section
7 on the CFC Parcel between the CFC Parcel being conveyed and the CFC Parcel
being retained by the grantor.  Upon written request from an Owner,
the other Owner(s) agree to execute a partial release from this Agreement, in
recordable form, to be recorded among the Land Records of the County, at the
expense of the requesting Owner(s), evidencing the provisions of this Section 20
to the extent it applies to any Parcel or portion of a Parcel subsequently
conveyed or resubdivided.

      


      21.           Estoppel
Certificates.  At any time and from time to time upon the
request of any Owner or Mortgagee, as the case may be, on or before the date
specified in the request therefor, which date shall not be earlier than thirty
(30) days from the making of such request, the Owner(s) shall execute,
acknowledge and deliver to the party making such request a certificate
evidencing whether or not:

      


      
        	
                 
      

              	
                A.

              	
                this
      Agreement is in full force and
effect;

              


      

      


      
        	
                 
      

              	
                B.

              	
                this
      Agreement has been modified or amended in any
  respect;

              


      

      


      
        	
                 
      

              	
                C.

              	
                there
      are any existing defaults affecting or arising from the DTC Project or the
      portion thereof identified in the request hereunder, to the knowledge of
      the party executing the certificate and specifying the nature of such
      defaults, if any;

              


      

      


      
        	
                 
      

              	
                D.

              	
                there
      are due with respect to the DTC Project or portion thereof identified in
      such request any sums due pursuant to Section 11 of this Agreement;
      and

              


      

      


      
        	
                 
      

              	
                E.

              	
                such
      other information as the requesting party may reasonably
      request.

              


      

      


      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

      Each certificate delivered pursuant to
this Paragraph may be relied on by the Owner requesting the same and any
prospective purchaser or Mortgagee of the requesting Owner.

      


      22.           Notices.  All
notices, requests and other communica­tions under this Agreement shall be in
writing and shall be hand delivered (with signed receipts) or sent by a
nationally recognized overnight delivery service, postage prepaid, to the
following addresses:  (i) if to DTC, to the attention of Arthur
N. Fuccillo, Lerner Enterprises, LLC, 2000 Tower Oaks Boulevard, Eighth Floor,
Rockville, Maryland 20852-4208, Fax: (301) __________, with a copy to
General Counsel, Lerner Enterprises, LLC, 2000 Tower Oaks Boulevard, Eighth
Floor, Rockville, Maryland 20852-4208 (FAX: (301) ___________, or (ii) if to
CFC, Joseph Siekierski, c/o National Rural Utilities Cooperative Finance
Corporation, ______________________, with copies to General Counsel, c/o
National Rural Utilities Cooperative Finance Corporation,
_____________________________ and to Benjamin F. Tompkins, Esquire, c/o Reed
Smith, LLP, 3110 Fairview Park Drive, Suite 1400, Falls Church,
Virginia  22042 or such other Person or address which the DTC
Parcel(s) Owner or the CFC Parcel Owner shall have given upon notice as herein
provided.  All such notices, requests and other communications shall
be deemed to have been sufficiently given for all purposes hereof on the date of
hand delivery or on the day after the date of delivery thereof to the overnight
delivery service.

      


      23.           Amendment. This
Agreement may be amended by a written agreement signed by all Owners and
recorded among the Land Records.  Notwithstanding the foregoing, so
long as any portion of the CFC Parcel or a DTC Parcel is encumbered by a
Mortgage of which the respective Owner has received written notice, this
Agreement shall not be amended or terminated without the prior written consent
of the Mortgagee. The Owner of the Parcel encumbered by such Mortgage will mail
or deliver to the Mortgagee, in the manner provided herein, copies of any
proposals to amend or terminate this Agreement, at least fifteen (15) Business
Days before any action is taken to amend or terminate this
Agreement.  If the Mortgagee does not disapprove the proposal to amend
or terminate this Agreement within fifteen (15) Business Days of such
Mortgagee's receipt of the proposal, then the Mortgagee's consent to the
proposed amendment or termination shall be deemed given with respect to such
proposal.  No Mortgagee's consent shall be required with respect to
the actions of one Owner which may be taken unilaterally without the consent of
the other Owner pursuant to this Agreement (including, without limitation, under
Section 8 hereof).

      


      24.           Release;
Assumption.  The obligations and liabilities of an Owner under
this Agreement shall apply only with respect to the period that such Owner owns
fee simple title to a Parcel.  Upon conveyance by an Owner of all of
its fee simple interest to a Parcel (other than to a Mortgagee as security for a
loan), such Owner shall be relieved of all obligations and liabilities under
this Agreement arising after the date of the conveyance, but such Owner shall
remain liable for all obligations and liabilities which accrued during the
period of its ownership.  Upon the conveyance, the successor,
transferee or assign in ownership or interest of any such party shall
automatically become liable for all obligations arising after the date of the
conveyance, but only during the period of such successors, transferees or
assignees ownership.  Notwithstanding 

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

      anything
herein to the contrary, nothing herein shall be construed to relieve DTC from
any of its obligations to CFC pursuant to the terms of the Purchase
Agreement.

      


      [SIGNATURES
ARE ON THE FOLLOWING PAGE]

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

      


      CFC:

      


      NATIONAL RURAL UTILITIES COOPERATIVE FINANCE
CORPORATION, a District of Columbia cooperative association

      


      


      By:                                                                

      Name:                                                                           

      Title:                                                                           

      Date:                                                                           

      


      


      STATE
OF                                                                

      City/County
of                                                      ,
to wit:

      


      The foregoing instrument was
acknowledged before me this ______ day of __________, 200____, by
___________________, _______________ of NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION, a District of Columbia cooperative association, on behalf
of the corporation.

      


      In
testimony whereof I have affixed my official seal on the date first above
written.

      


      __________________________

      Notary Public

      


      My
Commission Expires: _________________

      


      Notary
Registration Number:_________________

      



      
        
          
            -  -

            FRXLIB-543742.7-JGKELLY

          

           


        

        
          -15-

          
            

          

        

        
           


        

      


      DTC:

      


      DTC PARTNERS,
LLC,

      a
Virginia limited liability company

      


      By Lerner Enterprises, LLC,
its Manager

      


      


      By:                                                      

      Name:                                                                

      Title:  Manager

      


      


      


      


      


      


      COMMONWEALTH
OF VIRGINIA

      City/County
of ______________, to wit:

      


      The foregoing instrument was
acknowledged before me this ______ day of __________, 200___, by
___________________, a Manager of LERNER ENTERPRISES, LLC, the Manager of DTC
PARTNERS, LLC, a Virginia limited liability company, on behalf of the
company.

      


      In
testimony whereof I have affixed my official seal on the date first above
written.

      


      


      __________________________

      Notary Public

      


      My
Commission Expires: _________________

      


      Notary
Registration Number:_________________

      



      
        
          
             

            FRXLIB-543742.7-JGKELLY

          

           


        

        
          -16-

          
            

          

        

        
           


        

      


      CONSENT

       

      The
undersigned, Wachovia Bank, National Association, as the holder of the
promissory note secured by, and the beneficiary of, that certain Deed of Trust
and Security Agreement (the “Deed of
Trust”), dated September 19, 1995, to Benjamin F. Williams and Robert M.
Gordon, Trustees, securing First Union National Bank of Virginia, and recorded
in Deed Book 1391, at Page 682, among the Land Records of Loudoun County,
Virginia; corrected by instrument recorded in deed Book 1418, at Page 1277,
among said Land Records; modified by Deed of Appointment of Substitute
Trustee(s) dated September 12, 1997 and recorded in Deed Book 1524, at Page 1322
among said Land Records (removing Benjamin F. Williams and Robert M. Gordon and
Trustees and substituting TRSTE, Inc. as Substitute Trustee); modified by Deed
of Trust Modification Agreement dated September 12, 1997 and recorded in Deed
Book 1524, at Page 1324; modified by Second Deed of Trust Modification Agreement
and Partial Release dated February 19, 1998 and recorded in Deed Book 1553, at
Page 751; modified by Third Deed of trust Modification Agreement dated November
25, 2998 and recorded in Deed Book 2638, at page 2190; corrected by
Reinstatement of and Corrective Amendment to Deed of Trust dated December 17,
2007 and recorded in Deed Book 2071, at Page 1856; and modified by Fifth Deed of
Trust Modification Agreement recorded as Instrument No. 20070710-0051612 among
said Land Records (hereinafter referred to as the “Deed of
Trust”), hereby consents to the foregoing and annexed Proffer Allocation,
Assessment and Exchange Agreement, and agrees that the Proffer Allocation,
Assessment and Exchange Agreement shall have the same force and effect as if it
had been executed and recorded before the execution and recording of the Deed of
Trust.

       

      
        	
                 
      

              	
                Address
      for Notices:WACHOVIA BANK,

              


      

      
        	
                 
      

              	
                NATIONAL
      ASSOCIATION

              


      

       

      


       

      
        	
                 
      

              	
                By:  __________________

              


      

      
        	
                 
      

              	
                Title:
      _________________

              


      

       

      The foregoing instrument was
acknowledged before me this ______ day of __________, 200___, by
___________________, _______________ of Wachovia Bank, National Association, a
national banking association, on behalf of the Bank.

      


      In
testimony whereof I have affixed my official seal on the date first above
written.

      


      __________________________

      Notary Public

      


      My
Commission Expires: _________________

      


      Notary
Registration Number:_________________

      


      


      

        
          
            
               

              FRXLIB-543742.7-JGKELLY

            

             


          

          
            -17-

            
              

            

          

          
             


          

        



      


      EXHIBIT
A

      


      DESCRIPTION
OF CFC PARCEL

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

      EXHIBIT
B

      


      DESCRIPTION
OF DTC PROJECT

      (INCLUSIVE
OF CFC PARCEL)


      
        
          
            -  -

            FRXLIB-543742.7-JGKELLY

          

           


        

        
          -19-

          
            

          

        

        
           


        

      


      EXHIBIT
C

      


      DESCRIPTION
OF PROFFERS

      


      


      Executed Proffer Statement dated
December 1991 for Dulles Town Center by Loudoun-LSJJ Partnership in connection
with Rezoning Application ZMAP 1990-0014, as modified by Letter of Clarification
dated December 16, 1991 addressed to The Honorable Betty W. Tatum, Chairman,
Loudoun County Board of Supervisors, and Lawrence E. Kelly, Esquire, Assistant
County Attorney, County of Loudoun.


      
        
          
            -  -

            FRXLIB-543742.7-JGKELLY

          

           


        

        
          -20-

          
            

          

        

        
           


        

      


      EXHIBIT
C-1

      


      CFC
Assumed Proffers

      


      


      BUYER
SHALL BE RESPONSIBLE FOR OR COMPLY WITH THE FOLLOWING PROFFERS:

      


      
        	
                1.  

              	
                I.
      1, 2 and 3.  As to the CFC Parcel
  only.

              


      

      
        	
                2.  

              	
                II.5.
      As to the CFC Parcel only.

              


      

      
        	
                3.  

              	
                III.6.  As
      to the CFC Parcel only.

              


      

      
        	
                4.  

              	
                IV.7.  As
      to the CFC Parcel and Century Boulevard (as Century Boulevard is shown on
      CPAP __________ prepared by Dewberry dated __________ (the “Century
      Boulevard CPAP”)).

              


      

      


      
        	
                5.  

              	
                V.8,
      9 and 10 as to the CFC Parcel and Century Boulevard as shown on the
      Century Boulevard CPAP.

              


      

      


      
        	
                6.  

              	
                VIII.
      16, 17 and 18.  As to the CFC Parcel only and, as to Proffer 17,
      only to the extent enforced by the
County.

              


      

      


      
        	
                7.  

              	
                IX.
      23 and 23.F, 24, 26, 28.  As to Century Boulevard only as shown
      on the Century Boulevard CPAP.  DTC agrees to make the required
      dedication and grant the required easements for such portion of Century
      Boulevard.  CFC’s obligations with respect to signalization as
      set forth in Proffer 28 shall be limited to the initial installation of a
      signal at Century Boulevard and Atlantic
  Boulevard.

              


      

      


      
        	
                8.  

              	
                X.29.A
      and B, 30.  As to the CFC Parcel and Century Boulevard only as
      shown on the Century Boulevard
CPAP.

              


      

      


      
        	
                9.  

              	
                X1.31.  As
      to the CFC Parcel only.

              


      

      
        	
                10.  

              	
                X11.32.  As
      to the CFC Parcel only.

              


      

      
        	
                11.  

              	
                XVI.38.  As
      to the CFC Parcel only.

              


      

      
        	
                12.  

              	
                XVII.39.  As
      to the CFC Parcel only.

              


      

      DTC SHALL
BE RESPONSIBLE OR COMPLY WITH ALL OF THE PROFFERS EXCEPT THOSE THAT ARE
EXPRESSLY THE RESPONSIBILITY OF CFC AS SET FORTH ABOVE.

      


      IN THE
EVENT THE PENDING ZONING (OR OTHER SUBSEQUENT REZONING) IS APPROVED BY THE
COUNTY, CFC AND DTC AGREE TO COOPERATE IN GOOD FAITH TO MODIFY THIS EXHIBIT C
AND RECORD A MODIFICATION OF THIS AGREEMENT AMONG THE LAND RECORDS OF THE COUNTY
TO ALLOCATE THE 

       

      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

      PARTIES
RESPONSIBILITY WITH RESPECT TO ANY NEW PROFFERS AND ACKNOWLEDGE ANY DELETED
PROFFERS.

      


      NO PARTY
SHALL HAVE ANY OBLIGATION TO PERFORM A PROFFER THAT IS NO LONGER PART OF THE
ZONING APPLICABLE TO THE DTC PROJECT AS A RESULT OF THE COUNTY AMENDING SUCH
PROFFERS.


      
        
          
             

            FRXLIB-543742.7-JGKELLY

          

           


        

        
          -22-

          
            

          

        

        
           


        

      


      EXHIBIT
D

      


      GRAPHIC
SHOWING OPTION 1 AND OPTION 2 PARCELS

      AND
CENTURY BOULEVARD TO BE ELIMINATED

      


      
 


      
        
          
             

            FRXLIB-543742.7-JGKELLY

          

           


        

        
          -23-

          
            

          

        

        
           


        

      



     

     

    [Form of
Access Easement and Storm Water Management Agreement]

    
       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      This
Instrument Was Prepared

      By and Return Original
To:              John
G. Kelly, Esq.

      Reed Smith LLP

      3110 Fairview Park Drive

      Suite 1400

      Falls Church, VA 22042

       

                                                                              Tax Map
Number_______________

                                                                                                                                                                                Consideration:
$10.00



                                            

      EXHIBIT
B

      


      ACCESS
EASEMENT

       

      AND STORMWATER MANAGEMENT
AGREEMENT

       

      THIS ACCESS EASEMENT AND STORMWATER
MANAGEMENT AGREEMENT (this “Agreement”)
is made this ___________ day of _____________, 200_ (the “Effective
Date”), by and between NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION, a District of Columbia cooperative
association (“CFC”), and
DTC PARTNERS,
LLC, a Virginia
limited liability company (“DTC”).  DULLES TOWN CENTER PROPERTY
OWNERS ASSOCIATION, a Virginia nonstock corporation (the “Association”)
joins in the execution of this Agreement for the specific purposes set forth
herein.

       

      RECITALS:

       

      A. Immediately
before the Effective Date, and pursuant to the terms and conditions of that
certain Purchase Agreement between CFC and DTC dated May 2, 2008, as amended
(collectively, the “Purchase
Agreement”), DTC transferred and conveyed to CFC that certain real
property more particularly described on Exhibit A-1 attached
hereto and incorporated herein by reference (the “CFC
Parcel”).  Before the Effective Date, the CFC Parcel was part
of a larger tract of land owned by DTC consisting of approximately 239 acres of
unimproved land located near the intersection of Route 7 and Route 28 in Loudoun
County, Virginia, known as Tax Map 80-102A (GPIN No. ###-##-####) (the “DTC
Parcel”), and which together with those certain parcels containing (i)
42.88 acres known as Tax Map 80((23)) Block 3 (GPIN ###-##-####) and (ii) 7.75
acres known as Tax Map 80((23)) Block 1 (GPIN ###-##-####), comprise the
undeveloped portions of the Dulles Town Center project (the “DTC
Project”).  The DTC Project shall include all of the 554 acres
originally owned by DTC, as successor by name change to Loudoun LSJJ
Partnership.

       

      B. On the
Effective Date, DTC remains the owner of that portion of the DTC Project not
sold to CFC as the CFC Parcel, which is more particularly described on Exhibit A-2 attached
hereto and incorporated herein by reference (the “DTC Retained
Parcel”).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      C. Pursuant
to an integrated plan of development, DTC has (i) has established an
integrated plan for the management of stormwater in the DTC Project (the “Stormwater
Management Plan”), and (ii) created the Association (defined below)
to provide continuing maintenance, operation and ownership of certain areas of
the DTC Project which are of common benefit to the DTC Project, including but
not limited to certain of the stormwater detention facilities.

       

      D. Pursuant
to the Stormwater Management Plan, on the Effective Date a portion of the
stormwater management needs for the DTC Project are being provided by a
storm-water detention facility located on the CFC Parcel (the “Existing
Stormwater Detention Facility”).  As more particularly set
forth in this Agreement, either DTC or CFC shall have the right, subject to the
terms contained herein, to replace or modify the Existing Stormwater Detention
Facility with a new stormwater detention facility (the “New Stormwater
Detention Facility”).  The Existing Stormwater Detention
Facility is located in the area designated as such on Exhibit B and the New
Stormwater Detention Facility may be located within the area depicted on Exhibit B as
“Potential Location of New Stormwater Detention Facility”.

       

      E. DTC and
CFC intend by this Agreement to establish certain restrictions and obligations
to provide for the maintenance, management and operation of the Existing
Stormwater Detention Facility and for the construction, maintenance, management
and operation of the New Stormwater Detention Facility.  DTC and CFC
intend by this Agreement to create and grant stormwater drainage easements and,
in certain instances, to provide for the future grant of stormwater drainage
easements to the County, over portions of the CFC Parcel for the drainage of
stormwater run off into the Existing Stormwater Detention Facility and the New
Stormwater Detention Facility.

       

      F. A small
portion of a public roadway known as Century Boulevard presently exists on the
DTC Retained Parcel.  DTC and CFC intend that Century Boulevard shall
be extended as a four lane median divided public roadway, that a private road
will be extended on the CFC Parcel from the terminus of the Century Boulevard
Extension that will provide shared access for the CFC Parcel Owner and the DTC
Parcel Owner, and that the DTC Parcel Owner may construct private roads
in  certain areas located on the CFC Parcel, as provided in this
Agreement.

       

      NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
obligations contained herein, DTC and CFC hereby declare that the Parcels are,
and shall be, held, transferred, sold, conveyed, occupied and used subject to
the easements, covenants and provisions hereinafter set forth.

       

      Section
1 DEFINITIONS
..

       

      For the
purposes of this Agreement, the following terms shall have the following
meanings:

       

      (a)           “Affiliate”
shall mean, when used with reference to any Person, any Person that, directly or
indirectly through one or more intermediaries controls, is controlled by, or is
under common control with, the specified Person (the term "control" for this
purpose, 

       

      
        
          
          

        

        
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      shall
mean the ability, whether by the ownership of shares or other equity interests,
by contract or otherwise, to elect a majority of the directors of a corporation,
independently to select the managing partner of a partnership or the managing
member of a limited liability company, or otherwise to have the power
independently to remove and then select a majority of those Persons exercising
governing authority over an entity, and control shall be conclusively presumed
in the case of the direct or indirect ownership of 50% or more of the equity
interests).  In the case of CFC, Affiliate shall also mean any member
of CFC and any entity, the accounts of which will be or are consolidated with
those of CFC in its consolidated financial statements.

       

      (b)           “CFC Parcel
Owner” shall mean the Person(s) who is (are) the Owner(s)  of
the CFC Parcel.  On the Effective Date, CFC is the CFC Parcel
Owner.

       

      (c)           “Century Boulevard
CPAP” shall mean the Construction Plans and Profiles for the Century
Boulevard Extension entitled “Century Boulevard” prepared by Dewberry, dated
________, last revised ___________, as approved by Loudoun County (County
reference #______________).

       

      (d)           “Century Boulevard
Extension” shall mean the extension of Century Boulevard as a four lane
median divided roadway on the DTC Retained Parcel in the location indicated on
Exhibit C
attached hereto.

       

      (e)           “County”
shall mean Loudoun County, Virginia.

       

      (f)           “DTC Parcel
Owner” shall mean the Person(s) who is (are) the Owner(s) of the DTC
Retained Parcel.  On the Effective Date, DTC is the DTC Parcel
Owner.

       

      (g)           “Facility”
or “Facilities”
shall mean the Existing Stormwater Management Facilities or the New Stormwater
Management Facilities, or both, as the context may require.   The
location (or potential location) of the Facilities is shown on Exhibit B attached
hereto.

       

      (h)           
“Land
Records” shall mean the Land Records of Loudoun County,
Virginia.

       

      (i)           “Legal
Requirements” shall mean all laws, statutes, ordinances, orders, rules,
regulations and requirements of any board, bureau, commission, department or
body of any municipal, county, state or federal governmental unit or subdivision
thereof, having or acquiring jurisdiction over the Parcels or the use and
improvement thereof, whether now or here-after in force.

       

      (j)           “Mortgage”
shall mean any mortgage, deed of trust or other security instrument recorded
among the Land Records creating an interest in or affecting title to a Parcel,
or any part thereof, and all renewals, modifications, consolidations, or
extensions of any such instrument.  “Mortgagee”
shall mean the holder or beneficiary of any Mortgage.

       

      (k)           “New Stormwater
Detention Facility Completion Date” means the first day on which the New
Stormwater Detention Facility is fully constructed and operational and


      
        
          
          

        

        
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      all
licenses and permits for the operation of the New Stormwater Detention Facility
have been issued in accordance with applicable Legal Requirements.

       

      (l)           “Owner”
shall mean the Person(s) who from time to time is (are) the owner(s) of fee
simple title to a Parcel and a Mortgagee in possession of a Parcel during the
period of the Mortgagee’s actual possession, but the term Owner shall not
include a Mortgagee or any other Person who holds only a lien or security
interest in a Parcel as security for the performance of an obligation unless and
until such Mortgagee or other Person shall have either acquired record legal
title to the Parcel through foreclosure or any proceeding in lieu thereof or
entered into actual possession of the Parcel nor shall the term Owner include
the County as the owner of any land dedicated to the County for public
roads.

       

      (m)           "Parcel" or
"Parcels"
shall mean, initially, the CFC Parcel, the DTC Retained Parcel, or any
combination of one or more, as the context may require, and shall include any
additional lot(s) created as a separate parcel of land out of a Parcel by
boundary line adjustment plat, subdivision waiver plat or plat of subdivision
that is legally capable of being conveyed by deed.

       

      (o)           “Person”
shall mean any natural person, an estate, a trust, a partnership, a corporation
or any other form of business or legal association or entity.

       

      (p)           “POA
Declaration” shall mean the Declaration dated _________ , in which DTC is
the Declarant, recorded among the Land Records.

       

      (q)           “Private Access
Road” shall mean the private road on the CFC Parcel beginning at the
terminus of the Century Boulevard Extension and continuing at the location shown
on Exhibit C
attached hereto, that will provide shared access for the CFC Parcel Owner and
the DTC Parcel Owner.

       

      (r)           “Private Access
Road CPAP” shall mean the Construction Plans and Profiles for the Private
Access Road entitled “Cooperative Way” prepared by Dewberry, dated ________,
last revised ___________, as approved by Loudoun County (County reference
#______________).

       

      (s)           “Seller’s Private
Roads” shall mean the private roads on certain areas of the CFC Parcel
which are designated as such on Exhibit C attached
hereto.

       

      (t)           "Stormwater
Management Facilities" means all stormwater pipes, culverts, drains,
detention, retention and stormwater/BMP facilities, and all appurtenances
thereto, now, or in the future, within the CFC Parcel in the area depicted as
Existing Stormwater Management Facility and New Stormwater Management
Facility.

       

      (u)           “Unavoidable
Delay” shall mean a delay that has the effect of delaying the CFC Parcel
Owner’s performance of an obligation under this Agreement (other than an
obligation to pay a sum of money to the DTC Parcel Owner or any other Person),
but only to the extent that such delay is caused by acts of God, inability to
obtain labor, equipment, supplies or materials, enemy action, civil commotion,
earthquake, flood, fire or other casualty, war, hostilities, invasion,
insurrection, riot, mob violence, malicious mischief, sabotage, strike


      
        
          
          

        

        
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      of any
labor union, lockout or other cause beyond the reasonable control of the CFC
Parcel Owner (not including the CFC Parcel Owner’s insolvency or financial
condition).

       

      Section
2 GRANT OF
EASEMENTS.

       

      (a) Stormwater
Drainage Easements Associated with Existing Stormwater Management
Facility. The CFC Parcel Owner hereby grants and conveys to the DTC
Parcel Owner a nonexclusive, temporary stormwater drainage easement over and
across the CFC Parcel for the benefit of the DTC Retained Parcel (or any other
owner of a lot or parcel located within the larger DTC Project at the request of
the DTC Parcel Owner) for the transmission of stormwater drainage into the
Existing Stormwater Detention Facility.  The temporary stormwater
drainage easement shall become null and void on the New Stormwater Detention
Facility Completion Date.  The DTC Parcel Owner shall have the right
to assign the temporary stormwater drainage easement to the County’s Board of
Supervisors or any other applicable governmental authority.  The CFC
Parcel Owner shall join in and execute any and all stormwater drainage
easement(s), in form and substance acceptable to the County Attorneys Office of
the County, required pursuant to Legal Requirements as a condition to the
approval of a site plan or the issuance of a building permit for improvements to
be constructed in any part of the DTC Project.  The location of the
easements granted or created hereby shall be as set forth on the easement plat
approved by the County and recorded among the Land Records and shall be
generally as set forth on Exhibit D attached
hereto.  At such time as the temporary easements granted hereby become
null and void, either the CFC Parcel Owner or the DTC Parcel Owner shall, if
requested by the other Owner, promptly execute in recordable form appropriate
releases of these easements.

       

      (b) Stormwater
Drainage Easements over the CFC Parcel Associated with New Stormwater Management
Facility.  The CFC Parcel Owner hereby grants and conveys to
the DTC Parcel Owner permanent, nonexclusive, stormwater drainage easements over
and across the CFC Parcel for the benefit of the DTC Retained Parcel (or any
other owner of a lot or parcel located within the larger DTC Project at the
request of the DTC Parcel Owner) for the transmission of stormwater drainage
into the New Stormwater Detention Facility.  The DTC Parcel Owner
shall have the right to assign the permanent stormwater drainage easement to the
County’s Board of Supervisors or any other applicable governmental
authority.  The CFC Parcel Owner shall join in and execute any and all
stormwater drainage easement(s), in form and substance acceptable to the County
Attorneys Office of the County, required pursuant to Legal Requirements as a
condition to the approval of a site plan or the issuance of a building permit
for improvements to be constructed in any part of the DTC
Project.  The exact location of the permanent easements granted or
created hereby shall be as set forth on an easement plat approved by the County
and recorded among the Land Records and shall be generally as set forth on Exhibit
D.

       

      (c) Temporary
Easement for Removal of Existing Stormwater Detention Facility and Construction
of New Stormwater Detention Facility.  For a period of time
commencing upon the Effective Date and terminating upon the fiftieth (50th)
anniversary of the Effective Date, with time being of the essence, the CFC
Parcel Owner grants to the DTC Parcel Owner or its Affiliate, for the benefit of
the DTC Retained Parcel, non-exclusive, temporary construction easements in
gross over and across the CFC Parcel for the 

       

      
        
          
          

        

        
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      removal
of the Existing Storm Water Detention Facility and the construction and
installation of the New Stormwater Detention Facility and associated
appurtenances including, but not limited to, the right of the DTC Parcel Owner,
its agents, contractors and employees to enter upon the CFC Parcel with all
necessary manpower, materials and equipment to the extent reasonably necessary
to accomplish the above-referenced activities.  Such temporary
construction easements shall become effective upon the DTC Parcel Owner’s
delivering written notice to the CFC Parcel Owner electing to construct the New
Stormwater Detention Facility pursuant to Section 3 herein, and such temporary
easements shall be null and void on the New Stormwater Detention Facility
Completion Date.  All stormwater management and appurtenant facilities
including, but not limited to, the New Stormwater Detention Facility, which are
constructed and installed in or on the CFC Parcel shall be and remain the
property of the CFC Parcel Owner unless and until they are required to be
conveyed to the County.  The DTC Parcel Owner shall provide reasonable
prior written notice to the CFC Parcel Owner prior to any entry onto the CFC
Parcel pursuant to this subsection.  Promptly after the DTC Parcel
Owner completes any construction work permitted by this subsection, the DTC
Parcel Owner shall cause the portion of the CFC Parcel immediately adjacent to
the area of construction, if affected by such construction, to be restored to
substantially the same condition, to the extent reasonably practicable, as
existed immediately prior to the DTC Parcel Owner’s entry.

       

      (d) Easements
for Maintenance of Existing Stormwater Detention Facility and New Stormwater
Detention Facility.  The CFC Parcel Owner hereby grants and
conveys to the DTC Parcel Owner and the Association nonexclusive, maintenance
easements over and across the CFC Parcel for the maintenance of the Facilities
and all appurtenances thereto including, but not limited to, the right of the
DTC Parcel Owner and the Association, and their respective agents, contractors
and employees, to enter upon the CFC Parcel with all necessary manpower,
materials and equipment to the extent reasonably necessary for such maintenance
of the Facilities in a safe, attractive and functional manner in compliance with
Legal Requirements.  The easements for maintenance granted by this
subsection shall be exercised (i) so that the least practical inconvenience
possible is caused to the CFC Parcel Owner and so that the operation of the
improvements constructed on the CFC Parcel, if any, are not impaired, and
(ii) except in the case of an emergency creating an imminent danger of
damage to property or injury to person, only after reasonable advance notice has
been given to the CFC Parcel Owner of the exact nature of the work to be
performed and the approximate time required to complete the same, including
coordination with the CFC Parcel Owner with respect to access to any secured
areas on the CFC Parcel.

       

      (e) Easements
for Construction of Century Boulevard Extension and Seller’s Private
Roads.  The DTC Parcel Owner hereby grants and conveys to the
CFC Parcel Owner non-exclusive, temporary construction and maintenance easements
on the DTC Retained Parcel in the areas consistent with the construction shown
on the Century Boulevard CPAP for the construction, installation and maintenance
of the Century Boulevard Extension and associated appurtenances including, but
not limited to, the right of the CFC Parcel Owner, its agents, contractors and
employees, to enter upon the DTC Retained Parcel with all necessary manpower,
materials and equipment to the extent reasonably necessary to accomplish the
above-referenced activities.  The CFC Parcel Owner hereby grants to
the DTC Parcel Owner non-exclusive, temporary construction and permanent
maintenance easements on the CFC Parcel generally in the location shown on Exhibit C for the
construction, installation 

       

      
        
          
          

        

        
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      and
maintenance of the Seller’s Private Roads and associated appurtenances
including, but not limited to, the right of the DTC Parcel Owner, its agents,
contractors and employees, to enter upon the CFC Parcel with all necessary
manpower, materials and equipment to the extent reasonably necessary to
accomplish the above-referenced activities.  The temporary
construction and maintenance easements hereby granted to the CFC Parcel Owner
shall become null and void at such time as the Century Boulevard Extension is
accepted by the Virginia Department of Transportation (“VDOT”) for
public maintenance.  The temporary construction easements hereby
granted to the DTC Parcel Owner shall become null and void as such time as the
Seller’s Private Roads (or an applicable Seller Private Road) is fully
constructed and operational as evidenced by being open to traffic.  In
connection with the construction contemplated herein, the CFC Parcel Owner and
the DTC Parcel Owner each agrees to grant to the other Owner and to the County
such additional temporary construction easements as may be reasonably necessary
upon request.  The CFC Parcel Owner and the DTC Parcel Owner shall
each provide reasonable prior written notice to the Owner of the other Parcel
prior to any entry onto a Parcel pursuant to this
subsection.  Promptly after an Owner completes the construction work
permitted by this subsection on another Owner’s Parcel, the first-mentioned
Owner shall cause the area immediately adjacent to the area of construction, if
affected by such construction, to be restored to substantially the same
condition, to the extent reasonably practicable, as existed immediately prior to
the first-mentioned Owner’s entry.

       

      (f) Ingress/Egress
Easements for Private Access Road and Seller’s  Private
Roads.  The CFC Parcel Owner hereby grants and conveys to the
DTC Parcel Owner a non-exclusive, ingress and egress easement for vehicular and
pedestrian access over and across the Private Access Road and the Seller’s
Private Roads and, promptly after receipt of a written request from the DTC
Parcel Owner, agrees to grant similar easements to the County on the County’s
standard form.

       

      (g) Easements
to Other Owners of DTC Project.  The CFC Parcel Owner shall,
upon receipt of written request from the DTC Parcel Owner, sign and deliver to
any Person who is the owner of any part of the DTC Project not included in the
DTC Retained Parcel an instrument, in recordable form and reasonably
satisfactory to the CFC Parcel Owner, pursuant to which the CFC Parcel Owner
grants to such other Person or the County, or both, the easements described in
either or both of Section 2(a) and Section 2(b) above.

       

      (h) Rule
Against Perpetuities.  If any of the covenants or other
provisions of this Agreement are deemed unlawful, void or voidable for violation
of the rule against perpetuities, as it may exist from time to time under the
laws of the Commonwealth of Virginia, then such covenant or provision shall
continue only until twenty-one (21) years after the death of the last living
survivor of the now living descendants of Elizabeth II, Queen of
England.

       

      (i)           Mortgages.                                The
DTC Parcel Owner and the DTC Parcel Owner each agrees to use commercially
reasonable efforts, and to act in good faith, in attempting to obtain the
consent of the Mortgagee under any Mortgage encumbering its Parcel to any
easements required by this Section 2 to be granted by it to another Owner or the
County.

       

      Section
3 DESIGN
AND CONSTRUCTION OF NEW STORMWATER 

       

      
        
          
          

        

        
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      DETENTION
FACILITY.

       

      (a)           Design.  The Constructing
Owner (as defined in Section 3(b)), at its sole cost and expense, but subject to
reimbursement as set forth in Section 3(c) below, shall design and obtain all
necessary governmental approvals for the New Stormwater Detention
Facility.  The plans and specifications for the New Stormwater
Detention Facility, including the spillway and surrounding landscaping, shall be
submitted to the Non-Constructing Owner (as defined in Section 3(b)) for its
review and approval, together with a certification from the design engineer that
the New Stormwater Detention Facility satisfies all of the current Legal
Requirements for those portions of the DTC Project that are intended to have the
Facility provide its stormwater management and BMP requirements.  The
Non-Constructing Owner agrees that it will not unreasonably withhold or
condition its approval of the design of the New Stormwater Detention
Facility.  The Owners agree that the size of the New Stormwater
Detention Facility on the CFC Parcel shall not exceed what is generally shown on
Exhibit B
attached hereto. The Non-Constructing Owner shall provide its written approval
or disapproval of the plans and specifications within thirty (30) days after
receipt from the Constructing Owner.  If the Non-Constructing Owner
fails to approve or disapprove the plans and specifications within the 30-day
period, it shall be conclusively deemed to have approved the plans and
specifications.  Notwithstanding the foregoing, if the CFC Parcel
Owner is the Non-Constructing Owner, then upon written notice to the DTC Parcel
Owner, the CFC Parcel Owner shall have the right to make certain discretionary
aesthetic upgrades to the plans and specifications (the “Aesthetic
Upgrades”), and upon receipt of such notice, the DTC Parcel Owner shall
promptly revise the plans and specifications to incorporate the Aesthetic
Upgrades.  Additionally, if the DTC Parcel Owner is the
Non-Constructing Owner, the DTC Parcel Owner shall have the right to specify the
portions of the DTC Project that are intended to have the Facility provide its
stormwater management and BMP requirements.

       

      (b)           Construction.  Either the CFC
Parcel Owner or the DTC Parcel Owner shall have the right to construct the New
Stormwater Detention Facility by giving written notice of its intention to do so
to the other Owner not less than ninety (90) days before the planned
commencement of construction.  The Owner who elects to construct is
referred to herein as the “Constructing
Owner” and the other Owner is referred to herein as the “Non-Constructing
Owner”.  The Constructing Owner shall construct the New
Stormwater Detention Facility, at it sole cost and expense but subject to
reimbursement as set forth in Section 3(c) below, in accordance with the
approved plans and specifications and after obtaining all permits required by
Legal Requirements.  The New Stormwater Detention Facility will be
constructed in a good and workmanlike manner and free of
defects.  Except as otherwise provided in the next sentence, the
Existing Stormwater Detention Facility shall not be disturbed until such time as
the New Stormwater Detention Facility has been completed and is serving its
intended purpose, as indicated in a certificate from the design engineer to the
Constructing Owner reasonably acceptable to the Non-Constructing Owner, and all
licenses and permits for the operation of the New Stormwater Detention Facility
have been granted in accordance with applicable Legal
Requirements.  If, in order to construct the New Stormwater Detenetion
Facility, the Existing Stormwater Detention Facility must be disturbed, the
Constructing Owner, at it sole cost and expense but subject to reimbursement as
set forth in Section 3(c) below, shall provide suitable alternative stormwater
management facilities during the period of such disturbance.  If the
DTC Parcel Owner is the Constructing Owner, all 

       

      
        
          
          

        

        
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      reasonable
measures shall be undertaken to minimize any impact of such construction on the
use and operation of improvements located on the CFC Parcel.

       

      (c)           Design
and Construction Costs.  If the Constructing Owner commences
and completes the construction of the New Stormwater Detention Facility within
the period beginning on the Effective Date and ending on the fifteen (15th)
anniversary of the Effective Date (the “Pond Construction
Reimbursement Period”), then the Non-Constructing Owner shall reimburse
the Constructing Owner for a portion of the Constructing Owner’s costs of
designing and constructing the New Stormwater Detention Facility (including any
cost of providing alternative stormwater management facilities contemplated by
Section 3(b)), in accordance with the following provisions:

       

      (i)           the
CFC Parcel Owner shall bear the entire cost of the Aesthetic
Upgrades;

       

      (ii)           the
Non-Constructing Owner’s contribution shall be determined by Dewberry &
Davis (or, if Dewberry & Davis is not then engaged in the practice of civil
engineering or is otherwise unwilling to serve in such capacity, another civil
engineering firm with experience in the design of stormwater management systems
selected by the Constructing Owner and approved by the Non-Constructing Owner,
such approval not to be unreasonably withheld, delayed or conditioned), in
accordance with the following general parameters:

       

      (A)           if
the CFC Parcel Owner is the Constructing Owner,  the DTC Parcel
Owner’s contribution shall be the amount such Facility (exclusive of the cost of
the Aesthetic Upgrades) would have cost the DTC Parcel Owner to design and
construct if the DTC Parcel Owner were to design and construct such Facility
solely to accommodate stormwater runoff from the DTC Retained Parcel and other
property within the larger Dulles Town Center project (whether or not owned by
the DTC Parcel Owner), for which the Facility was intended to provide its
stormwater management needs and to satisfy its BMP requirements.  For
purposes of determining the stormwater runoff and BMP requirements referred to
in the preceding sentence, the CFC Parcel and any property owned by the
Non-Constructing Owner that will not utilize the Facility to satisfy its
stormwater management or BMP requirements shall be excluded; and

       

      (B)           if
the DTC Parcel Owner is the Constructing Owner, the CFC Parcel Owner’s
contribution shall be the amount such Facility (excluding the Aesthetic
Upgrades) would have cost the CFC Parcel Owner to design and construct if the
CFC Parcel Owner were to design and construct such Facility solely to
accommodate the undeveloped areas on the CFC Parcel that are subject to future
development by the CFC Parcel Owner, but excluding any areas on the CFC Parcel
with respect to which the CFC Parcel Owner commits, in an instrument recorded
among the Land Records, that to provide stormwater management and to satisfy BMP
requirements for such area without using the New Stormwater Management
Facility.  For purposes of applying the preceding sentence, there
shall be a rebuttable presumption that any development of improvements on the
CFC Parcel that occurs before the DTC Parcel Owner’s construction of the
Facility 

       

      
        
          
          

        

        
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      would
have provided its own stormwater management and would have satisfied its own BMP
requirements.

       

      If the
Constructing Owner does not substantially complete construction of the New
Stormwater Detention Facility before the end of the Pond Construction
Reimbursement Period (as evidenced by a certificate from an independent engineer
reasonably acceptable to the Non-Constructing Owner and the issuance of all
licenses and permits for the operation of the New Stormwater Detention Facility
in accordance with applicable Legal Requirements), then the Non-Constructing
Owner shall have no obligation to reimburse the Constructing Owner for any
construction and design costs and all such construction and design costs shall
be at the Constructing Owner’s sole cost and expense.  Notwithstanding
anything in the foregoing to the contrary, all costs and expenses related solely
to the Aesthetic Upgrades shall be the sole obligation of the CFC Parcel Owner;
and the CFC Parcel Owner’s right to require such Aesthetic Upgrades, and the DTC
Parcel Owner’s right to be reimbursed for the cost of the Aesthetic Upgrades (if
it is Constructing Owner), shall survive the expiration of the Pond Construction
Reimbursement Period.

       

       (d)           Reimbursement.  All
costs to be reimbursed pursuant to Section 3(c) shall be paid by the
Non-Constructing Owner to the Constructing Owner within thirty (30) days after
the Non-Constructing Owner’s receipt of a written demand for payment, in
reasonably itemized form, accompanied by reasonable documentation (such as bills
or invoices from engineers, contractors and other Persons who provide labor or
materials in connection with the work) substantiating the amount of the
requested reimbursement. Any payment not made when due shall accrue interest at
the rate of twelve percent (12%) per annum, and such payment, interest and the
costs of collection therefor shall be the personal obligation of the
Non-Constructing Owner and shall also be a charge on the land and a continuing
lien upon the Non-Constructing Owner’s Parcel, enforceable at law or in
equity.

       

      Section
4 MAINTENANCE
OF EXISTING STORMWATER DETENTION FACILITY/MAINTENANCE OF NEW STORMWATER
DETENTION FACILITY.

       

      (a) Continued
Existence and Maintenance of Existing Stormwater Detention
Facility.  Until the New Stormwater Detention Facility
Completion Date, except as otherwise provided in the next sentence, no Owner
shall perform any land-disturbing or other activities on the CFC Parcel that
would reduce the capacity of the Existing Stormwater Detention Facility to
provide, or prevent the Existing Stormwater Detention Facility from providing,
the stormwater management capacity and BMP requirements for the Parcels
presently served thereby.  If the Existing Stormwater Detention
Facility must be disturbed before the New Storm Water Detention Facility
Completion Date, the Constructing Owner shall provide suitable alternative
stormwater management facilities during the period of such disturbance that are
approved by the Non-Constructing Owner, such approval not to be unreasonably
withheld, delayed or conditioned.  As provided in the POA Declaration,
the Association shall maintain, the Existing Stormwater Detention Facility in a
safe, operational and attractive manner with no significant reduction in
capacity or function until the removal of such facility from the CFC Parcel and
the construction of the New Stormwater Detention Facility and aesthetically in a
condition commensurate with a first class office project in the 

       

      
        
          
          

        

        
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      Northern
Virginia area.  If the Association fails to maintain the New
Stormwater Detention Facility as required above, the CFC Parcel Owner may, upon
such notice, if any, to DTC and the Association as may be reasonable under the
circumstances, undertake such work as is necessary to bring the Facility into
compliance with the maintenance standards.  The cost to the CFC Parcel
Owner of performing such maintenance shall be paid by the Association within
thirty (30) days after receipt of the CFC Parcel Owner’s written demand for
payment, in reasonably itemized form, accompanied by reasonable documentation
(such as bills or invoices from engineers, contractors and other Persons who
provide labor or materials in connection with the work) substantiating the
amount of the requested reimbursement.

       

      (b) Maintenance
of New Stormwater Detention Facility.  As provided in the POA
Declaration, the Association shall maintain the New Stormwater Detention
Facility in a safe and operational manner and with the capacity contemplated for
such facility in the plans approved therefore, including any Aesthetic
Upgrades.  If the Association fails to maintain the New Stormwater
Detention Facility as required above, the CFC Parcel Owner may, upon such
notice, if any, to DTC and the Association as may be reasonable under the
circumstances, undertake such work as is necessary to bring the Facility into
compliance with the maintenance standards.  The cost to the CFC Parcel
Owner of performing such maintenance shall be paid by the Association within
thirty (30) days after receipt of the CFC Parcel Owner’s written demand for
payment, in reasonably itemized form, accompanied by reasonable documentation
(such as bills or invoices from engineers, contractors and other Persons who
provide labor or materials in connection with the work) substantiating the
amount of the requested reimbursement.

       

      (c) Notice
and Security.  In connection with the foregoing maintenance,
the Association shall provide notice and security coordination to the CFC Parcel
Owner as required pursuant to Section 2(d) herein.

       

      Section
5 CONSTRUCTION
AND MAINTENANCE OF THE CENTURY BOULEVARD EXTENSION, PRIVATE ACCESS ROAD AND
SELLER’S  PRIVATE ROADS.

       

      (a) Construction.  Within
one hundred twenty (120) days after the Effective Date, the CFC Parcel Owner, at
its sole cost and expense, shall commence construction of the Century Boulevard
Extension and the Private Access Road, as evidenced by the commencement of
grading, as a public road.  The Century Boulevard Extension shall be
constructed in accordance with the Century Boulevard CPAP, in compliance with
Legal Requirements and in accordance with the same standards of construction
used by DTC in constructing existing Century Boulevard.  The Private
Access Road shall be constructed in accordance with the Private Access Road CPAP
and in compliance with Legal Requirements.  The CFC Parcel Owner shall
thereafter prosecute the work of constructing the Century Boulevard Extension
and Private Access Road in good faith with diligence and continuity except for
Unavoidable Delays, in accordance with the County-approved plans and
specifications and in compliance with all Legal Requirements.  In
addition, the CFC Parcel Owner, at is sole cost and expense, shall prepare all
applications, file all documents and perform all other work required to permit
the Century Boulevard Extension to be accepted by VDOT for public
maintenance.

       

      
        
          
          

        

        
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      (b) Dedication
of Century Boulevard Extension and Century Boulevard. The DTC Parcel
Owner, at its sole cost and expense, shall dedicate the Century Boulevard
Extension to the County for public use, free and clear of all liens, including
without limitation, conveying the Century Boulevard Extension to the County, and
provide the County with all easements and rights-of-way necessary for the
construction and VDOT acceptance of the Century Boulevard Extension for public
maintenance, in the form required by the County. If the existing zoning for the
DTC Project is not amended, and the DTC Parcel Owner is required to construct
the proposed Century Boulevard (i.e., the portion of Century Boulevard beyond
the terminus of the Century Boulevard Extension as the proposed Century
Boulevard is shown on the Concept Development Plan associated with the
applicable zoning as of the Effective Date of the DTC Project (the “Future Century
Boulevard”), and provided the DTC Parcel Owner has (i) posted the bonds
required under applicable Legal Requirements with respect to the construction of
the Future Century Boulevard and (ii) agreed in writing to construct the Future
Century Boulevard within twelve (12) months after its land dedication, then the
CFC Parcel Owner, upon receipt of written request from the DTC Parcel Owner,
whether before or after the fifth anniversary of the Effective Date, will
dedicate to the County for public use any portion of the Future Century
Boulevard located on the CFC Parcel, and provide the County with all easements
and rights-of-way necessary for VDOT acceptance for public maintenance, in the
form required by the County.

       

      (c) Maintenance
of the Century Boulevard Extension, Private Access Road and Seller’s Private
Roads.  Until acceptance of the Century Boulevard Extension by
VDOT and permanently as to the Private Access Road and Seller’s Private Roads,
the Century Boulevard Extension, the Private Access Road and the Seller’s
Private Roads shall be maintained, including any trails and landscaping, in good
condition for vehicular and pedestrian traffic (including the prompt removal of
any ice, snow or other natural or man-made debris), at all times consistent with
their intended use, including maintaining of the asphalt paving in accordance
with commercially acceptable standards, maintenance of the curbing in good
condition, and causing any irrigation and landscaping to be maintained, all in a
manner consistent with a first class office project in Northern Virginia, as
follows:  (i) the CFC Parcel Owner shall maintain the Century
Boulevard Extension, at its sole cost and expense; (ii) the DTC Parcel Owner
shall maintain the Seller’s Private Roads, at its sole cost and expense; and
(iii) the CFC Parcel Owner shall maintain the Private Access Road, at its sole
cost and expense, but upon the commencement by the DTC Parcel Owner of
construction of the Seller’s Private Roads, the DTC Parcel Owner shall
thereafter reimburse the CFC Parcel Owner in perpetuity for the DTC Parcel
Owner’s pro-rata share of the costs and expenses incurred in maintaining the
Private Access Road, with such pro-ration based on the square footage of the
improvements set forth on County-approved site plans for the portion of the DTC
Retained Parcel using the Private Access Road compared to the square footage of
improvements set forth on County-approved site plans for the CFC
Parcel.  All costs incurred by the CFC Parcel Owner that are subject
to reimbursement for its obligations hereunder shall be reasonable and at market
rates with any reimbursement repaid by the DTC Parcel Owner within thirty (30)
days after receipt of the CFC Parcel Owner’s written demand for payment, in
reasonably itemized form, accompanied by reasonable documentation (such as bills
or invoices from engineers, contractors and other Persons who provide labor or
materials in connection with the work) substantiating the amount of the
requested reimbursement.

       

      
        
          
          

        

        
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      Section
6 RESERVATION
OF RIGHTS.  Each Owner reserves the right to make any use of
such Owner’s Parcel that is not inconsistent with the easements and other rights
granted to another Owner by this Agreement or that does not interfere with the
reasonable use of the easements granted and conveyed to another Owner by this
Agreement, subject, however, to any additional restrictions contained in the
chain of title to such Parcels.

       

      Section
7 INSURANCE.

       

      (a) Insurance
Required.  Each Owner (the “Insuring
Owner”) for the benefit of the other Owner (the “Benefitted
Owner”) shall, at its sole cost and expense, keep and maintain, or cause
to be kept and maintained, a policy or policies of Commercial General Liability
Insurance (or equivalent) insuring against liability for bodily injury, death
and property damage occurring within the Century Boulevard Extension, the
Private Access Roads, the Seller’s Private Roads and the Facilities, with such
policy to afford protection in such amounts as from time to time are carried by
prudent owners of first-class suburban office buildings in the metropolitan
Washington, D.C. area, but not less than Two Million Dollars ($2,000,000)
combined single limit annual aggregate per occurrence for bodily injury, death
and property damage.  The Insuring Owner’s obligations under this
subsection shall begin on the date on which the Century Road Extension is
substantially completed and available for its intended purpose.

       

      (b) Insurance
During Construction.  Beginning on the date on which
an  Owner commences construction (as evidenced by the commencement of
grading) or significant repairs or maintenance on another Owner’s Parcel of
either the Century Road Extension, the Seller’s Private Roads or the Facilities,
and continuing thereafter until all construction is completed (as evidenced by a
certificate of final completion issued by the civil engineer retained by the
Owner to supervise the construction) or the repairs or maintenance are
completed, such Owner (the “Insuring
Owner”) shall, at its sole cost and expense, keep and maintain, or cause
to be kept and maintained, a policy or policies of Commercial General Liability
Insurance (ISO form or equivalent) against liability for bodily injury, death
and property damage occurring within or on the other Owner’s Parcel, with such
policy to afford protection to the limit of at least Two Million Dollars
($2,000,000) combined single limit annual aggregate per occurrence for bodily
injury, death and property damage.

       

      (c) Satisfaction
of Limits of Liability.  All limits of liability required by
this section may be satisfied by maintaining a policy of primary insurance and a
policy or policies of excess liability insurance.

       

      (d) Additional
Insureds.  Each policy of Commercial General Liability
Insurance required by Section 7(a) and Section 7(b) shall name the Insuring
Owner as the named insured and shall name the Benefitted Owner and, if so
requested from time to time by the Benefitted Owner, the Mortgagee of the
Benefitted Owner’s Parcel.

       

      Section
8 INSURANCE
POLICY REQUIREMENTS.

       

      (a) Policy
Requirements.  Each insurance policy required to be obtained
pursuant to Section 7 shall be issued by an insurance company of recognized
responsibility 

       

      
        
          
          

        

        
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      licensed
to do business in the Commonwealth of Virginia which is rated A- or better (and
is in a Financial Category size of Class VII or higher) by Best’s Key Rating
Guide, or which has an equivalent financial rating from a comparable insurance
rating organization, and shall provide (and any certificate evidencing the
existence of each such insurance policy shall certify) that such insurance
policy shall not be canceled or amended (other than to increase the amount of
coverage) unless the Benefitted Owner shall have received thirty (30) days prior
written notice of such cancellation or amendment.  Neither the
issuance of any insurance policy required under this Agreement nor the minimum
limits specified herein with respect to the insurance coverage shall be deemed
to limit or restrict in any way a party’s liability arising under or out of this
Agreement.

       

      (b) Evidence
of Insurance.  Each Insuring Owner shall furnish to the
Benefitted Owner within thirty (30) days after the Insuring owner first becomes
obligated to obtain the insurance and thereafter within ten (10) days before the
scheduled expiration of each such policy, appropriate evidence of the required
insurance under Section 7(a) having been issued by its insurance
carriers.  Any party required to maintain insurance under
Section 7(b) shall furnish to the Owner to be benefitted by such
insurance upon the date on which such party commences any work and thereafter
within ten (10) days before the scheduled expiration of each such policy,
appropriate evidence of the required insurance under
Section 7(b) having been issued by its insurance
carrier.  Such evidence shall include assurances that such policies
shall not be cancelable or subject to reduction of coverage except after thirty
(30) days prior written notice to all parties named as insureds or additional
insureds thereunder.

       

      (c) Use of
Blanket Policies.  The Owners shall have the right to comply
with and to satisfy their obligations under Section 7 by means of any
so-called blanket policy or policies of insurance covering this and other
liability and locations of the Owner obtaining such
insurance.  However, the blanket policy or policies of liability
insurance shall include a provision to the effect that the aggregate limit of
liability shall apply on a per location basis.

       

      (d) Contractual
Liability Insurance.  The Owners agree to keep and maintain as
part of the coverage of its policies of Commercial General Liability Insurance,
contractual liability insurance coverage with respect to its liability to the
other Owner under Section 9 in the same limits required by
Section 7.

       

      Section
9 INDEMNITY.

       

      (a) Indemnification.  Each
Owners (the “Indemnifying
Owner”‘) hereby agrees to indemnify, defend and hold harmless the other
Owner and its officers, directors, agents, employees, partners, managers and
members (collectively, the “Indemnified
Parties”) from and against any and all claims, liabilities, damages,
actions, costs and expenses (including reasonable attorneys' fees and
disbursements) of any kind or character that may be made against or incurred by
the Indemnified Parties as a result of, or arising out of, (i) the death or
bodily injury of any individual or any damage to property caused by the willful
or negligent acts or omissions (where, in the case of an omission to act,
applicable law or this Agreement imposes a duty to act) of the Indemnifying
Owner, its agents, officers or employees or any individuals acting at the
direction or permission of the Indemnifying Owner or whose services


       

      
        
          
          

        

        
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      are
contracted for, by or on behalf of, or for the benefit of, the Indemnifying
Owner, but only to the extent such acts or omissions relate to or arise out of
this Agreement, (ii) the Indemnifying Owner’s failure or refusal to comply
with or abide by Legal Requirements in connection with the performance of work
under this Agreement, (iii) construction undertaken by the Indemnifying
Owner pursuant to this Agreement, or (iv) maintenance undertaken by the
Indemnifying Owner pursuant to this Agreement.  The foregoing
indemnity and hold harmless agreement shall apply to any claim or action brought
by a private party or by a governmental agency or entity under any statute or
case law now or hereinafter in effect.

       

      (b) Limitation
on Damages/Obligation to Defend.  The cross-indemnification
provisions in this Section shall, as respects damages sustained directly by
the Indemnified Owner, as opposed to damages sustained by third parties, be
limited to direct and compensatory damages and shall not include or extend to
consequential or indirect damages; provided, however, that nothing contained in
this sentence shall relieve any Owner from any obligation expressly imposed by
any provision of this Agreement other than this subsection.  The
Indemnifying Owner shall, at its own cost and expense, defend any and all
actions, suits and proceedings which may be brought against the Indemnified
owner with respect to the matters covered by subsection (a) or in which the
Indemnified Owner may be impleaded.  The Indemnifying Owner shall pay,
satisfy and discharge any and all final money judgments which may be recovered
against the Indemnified owner in connection with the foregoing.

       

      (c) Indemnification
for Mechanics’ Liens.   Each Owner, as to activity
undertaken pursuant to this Agreement on another Owner’s Parcel, shall
indemnify, defend and hold harmless the other Owner from and against any
mechanic’s or materialman’s lien and all costs, expenses and liability in
connection therewith, including reasonable attorneys’ fees, arising out of such
activity, and in the event that another Owner’s Parcel shall become subject to
any such lien as a result of such activity, the Owner undertaking such activity
shall promptly cause such lien to be released and discharged of record, either
by paying the indebtedness which gave rise to the lien, or posting such bond or
other security as maybe required by law to obtain such release and discharge, or
if there is no such law, then to obtain a surety bond in favor of the Owner of
the liened Parcel, in an amount not less than One Hundred Twenty-five Percent
(125%) of the amount claimed in such lien.

       

      (d) Limitations
on Duty to Indemnify.  The cross-indemnification provisions in
this Section shall not apply to any liability, damages, costs, claims or
demands which result from, or arise out of, the willful or grossly negligent
acts or omissions (where in the case of an omission to act, applicable law or
this Agreement imposes a duty to act) of the Indemnified Owner.

       

      Section
10 DEFAULT
AND ENFORCEMENT.

       

      (a) No Right
to Rescind.  No breach of this Agreement by an Owner shall
entitle any other Owner to cancel, rescind or otherwise terminate this
Agreement, or any easement granted hereunder, but the foregoing limitation shall
not affect in any manner any other rights or remedies which an Owner may have
under this Agreement or at law or equity by reason of any breach of this
Agreement by the other Owner.

       

      
        
          
          

        

        
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      (b) Separate
and Distinct Parcels.  For the purposes of this Section, the
individual Parcels shall be considered to be separate and distinct and a breach
with respect to one Parcel shall not be considered a breach by any that such
other Parcel irrespective that such other Parcel may be owned, in whole or in
part, or controlled, in whole or in part, by the owner of the breaching
Parcel.

       

      (c) Enforcement.  Any violation or
breach of any restriction or obligation herein contained, which violation or
breach continues for thirty (30) days after notice of such violation or breach
is given, if no emergency exists, or in an emergency situation, immediately or
as soon as appropriate with such notice as is reasonable under the
circumstances, shall give any non-breaching party the right to prosecute a
proceeding at law or in equity against the person or persons who have violated
or breached, or are attempting to violate or breach, any of the provi­sions
of this Agreement, to enjoin or prevent them from doing so, to cause such
violation or breach to be remedied or to recover damages for such violation or
breach.  The delay, omission or failure of any Owner to enforce any
provision of this Agreement shall not be deemed to be a waiver of such Owner's
right to do so thereafter nor of the right to enforce any other
restriction.  Any monetary judgment recoverable hereunder shall
include interest at the rate of 12% per annum from the earlier of the date such
sum should have been paid or the date such judgement is entered until
paid.  No violation, default or breach by any party hereunder shall
result in the termination, extinguishment, divestiture or forfeiture of any
easement granted hereunder.

       

      (d) Right of
Self Help.  If the Owner of a
Parcel responsible for maintenance, construction or restoration hereunder (the
"Defaulting
Owner") fails to perform its obligations in accordance with the
requirements of this Agreement, any other Owner entitled to use the affected
area, as the case may be (the "Nondefaulting 
Owner") shall, except in the event of an emergency threatening human
safety or property, or a condition preventing the use of any easement created by
this Agreement, give notice to the Defaulting Owner of the acts or omissions
complained of, and the Defaulting Owner responsible for such maintenance,
construction or restoration shall then have thirty (30) days to cure the
deficiency or, if the deficiency cannot reasonably be cured within thirty (30)
days, to commence to cure such deficiency and thereafter diligently continue and
conclude such work as may be necessary to cure that deficiency.  If
the Defaulting Owner fails to so cure a deficiency, or in the event of a
condition threatening human safety or property or a condition preventing the use
of any easement created by this Agreement, the Nondefaulting Owner may,
upon such notice, if any, to the Defaulting Owner as may be reasonable under the
circumstances, undertake such work as is necessary to cure that
deficiency.  The cost to the Nondefaulting  Owner of performing
the Defaulting Owner's maintenance or restoration obligations less the share
thereof (if any) to be borne by the  Nondefaulting  Owner (and the
share (if any) of any other  Nondefaulting  Owner) in accordance with
the other provisions of this Agreement shall be paid by the Defaulting Owner
within 30 days after receipt of the  Nondefaulting  Owner's bill
therefore.  Any such bill not paid when due shall be the personal
obligation of such Owner, shall accrue interest at twelve percent (12%) per
annum and shall also be a charge on the land and a continuing lien upon the
Parcel of such Owner, enforceable, at law or in equity, provided such lien shall
be subordinate to any bona fide first lien deed of trust, now or in the future,
encumbering such Parcel without the necessity of any further action by any
party.

       

      
        
          
          

        

        
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      Section
11 COVENANTS
RUNNING WITH THE LAND.  The easements and the other terms and
provisions of this Agreement shall run with the land and be binding upon and
enforceable by the owners of the Parcels, their successors and assigns in title
to the Parcels or to any portion of them.

       

      Section
12 AMENDMENT
AND TERMINATION.  This Agreement may be amended or terminated
only by a written document signed by the Owners of all Parcels benefitted and
burdened hereby with the prior written approval of any noteholder secured by a
first deed of trust on any portion of those Parcels.  Any such
amendment or termination shall become effective only when recorded among the
Land Records.

       

      Section
13 TERMINATION
OF DTC’S EASEMENTS WITH RESPECT TO SELLER’S PRIVATE ROADS AND PRIVATE ACCESS
ROAD UPON PROPERTY EXCHANGE.  Upon the consummation, if ever,
of the Post Closing Property Exchange contemplated by Section 5 of that certain
Proffer Allocation, Assessment and Exchange Agreement recorded immediately prior
to or subsequent hereto (the “Proffer
Allocation Agreement”), as evidenced by the recordation of a deed of
conveyance among the Land Records (with the effect that the CFC Parcel Owner
becomes the sole Owner of  the Option 1 Parcel (as defined in the
Proffer Allocation Agreement) and the DTC Parcel Owner becomes the sole Owner of
the Option 2 Parcel (as defined in the Proffer Allocation Agreement)), then all
easements with respect to the Private Access Road and the Seller’s Private Roads
shall be null and void, and the DTC Parcel Owner shall be released from all
obligation to contribute to the maintenance of the Private Access Road and all
obligation to maintain the Seller’s Private Roads, but if the Seller’s Private
Roads, or either of them, shall have been constructed, the DTC Parcel Owner
shall remove such roads and restore the area to an attractive landscaped
character consistent with the immediately surrounding area.

       

      
        
          
          

        

        
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      Section
14 RELEASE
OF PARCEL UPON FURTHER SUBDIVISION.  All the easements,
covenants, conditions and agreements contained in this Agreement shall be
covenants running with the land and shall be binding upon and inure to the
benefit of any and all present and future Owners and their respective heirs,
successors, administrators and assigns, except as otherwise provided in the next
sentence.  So long as DTC retains ownership of a portion of the DTC
Retained Parcel with an assessed value of at least $20,000,000 net of any liens
secured by such parcel, if a separate portion of the DTC Retained Parcel is
conveyed to another Person, the grantee, and its heirs, successors,
administrators and assigns, shall only be obligated to perform, and the portion
of the DTC Retained Parcel conveyed to such Person shall only be burdened by,
those easements, covenants, conditions and agreements contained in this
Agreement that directly relate to or apply to such portion of the DTC Retained
Parcel and such Person, as Owner of such portion of the DTC Retained Parcel,
shall not be obligated to perform any agreements contained in this Agreement
that do not directly relate to apply to such portion of the DTC Retained
Parcel.  So long as CFC retains ownership of a portion of the CFC
Parcel with an assessed value of at least $20,000,000 net of any liens secured
by such parcel, then if a portion of the CFC Parcel is conveyed to another
Person, the grantee, and its heirs, successors, administrators and assigns,
shall only be obligated to perform, and the portion of the CFC Parcel conveyed
to such Person shall only be burdened by, those easements, covenants, conditions
and agreements contained in this Agreement that directly relate to or apply to
such portion of the CFC Parcel and such Person, as Owner of such portion of the
CFC Parcel, shall not be obligated to perform any agreements contained in this
Agreement that do not directly relate to apply to such portion of the CFC
Parcel.  The obligations of successor Owners are further limited as
provided in Section 15(g). Upon written request from an Owner, the other
Owner(s) agree to execute a partial release from this Agreement in recordable
form, to be recorded among the Land Records at the expense of the requesting
Owner, evidencing the provisions of this Section 14 to the extent it applies to
any Parcel or portion of a Parcel subsequently conveyed or
resubdivided.

       

      Section
15 MISCELLANEOUS.

       

      (a) No
Waiver.  No waiver of any default in the performance of any
term, provision or covenant contained in this Agreement by any Owner shall be
implied from any omission by the other Owner to take any action in response-to
such default if such default continues or is repeated.  No express
waiver of any such default shall affect any default or cover any period of time
other than the default and period of time specified in such express
waiver.  One or more waivers of any such default shall not be deemed
to be a waiver of any subsequent default in the performance of the same term,
provision or covenant or any other term, provision or covenant contained in this
Agreement.

       

      (b) No
Relationship or Principal and Accent.  Neither anything
contained in this Agreement nor any acts of the Owners shall be deemed or
construed by the other Owner or by any third party to create the relationship of
principal and agent or of limited or general partners or of any association
between or among the Owners.

       

      (c) Easements
Benefit Tenants, etc.  Any easement or
right of entry created or established in this Agreement for the benefit of an
Owner shall be for the benefit not only of such Owner but also for the benefit
of any tenants, licensees, invitees, employees, 

       

      
        
          
          

        

        
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      agents
and contractors of such Owner whom such Owner shall permit to use such easement
or right of entry, but no tenant, licensee, invitee, employee, agent or
contractor of such Owner shall have any cause of action or right to enforce the
easements or other rights granted hereunder.

       

      (d) Assignment
of Rights to Lessees and Mortgagees.  The Owner of a Parcel
may, without the necessity of conveying title to such Owner’s Parcel, assign or
otherwise transfer to any tenant of all or any substantial part of such Owner’s
Parcel, or all or any substantial part of the improvements of such Parcel, or to
a Mortgagee of the Owner’s Parcel, all or any of the rights, privileges,
easements and rights of entry, in whole or in part, herein granted to such Owner
(including any right to make any election, to exercise any option or discretion,
to give and receive any notice, to make demands, to be indemnified pursuant to
Section 9, to receive estoppel certificates, to perform any work of
construction or maintenance and to receive any and all moneys payable to such
Owner), and any such tenant may, in turn, assign or otherwise transfer all or
any of such rights, privileges, easements and rights of entry to the Person
secured by a Mortgage encumbering such tenant’s leasehold estate, and any such
tenant or Mortgagee may exercise any such right, privilege, easement and right
of entry so assigned or otherwise transferred to it to the same extent as if, in
each instance, this Agreement specifically granted such right, privilege,
easement or right of entry to such tenant or Mortgagee.  Any first
Mortgagee of a defaulting Owner who is entitled to receive notices hereunder and
who receives a notice of a default hereunder shall have the same opportunity and
right to cure such default as the defaulting Owner may have hereunder, provided,
however, there shall be no obligation on the part of such Mortgagee to cure such
default.  The other Owner shall not be bound to recognize any such
assignment or other transfer, or the exercise of accrual of any rights pursuant
to such assignment or other transfer, until such Owner is given written notice
of such assignment or other transfer.  Such notice shall be
accompanied by a true and correct copy of the instrument effecting such
assignment or other transfer.  To the extent such assignment is merely
a collateral assignment of the rights, privileges, easements and rights of entry
herein given to an Owner, the other Owner shall continue to recognize the
assigning Owner as the Person exercising all of the rights, privileges,
easements and rights of entry herein given to such Owner, except that any
notices given hereunder to such Owner shall also be given to the assignee of
such Owner.  If the instrument effecting such assignment or other
transfer provides that such tenant or Mortgagee shall receive copies of notices
given hereunder to the assignor or transferor, then the Owner who is given
written notice of such assignment or other transfer accompanied by an executed
counterpart of the instrument effecting such assignment or other transfer, and
any successor, personal representative, heir or assign of such Owner, shall
desire or be required to give a notice (as that term is defined in the first
sentence of Section 16) pursuant to this Agreement, and fails to give the
notice to such tenant or Mortgagee, the notice shall be ineffective as to the
tenant or Mortgagee.  However, the failure to give the notice to the
tenant or Mortgagee shall not constitute a default under this
Agreement.  Any such tenant or Mortgagee to whom rights, privileges,
easements or rights of entry are assigned or otherwise transferred pursuant to
this Section shall, within 30 days after written request made by the Owner
of the other Parcel, execute, acknowledge and deliver to such Owner, or to any
existing or prospective purchaser, Mortgagee or lessee designated by such Owner,
an estoppel certificate containing the statements called for in
Section 15(f), except that (1) the statements called for in clauses
(i), (ii), (iii) and (iv) of such Section need be set forth only
to the extent said tenant or Mortgagee has actual knowledge of the information


       

      
        
          
          

        

        
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      required
thereby, (2) the other statements called for in such Section need not
be made by said tenant or Mortgagee, and (3) the words “the Owner executing
such certificate,” wherever the same appear in said
Section 15(f) shall be deemed instead to refer to the tenant or
Mortgagee executing such estoppel certificate.  Notwithstanding the
foregoing, a Mortgagee shall not be required to give such an estoppel
certificate, unless and until it has become a Mortgagee in possession by virtue
of the act of a receiver or trustee appointed by a court of competent
jurisdiction or other similar process.

       

      (e) No
Third-Party Beneficiaries.  Except as herein specifically
provided for successors and assigns, no rights, privileges or immunities of any
Owner shall inure to the benefit of any third party, nor shall any third party
be deemed to be a third-party beneficiary of any of the provisions contained
herein.

       

      (f) Estoppel
Certificates.  Each Owner agrees at any time and from time to
time during the term of this Agreement, within 20 days after written request by
the other Owner (the “Requesting
Party”), to execute, acknowledge and deliver to the Requesting Party or
to any existing or prospective purchaser, Mortgagee, tenant or other Person
designated by the Requesting Party, a certificate stating; (i) that this
Agreement is unmodified and in force and effect or, if there has been a
modification or modifications, that this Agreement is in force and effect, as
modified, and identifying the modifications agreement or agreements;
(ii) whether or not, to the best knowledge of the Owner executing such
certificate, there is any then-existing default by the Requesting Party with
respect to which a notice of default has been given by the Owner executing such
certificate (or whether any other event has occurred which with the giving of
notice by the Owner executing such certificate or the passage of time, or both,
would become a default), and if there is any such default (or other event),
specifying the nature and extent thereof; (iii) whether or not there are
any sums which the Owner executing such certificate is entitled to receive or
demand from the Requesting Party, and if there is any such sum, specifying the
nature and extent thereof; (iv) whether or not the Owner executing such
certificate has given any notice making a demand or claim hereunder against the
Requesting Party which has not yet been discharged or otherwise resolved, and if
so, a copy of any such notice shall be delivered with the certificate;
(v) whether or not the Owner executing such certificate has made any
then-outstanding assignment of rights, privileges, easements or rights of entry
pursuant to Section 15(d) or otherwise, and if so, identifying such
assignment; and (vi) the current address or addresses to which notices
given to the owner executing such certificate should be sent.

       

      (g) Transfer
of Owner’s Interest.  If an original Owner of a Parcel named in
this Agreement, or any successor Owner of a Parcel, conveys or otherwise
disposes of the Parcel, then upon such conveyance or other disposition, all
liabilities and obligations of the Owner under this Agreement which accrue after
such conveyance or disposition shall cease and terminate, and each successor
Owner of the Parcel shall without further agreement be bound by the covenants
and obligations of this Agreement applicable to the Parcel, but only as to
matters arising during the period of the successor Owner’s ownership of the
Parcel.

       

      Section
16 NOTICE.

       

      
        
          
          

        

        
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      (a) Notice
Procedure and Addresses.  All notices, requests and other
communica­tions under this Agreement shall be in writing and shall be hand
delivered (with signed receipts) or sent by a nationally recognized overnight
delivery service, postage prepaid, to the following
addresses:  (i) if to DTC, to the attention of Arthur N.
Fuccillo, Lerner Enterprises, LLC, 2000 Tower Oaks Boulevard, Eighth Floor,
Rockville, Maryland 20852-4208, Fax: (301) 770-0144, with a copy to
General Counsel, Lerner Enterprises, LLC, 2000 Tower Oaks Boulevard, Eighth
Floor, Rockville, Maryland 20852-4208 (FAX: (301)881-2932, or (ii) if to CFC,
Joseph Siekierski, c/o National Rural Utilities Cooperative Finance Corporation,
____________________, ________, Virginia ______ with copies to
Attn:  General Counsel, c/o National Rural Utilities Cooperative
Finance Corporation, ________________, _____________,
Virginia  ___________, and to Benjamin F. Tompkins, Esquire, c/o Reed
Smith, LLP, 3110 Fairview Park Drive, Suite 1400, Falls Church,
Virginia  22042 or such other Person or address which the DTC Parcel
Owner or the CFC Parcel Owner shall have given upon notice as herein
provided.  All such notices, requests and other communications shall
be deemed to have been sufficiently given for all purposes hereof on the date of
hand delivery or on the day after the date of delivery thereof to the overnight
delivery service.

       

      (b) Notice
Legends.

       

      (b)(i)                   Any
notice given hereunder which requires action to be taken by the addressee within
a specified period of time shall contain a reference to the section pursuant to
which notice is given, and a reasonable facsimile of the following legend, in
capital letters:

       

      THIS IS A
NOTICE UNDER SECTION       
OF THE ACCESS EASEMENT AND STORMWATER MANAGEMENT AGREEMENT WHICH REQUIRES ACTION
TO BE TAKEN WITHIN      
DAYS.

       

      (b)(ii)                   Any
notice of a change of ownership of a Parcel or Parcels given hereunder shall
contain a reasonable facsimile of the following legend, in capital
letters:

       

      THIS IS A
NOTICE OF CHANGE OF OWNERSHIP OF PARCEL(S)                      .

       

      (b)(iii) Any
notice which does not contain the appropriate legend shall be ineffective as,
and shall not constitute, “notice” pursuant to this Agreement.

       

      (c)         Change of
Ownership.

       

      (c) (i)                   If
at any time and from time to time any Person shall succeed to the interest or
estate of an Owner, no other Owner shall be required to recognize the change of
ownership unless and until the successor Owner provides notice of the change of
ownership to such Owner in accordance with the requirements of this
Section.

       

      (c)(ii)                   If
at any time and from time to time any Person shall succeed to the interest or
estate of an owner, (a) no notice which purports to have been given by such
Person shall be effective nor shall the Person to whom such notice is addressed
have any obligation to recognize such notice as having been given, unless the
Person to whom such notice is given shall, theretofore or simultaneously
therewith, be given written notice of the 

       

      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

      change of
ownership by which such Person shall have acquired such interest or estate, and
(b) such Person shall not be entitled to receive any notice hereunder, and any
notice given (or deemed to have been given) to the prior owner of such interest
or estate shall be deemed to have been given to such Person, unless and until
the Person giving such notice shall be given written notice of the change of
ownership by which such Person shall have acquired such interest or
estate.

       

      (d)         Delegation
of Right to Give Notice.
Any Owner may delegate its right to give a notice to any Person acting as
its agent (such as a property manager or attorney) and a notice given by the
agent shall constitute “notice” pursuant to this Agreement to the same extent as
if it were given by the Owner directly provided that the notice identifies the
agent’s principal and states that the agent is authorized to act on the
principal’s behalf.

       

      (e)         Cooperation
in Future Development.
  The DTC Parcel Owner and the CFC Parcel Owner confirm their
agreement to cooperate with respect to future development as set forth in
Section 8 of the Proffer Allocation Agreement, which provision is hereby
incorporated herein by reference in all respects.


       


      
        
          
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      IN WITNESS WHEREOF, the Owners
have caused this Agreement to be executed on the date first set forth
above.

       

      CFC:

      


      NATIONAL RURAL UTILITIES COOPERATIVE FINANCE
CORPORATION, a District of Columbia cooperative association

      


      


      By: _________________________                                                               

      Name: _______________________                                                                          

      Title: ________________________                                                                          

      Date: ________________________                                                                          

      


      


      


      


      STATE
OF                                                                

      City/County
of                                                      ,
to wit:

      


      The foregoing instrument was
acknowledged before me this ______ day of __________, 200____, by
___________________, _______________ of NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION, a District of Columbia cooperative association, on behalf
of the corporation.

      


      In
testimony whereof I have affixed my official seal on the date first above
written.

      


      __________________________

      Notary Public

      


      My
Commission Expires: _________________

      


      Notary
Registration Number:_________________

      



      
        
          
             

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      DTC:

      


      DTC PARTNERS,
LLC,

      a
Virginia limited liability company

      


      LERNER ENTERPRISES, LLC,
Manager

      


      


      By: _____________________________                                                               

      Name: ___________________________                                                                          

      Title: ____________________________                                                                          

      Date: ____________________________                                                                          

      


      


      


      


      STATE OF
MARYLAND

      COUNTY OF
MONTGOMERY, to wit:

      


      The foregoing instrument was
acknowledged before me this ______ day of __________, 200___, by
___________________, _______________ of LERNER ENTERPRISES, LLC, Manager of DTC
PARTNERS, LLC, a Virginia limited liability company, on behalf of the
company.

      In
testimony whereof I have affixed my official seal on the date first above
written.

      


      __________________________

      Notary Public

      


      My
Commission Expires: _________________

      


      Notary
Registration Number:_________________


      
        
          
             

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      ASSOCIATION:

      


      The
Association joins into this Agreement for the sole purpose of acknowledging and
agreeing to their obligations pursuant to Section 4 herein.

      


      DULLES
TOWN CENTER PROPERTY OWNERS ASSOCIATION,

      a
Virginia nonstock corporation

      By: _____________________________                                                               

      Name: ___________________________                                                             

      
        Title: ____________________________                                                                          

        Date: ____________________________                                                                          

      

      :                                                                           

      


      


      STATE OF
MARYLAND

      COUNTY OF
MONTGOMERY, to wit:

      The foregoing instrument was
acknowledged before me this ______ day of __________, 200___, by
___________________, _______________ of DULLES TOWN CENTER PROPERTY OWNERS
ASSOCIATION, a Virginia nonstock corporation, on behalf of the
corporation.

      In
testimony whereof I have affixed my official seal on the date first above
written.

      __________________________

      Notary Public

      My
Commission Expires: _________________

      Notary
Registration Number:_________________


      
        
          
             

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      CONSENT

       

      The
undersigned, Wachovia Bank, National Association, as the holder of the
promissory note secured by, and the beneficiary of, that certain Deed of Trust
and Security Agreement (the “Deed of
Trust”), dated September 19, 1995, to Benjamin F. Williams and Robert M.
Gordon, Trustees, securing First Union National Bank of Virginia, and recorded
in Deed Book 1391, at Page 682, among the Land Records of Loudoun County,
Virginia; corrected by instrument recorded in deed Book 1418, at Page 1277,
among said Land Records; modified by Deed of Appointment of Substitute
Trustee(s) dated September 12, 1997 and recorded in Deed Book 1524, at Page 1322
among said Land Records (removing Benjamin F. Williams and Robert M. Gordon and
Trustees and substituting TRSTE, Inc. as Substitute Trustee); modified by Deed
of Trust Modification Agreement dated September 12, 1997 and recorded in Deed
Book 1524, at Page 1324; modified by Second Deed of Trust Modification Agreement
and Partial Release dated February 19, 1998 and recorded in Deed Book 1553, at
Page 751; modified by Third Deed of trust Modification Agreement dated November
25, 2998 and recorded in Deed Book 2638, at page 2190; corrected by
Reinstatement of and Corrective Amendment to Deed of Trust dated December 17,
2007 and recorded in Deed Book 2071, at Page 1856; and modified by Fifth Deed of
Trust Modification Agreement recorded as Instrument No. 20070710-0051612 among
said Land Records (hereinafter referred to as the “Deed of
Trust”), hereby consents to the foregoing and annexed Access Easement and
Storm Water Management Agreement, and agrees that the Access Easement and Storm
Water Management Agreement shall have the same force and effect as if it had
been executed and recorded before the execution and recording of the Deed of
Trust.

       

      
        	
                 
      

              	
                Address
      for Notices:WACHOVIA BANK,

              


      

      
        	
                 
      

              	
                NATIONAL
      ASSOCIATION

              


      

       

      


       

      
        	
                 
      

              	
                By:  __________________

              


      

      
        	
                 
      

              	
                Title:
      _________________

              


      

       

      The foregoing instrument was
acknowledged before me this ______ day of __________, 200___, by
___________________, _______________ of Wachovia Bank, National Association, a
national banking association, on behalf of the Bank.

      


      In
testimony whereof I have affixed my official seal on the date first above
written.

      


      __________________________

      Notary Public

      


      My
Commission Expires: _________________

      


      Notary
Registration Number:_________________



      
        
          
             

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      EXHIBIT
A-1

       

      [Legal Description of CFC
Parcel]

       

      


       


      
        
          
             

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      EXHIBIT
A-2

       

      [Legal Description of DTC
Retained Parcel]

       


      
        
          
             

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      EXHIBIT
B

       

      [Plat Showing Location of
Existing and New Stormwater Detention Facilities]

       

      


       


      
        
          
             

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      EXHIBIT
C

       

      [Plat Showing Location of
Century Boulevard Extension, Private Access Road  and Seller’s Private
Roads]

       


      
        
          
             

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      EXHIBIT
D

       

      [Stormwater Easement Plat
Associated with CFC Site Plan]

       

       

       

      


       

      



      
        
          
             

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          -31-