Exhibit 10.24


 


EXECUTION COPY


 


LOAN AGREEMENT


 


Dated as of December 29, 2004


 


among


 


PRESIDENTS
PARK I LLC,


 


PRESIDENTS
PARK II LLC,


 


PRESIDENTS
PARK III LLC


 


and


 


RKB
WASHINGTON PROPERTY FUND I L.P.


collectively, as Borrower,


 


and


 


ARCHON
FINANCIAL, L.P.


as Lender


 





















 


TABLE OF CONTENTS


 


	
  DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  I

  GENERAL TERMS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
  The Loan

  	
  27

  
	
  Section 1.2.

  	
  The Term

  	
  28

  
	
  Section 1.3.

  	
  Interest and Principal

  	
  28

  
	
  Section 1.4.

  	
  Interest Rate Cap
  Agreements

  	
  30

  
	
  Section 1.5.

  	
  Method and Place of Payment

  	
  30

  
	
  Section 1.6.

  	
  Regulatory Change

  	
  31

  
	
  Section 1.7.

  	
  Taxes

  	
  31

  
	
  Section 1.8.

  	
  Release

  	
  32

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE II

  VOLUNTARY PREPAYMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Voluntary Prepayment

  	
  32

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  III

  ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  Cash Management Account

  	
  33

  
	
  Section 3.2.

  	
  Distributions from Cash
  Management Account

  	
  34

  
	
  Section 3.3.

  	
  Loss Proceeds Account

  	
  36

  
	
  Section 3.4.

  	
  Tax and Insurance Escrow
  Account

  	
  36

  
	
  Section 3.5.

  	
  TI/LC Reserve Account

  	
  36

  
	
  Section 3.9.

  	
  Low DSCR Reserve Account

  	
  36

  
	
  Section 3.10.

  	
  Account Collateral

  	
  37

  
	
  Section 3.10.

  	
  Permitted Investments

  	
  37

  
	
  Section 3.11.

  	
  Bankruptcy

  	
  38

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  IV

  REPRESENTATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
  Organization

  	
  38

  
	
  Section 4.2.

  	
  Authorization

  	
  39

  
	
  Section 4.3.

  	
  No Conflicts

  	
  39

  
	
  Section 4.4.

  	
  Consents

  	
  40

  
	
  Section 4.5.

  	
  Enforceable Obligations

  	
  40

  
	
  Section 4.6.

  	
  No Default

  	
  40

  
	
  Section 4.7.

  	
  Payment of Taxes

  	
  40

  
	
  Section 4.8.

  	
  Compliance with Law

  	
  40

  
	
  Section 4.9.

  	
  ERISA

  	
  40

  
	
  Section 4.10.

  	
  Government Regulation

  	
  41

  



 


i





















 


	
  Section 4.11.

  	
  No Bankruptcy Filing

  	
  41

  
	
  Section 4.12.

  	
  Other Debt

  	
  41

  
	
  Section 4.13.

  	
  Litigation

  	
  41

  
	
  Section 4.14.

  	
  Leases; Material
  Agreements

  	
  41

  
	
  Section 4.15.

  	
  Full and Accurate
  Disclosure

  	
  42

  
	
  Section 4.16.

  	
  Financial Condition

  	
  42

  
	
  Section 4.17.

  	
  Single-Purpose
  Requirements

  	
  42

  
	
  Section 4.18.

  	
  Location of Chief
  Executive Offices

  	
  42

  
	
  Section 4.19.

  	
  Not Foreign Person

  	
  42

  
	
  Section 4.20.

  	
  Labor Matters

  	
  43

  
	
  Section 4.21.

  	
  Title

  	
  43

  
	
  Section 4.22.

  	
  No Encroachments

  	
  44

  
	
  Section 4.23.

  	
  Physical Condition

  	
  44

  
	
  Section 4.24.

  	
  Fraudulent Conveyance

  	
  44

  
	
  Section 4.25.

  	
  Management

  	
  45

  
	
  Section 4.26.

  	
  Condemnation

  	
  45

  
	
  Section 4.27.

  	
  Utilities and Public
  Access

  	
  45

  
	
  Section 4.28.

  	
  Environmental Matters

  	
  45

  
	
  Section 4.29.

  	
  Assessments

  	
  46

  
	
  Section 4.30.

  	
  No Joint Assessment

  	
  46

  
	
  Section 4.31.

  	
  Separate Lots

  	
  46

  
	
  Section 4.32.

  	
  Permits; Certificate of
  Occupancy

  	
  46

  
	
  Section 4.33.

  	
  Flood Zone

  	
  46

  
	
  Section 4.34.

  	
  Security Deposits

  	
  47

  
	
  Section 4.35.

  	
  Acquisition Documents

  	
  47

  
	
  Section 4.36.

  	
  Insurance

  	
  47

  
	
  Section 4.37.

  	
  Intentionally Omitted

  	
  47

  
	
  Section 4.38.

  	
  No Dealings

  	
  47

  
	
  Section 4.39.

  	
  Estoppel Certificates

  	
  47

  
	
  Section 4.39.

  	
  Survival

  	
  47

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  V

  AFFIRMATIVE COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
  Existence

  	
  47

  
	
  Section 5.2.

  	
  Maintenance of Property

  	
  48

  
	
  Section 5.3.

  	
  Compliance with Legal
  Requirements

  	
  48

  
	
  Section 5.4.

  	
  Impositions and Other
  Claims

  	
  48

  
	
  Section 5.5.

  	
  Access to Property

  	
  48

  
	
  Section 5.6.

  	
  Cooperate in Legal
  Proceedings

  	
  48

  
	
  Section 5.7.

  	
  Leases

  	
  49

  
	
  Section 5.8.

  	
  Plan Assets, etc.

  	
  51

  
	
  Section 5.9.

  	
  Further Assurances

  	
  51

  
	
  Section 5.10.

  	
  Management of Collateral

  	
  51

  
	
  Section 5.11.

  	
  Notice of Material Change

  	
  52

  
	
  Section 5.12.

  	
  Annual Financial
  Statements

  	
  52

  
	
  Section 5.13.

  	
  Quarterly Financial
  Statements

  	
  53

  



 


ii





















 


	
  Section 5.14.

  	
  Monthly Financial
  Statements

  	
  53

  
	
  Section 5.15.

  	
  Insurance

  	
  54

  
	
  Section 5.16.

  	
  Casualty and Condemnation

  	
  58

  
	
  Section 5.17.

  	
  Annual Budget

  	
  59

  
	
  Section 5.18.

  	
  General Indemnity

  	
  60

  
	
  Section 5.19.

  	
  RKB Covenants

  	
  60

  
	
  Section 5.20.

  	
  RKB Capital Call

  	
  60

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  VI

  NEGATIVE COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  Liens on the Properties

  	
  60

  
	
  Section 6.2.

  	
  Ownership

  	
  60

  
	
  Section 6.3.

  	
  Transfer

  	
  61

  
	
  Section 6.4.

  	
  Debt

  	
  61

  
	
  Section 6.5.

  	
  Dissolution; Merger or
  Consolidation

  	
  61

  
	
  Section 6.6.

  	
  Change In Business

  	
  61

  
	
  Section 6.7.

  	
  Debt Cancellation

  	
  61

  
	
  Section 6.8.

  	
  Affiliate Transactions

  	
  61

  
	
  Section 6.9.

  	
  Misapplication of Funds

  	
  61

  
	
  Section 6.10.

  	
  Place of Business

  	
  62

  
	
  Section 6.11.

  	
  Modifications and Waivers

  	
  62

  
	
  Section 6.12.

  	
  ERISA

  	
  63

  
	
  Section 6.13.

  	
  Alterations and Expansions

  	
  63

  
	
  Section 6.14.

  	
  Advances and Investments

  	
  63

  
	
  Section 6.15.

  	
  Single-Purpose Entity

  	
  64

  
	
  Section 6.16.

  	
  Zoning and Uses

  	
  64

  
	
  Section 6.17.

  	
  Waste

  	
  64

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  VII

  DEFAULTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
  Event of Default

  	
  64

  
	
  Section 5.21.

  	
  RKB Borrower Net Worth

  	
  67

  
	
  Section 7.2.

  	
  Remedies

  	
  67

  
	
  Section 7.3.

  	
  No Waiver

  	
  68

  
	
  Section 7.4.

  	
  Application of Payments
  after an Event of Default

  	
  68

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  VIII

  CONDITIONS PRECEDENT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
  Conditions Precedent to
  Closing

  	
  69

  
	
  Section 3.2.

  	
  Conditions Precedent to
  TI/LC Advances

  	
  71

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  IX

  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
  Successors

  	
  73

  
	
  Section 9.2.

  	
  GOVERNING LAW

  	
  73

  
	
  Section 9.3.

  	
  Modification, Waiver in
  Writing

  	
  73

  



 


iii





















 


	
  Section 9.4.

  	
  Notices

  	
  74

  
	
  Section 9.5.

  	
  TRIAL BY JURY

  	
  75

  
	
  Section 9.6.

  	
  Headings

  	
  75

  
	
  Section 9.7.

  	
  Assignment and
  Participation

  	
  75

  
	
  Section 9.8.

  	
  Severability

  	
  76

  
	
  Section 9.9.

  	
  Preferences

  	
  77

  
	
  Section 9.10.

  	
  Remedies of Borrower

  	
  77

  
	
  Section 9.11.

  	
  Offsets, Counterclaims and
  Defenses

  	
  77

  
	
  Section 9.12.

  	
  No Joint Venture

  	
  77

  
	
  Section 9.13.

  	
  Conflict; Construction of
  Documents

  	
  77

  
	
  Section 9.14.

  	
  Brokers and Financial
  Advisors

  	
  77

  
	
  Section 9.15.

  	
  Counterparts

  	
  78

  
	
  Section 9.16.

  	
  Estoppel Certificates

  	
  78

  
	
  Section 9.17.

  	
  Payment of Expenses;
  Mortgage Recording Taxes

  	
  78

  
	
  Section 9.18.

  	
  No Third-Party
  Beneficiaries

  	
  78

  
	
  Section 9.19.

  	
  Recourse

  	
  79

  
	
  Section 9.20.

  	
  Right of Set-Off

  	
  81

  
	
  Section 9.21.

  	
  Exculpation of Lender

  	
  82

  
	
  Section 9.22.

  	
  Servicer

  	
  82

  
	
  Section 9.23.

  	
  Prior Agreements

  	
  82

  



 


iv





















 


	
  Exhibits

  
	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Form
  of Tenant Notice

  
	
  B

  	
   

  	
  Form
  of Cash Management Agreement

  
	
  C

  	
   

  	
  Form
  of Interest Rate Cap Opinion

  
	
  D

  	
   

  	
  Form
  of Interest Rate Cap Confirmation

  
	
  E

  	
   

  	
  Form
  of Borrower Request for TI/LC Advance

  
	
  F

  	
   

  	
  Form
  of Distribution Acknowledgment

  
	
  G

  	
   

  	
  Form
  of Assignment of Interest Rate Cap Agreement

  
	
   

  	
   

  	
   

  
	
  Schedules

  
	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Property

  
	
  B

  	
   

  	
  Exception
  Report

  
	
  C

  	
   

  	
  TI/LC
  Thresholds

  
	
  D

  	
   

  	
  RKB
  Subsidiary Loan Documents

  
	
  E

  	
   

  	
  Rent
  Roll

  
	
  F

  	
   

  	
  Material
  Agreements

  
	
  G

  	
   

  	
  Organizational
  Chart

  



 


v





















 


LOAN AGREEMENT


 


This LOAN AGREEMENT (this “Agreement”)
is dated as of December 29, 2004, and is by and among ARCHON FINANCIAL, L.P., a Delaware limited
partnership, (together with its successors and assigns, including any lawful
holder of any portion of the Indebtedness, as hereinafter defined, “Lender”),
as Lender, and PRESIDENTS PARK I LLC, a
Delaware limited liability company (“PP I”), PRESIDENTS PARK II LLC, a Delaware limited liability company (“PP
II”), PRESIDENTS PARK III LLC, a
Delaware limited liability company (“PP III”) (each such entity and
collectively, “Presidents Borrower”) and RKB WASHINGTON PROPERTY FUND I L.P., a Delaware limited
partnership (“RKB Borrower”, and together with Presidents Borrower,
collectively, “Borrower”).


 


RECITALS


 


Borrower desires to obtain from Lender the
Loan (as hereinafter defined) in connection with the acquisition and leasing of
the Properties (as hereinafter defined).


 


Lender is willing to make the Loan on the
terms and conditions set forth in this Agreement if Borrower joins in the
execution and delivery of this Agreement, issues the Notes and executes and
delivers the other Loan Documents.


 


Lender and Borrower therefore agree as
follows:


 


DEFINITIONS


 


(a)                                  When used in this Agreement, the following
capitalized terms have the following meanings:


 


“Acceptable Counterparty” means any
counterparty to an Interest Rate Cap Agreement that has and maintains (a)
either (i) a long-term unsecured debt rating or counterparty rating of A+ or
higher from S&P, or (ii) a short-term unsecured debt rating of A-1 or
higher from S&P, and (b) a long-term unsecured debt rating of Aa3 or higher
from Moody’s, or any other counterparty to an Interest Rate Cap Agreement with
respect to which Lender has consented.


 


“Account Collateral” means,
collectively, the Collateral Accounts and all sums at any time held, deposited
or invested therein, together with any interest or other earnings thereon, and
all proceeds thereof (including proceeds of sales and other dispositions),
whether accounts, general intangibles, chattel paper, deposit accounts,
instruments, documents or securities.


 


“Additional Due Diligence Material”
has the meaning set forth in Section 5.7(b).


 


“Affiliate” means, as to any person,
any other person that, directly or indirectly, is in control of, is controlled
by or is under common control with such person.


 


“Agreement” means this Loan Agreement,
as the same may from time to time hereafter be modified or replaced.


 


1





















 


“Agreement of Partners” means the
agreement, dated as of the date hereof, by the RKB Investors in favor of
Lender.


 


“ALTA” means the American Land Title
Association, or any successor thereto.


 


“Alteration” means any demolition,
alteration, installation, improvement or expansion of or to any of the
Properties or any portion thereof, other than Tenant Improvements required
under the Leases.


 


“Annual Budget” means a capital and
operating expenditure budget for the Properties prepared by Borrower and
specifying amounts sufficient to operate and maintain the Properties at a
standard at least equal to that maintained on the Closing Date.


 


“Appraisal” means an as-is appraisal
of each Property that is prepared by a member of the Appraisal Institute
holding the MAI designation selected by the Lender, meets the minimum appraisal
standards for national banks promulgated by the Comptroller of the Currency
pursuant to Title XI of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as amended (FIRREA) and complies with the Uniform
Standards of Professional Appraisal Practice (USPAP).


 


“Approved Annual Budget” has the
meaning set forth in Section 5.17.


 


“Approved
Management Agreement” means, with respect to each Property, the Property
Management Agreement, dated as of the Closing Date, between the owner of such
Property and Republic Properties Corporation, a District of Columbia
corporation, as such agreement may be modified or replaced in accordance
herewith, and any other management agreement with respect to which Lender has
consented and which provides that it may be terminated by the owner of such
Property without fee or penalty on not less than 30 days’ prior written notice.


 


“Approved Property Manager” means,
with respect to each Property, Republic Properties Corporation or any other
management company with respect to which Lender has consented, in each case
unless and until Lender requests the termination of such management company
pursuant to Section 5.10(d).


 


“Assignment” has the meaning set forth
in Section 9.7(b).


 


“Assignment of Interest Rate Cap Agreement”
means each collateral assignment of an Interest Rate Cap Agreement executed by
Borrower and an Acceptable Counterparty in accordance herewith, each of which
must be in the form of Exhibit G, as the same may from time to time be
modified or replaced in accordance therewith and herewith.


 


“Assignment of Rents and Leases” means
that certain assignment of rents and leases executed by the Presidents Borrower
as of the Closing Date, as the same may from time to time be modified or
replaced in accordance herewith.


 


“Bankruptcy Code” has the meaning set
forth in Section 7.1(d).


 


2





















 


“Borrower” means collectively, PP I,
PP II, PP IIII and RKB Borrower (jointly and severally); provided, however,
that at such time that the Junior Indebtedness has been reduced to zero, Borrower
shall not include RKB Borrower.


 


“Budgeted Capital Expenditures” means,
with respect to any calendar month, (i) an amount equal to the Capital
Expenditures for such calendar month in the then-applicable Approved Annual
Budget, or (ii) such greater amount as shall equal Borrower’s actual Capital
Expenditures for such month, provided that, such greater amount may in
no event exceed 105% of the amount specified in clause (i), with no individual
budget line item exceeding 110% of the amount set forth in the then-applicable
Approved Annual Budget with respect to such line item for such month, in each
case without the prior written consent of Lender, not to be unreasonably
withheld or delayed; provided, however that the aforesaid percentage
limitations shall not apply, and Lender’s approval shall not be required, with
respect to any Nondiscretionary Expenditures.


 


“Budgeted Operating Expenses” means,
with respect to any calendar month, (i) an amount equal to the Operating
Expenses for such calendar month in the then-applicable Approved Annual Budget,
or (ii) such greater amount as shall equal Borrower’s actual Operating Expenses
for such month, provided, that such greater amount may in no event
exceed 105% of the amount specified in clause (i), with no individual budget
line item exceeding 110% of the amount set forth in the then-applicable
Approved Annual Budget with respect to such line item for such month, in each
case without the prior written consent of Lender, not to be unreasonably
withheld or delayed; provided, however that the aforesaid percentage
limitations shall not apply, and Lender’s approval shall not be required, with
respect to any Nondiscretionary Expenditures.


 


“Business Day” means any day other
than (i) a Saturday and a Sunday and (ii) a day on which federally insured
depository institutions in the State of New York or the state in which the
offices of Lender, its trustee, its Servicer or its Servicer’s collection
account are located are authorized or obligated by law, governmental decree or
executive order to be closed. When used with respect to an Interest
Determination Date, “Business Day” shall mean a day on which banks are
open for dealing in foreign currency and exchange in London.


 


“Capital Expenditure” means hard and
soft costs incurred by Borrower with respect to replacements and capital
repairs made to the Properties (including repairs to, and replacements of,
structural components, roofs, building systems, parking garages and parking
lots), in each case to the extent capitalized in accordance with (i) the rules
and promulgated regulations of the United States Internal Revenue Service, or
(ii) GAAP; provided that the choice between tax or GAAP accounting must
continue once elected.


 


“Cash Management Agreement” means a
cash management agreement in substantially the form of Exhibit B, as the
same may from time to time be modified or replaced in accordance herewith.


 


“Cash Management Bank” means a
depository institution acceptable to Lender in which Eligible Accounts may be
maintained. The initial Cash Management Bank shall be Sun Trust Bank, a Georgia
banking corporation.


 


3





















 


“Casualty” means a fire, explosion,
flood, collapse, earthquake or other casualty affecting all or any portion of
the Properties.


 


“Certificates” means, collectively,
any senior and/or subordinate notes, debentures or pass-through certificates,
or other evidence of indebtedness, or debt or equity securities, or any
combination of the foregoing, representing a direct or beneficial interest, in
whole or in part, in the Loan.


 


“Change of Control” means the
occurrence of any of the following:


 


(i) the failure of the Presidents Borrower to
be 100% owned and Controlled by RPT Holding LLC;


 


(ii) the failure of RPT Holding LLC to be at
least 51% owned and Controlled, directly or indirectly, by RKB Borrower;


 


(iii) the failure of RPT Holding LLC’s
Single-Purpose Equityholder to be 100% owned and Controlled by the RKB
Borrower;


 


(iv) until the Junior Indebtedness has been
reduced to zero, there is a reduction from that owned on the Closing Date in
the aggregate amount owned collectively by the Individual Sponsors (together
with, in the case of Richard Kramer, family trusts and other entities for the
benefit of his family members) in the equity interests in, and right to
distributions from, RKB Washington Property Fund I (General Partner) LLC other
than by reason of (A) death of an Individual Sponsor, (B) adjudication of
incompetency of an Individual Sponsor or (C) dilution arising from additional
capital contributions to RKB Washington Property Fund I (General Partner) LLC;


 


(v) until the Junior Indebtedness has been
reduced to zero, there is a reduction from that owned on the Closing Date in
the aggregate amount owned collectively by the Individual Sponsors (together
with, in the case of Richard Kramer, family trusts and other entities for the
benefit of his family members) in the equity interests in, and right to
distributions from, Republic CP IV Investors LLC other than by reason of (A)
death of an Individual Sponsor, (B) adjudication of incompetency of an
Individual Sponsor or (C) dilution arising from additional capital
contributions to Republic CP IV Investors LLC;


 


(vi) until the Junior Indebtedness has been
reduced to zero, there is a reduction from that owned on the Closing Date in
the aggregate amount owned by Republic CP IV Investors LLC in the equity
interests in, and right to distributions from, RKB/Republic Capital LLC other
than by reason of dilution arising from additional capital contributions to
RKB/Republic Capital LLC;


 


(vii) until the Junior Indebtedness has been
reduced to zero, there is a reduction from that owned on the Closing Date in
the aggregate amount owned by RKB/Republic Capital LLC in the equity interests
in, and right to distributions from, the RKB Borrower other than by reason of
dilution arising from additional capital contributions to the RKB Borrower;


 


4





















 


(viii) until the Junior Indebtedness has been
reduced to zero, the failure of the Individual Sponsors to Control the RKB
Borrower and RKB Washington Property Fund I (General Partner) LLC;


 


(ix) until the Junior Indebtedness has been
reduced to zero, the failure of any of the RKB Subsidiaries to be 100% owned by
the RKB Borrower; or


 


(x) until the Junior Indebtedness has been
reduced to zero, the failure of RPT Holding LLC to be 100% owned by RKB
Borrower, unless all Net RKB Capital Event Proceeds in respect of any sale,
issuance or transfer of equity interests in RPT Holding LLC are remitted to
Lender in accordance with Section 1.3(e) and there is no Change of
Control under clause (ii) of this definition.


 


Notwithstanding the foregoing, a foreclosure
(or transfer in lieu of foreclosure) of the Kleinwort Benson Pledge or any
Kleinwort Benson Permitted Modified Pledge shall not constitute a Change of
Control hereunder.


 


“Closing Date” means the date of this
Agreement.


 


“Code” means the Internal Revenue Code
of 1986, as amended, and as it may be further amended from time to time, any
successor statutes thereto, and applicable U.S. Department of Treasury
regulations issued pursuant thereto in temporary or final form.


 


“Collateral” means the Presidents
Collateral and the RKB Collateral


 


“Collateral Accounts” means, collectively,
the Presidents Cash Management Account, the RKB Cash Management Account, and
the Shortfall Reserve Account; provided, however, that at such time that the
Junior Indebtedness has been reduced to zero, Collateral Accounts shall not
include the RKB Cash Management Account.


 


“Condemnation” means a taking or
voluntary conveyance of all or part of any of the Properties or any interest
therein or right accruing thereto or use thereof, as the result of, or in
settlement of, any condemnation or other eminent domain proceeding by any
Governmental Authority.


 


“Contingent Obligation” means any
obligation of Presidents Borrower directly or indirectly guaranteeing any Debt
of any other Person in any manner and any contingent obligation to purchase, to
provide funds for payment, to supply funds to invest in any other Person or
otherwise to assure a creditor against loss.


 


“Control” of any entity means the
power to direct or cause the direction of the management or policies of such
entity, whether through the ability to exercise voting power, by contract or
otherwise (“Controlled” and “Controlling” each have the meanings
correlative thereto). For purposes of this Agreement, Lender agrees that under
the provisions of the RKB Borrower Partnership Agreement as in effect as of the
date hereof, and assuming the accuracy of the representations set forth in
Section 4.1(c), the Individual Sponsors Control the RKB Borrower.


 


5





















 


“Cooperation Agreement” means that
certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date,
among Borrower, Lender and Sponsor, as the same may from time to time be
modified or replaced in accordance herewith.


 


“Damages” to a party means any and all
liabilities, obligations, losses, damages, penalties, assessments, actions,
judgments, suits, claims, costs, expenses (including reasonable attorneys’ fees
whether or not suit is brought), settlement costs and disbursements imposed on,
incurred by or asserted against such party.


 


“Debt” means, with respect to any
Person, without duplication:


 


(i)                                     all indebtedness of such Person to any other
party (regardless of whether such indebtedness is evidenced by a written
instrument such as a note, bond or debenture), including indebtedness for
borrowed money or for the deferred purchase price of any property or services;


 


(ii)                                  all letters of credit issued for the account
of such Person and all unreimbursed amounts drawn thereunder;


 


(iii)                               all indebtedness secured by a Lien on any
property owned by such Person (whether or not such indebtedness has been
assumed) except obligations for impositions which are not yet due and payable;


 


(iv)                              all Contingent Obligations of such Person;


 


(v)                                 all payment obligations of such Person under
any interest rate protection agreement (including any interest rate swaps,
floors, collars or similar agreements) and similar agreements;


 


(vi)                              all contractual indemnity obligations of such
Person; and


 


(vii)                           any material actual or contingent liability
to any Person or Governmental Authority with respect to any employee benefit
plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of
ERISA, Section 302 of ERISA or Section 412 of the Code.


 


“Default” means the occurrence of any
event which, but for the giving of notice or the passage of time, or both,
would be an Event of Default.


 


“Default Rate” means, with respect to
any Note, the greater of (x) 5% per annum in excess of the interest rate
otherwise applicable to such Note hereunder and (y) 1% per annum in excess of
the Prime Rate from time to time.


 


“Deficiency Deposit” has the meaning
set forth in Section 8.2(h).


 


“Distribution Acknowledgment” has the
meaning set forth in Section 3.1 (b).


 


6





















 


“Distribution Rights Pledge Agreement”
means the pledge agreement, dated as of the date hereof, executed by RKB
Holding, L.P., as the same may from time to time be modified or replaced in
accordance herewith.


 


“Easement Areas” has the meaning set
forth in Section 4.27.


 


“Eligible Account” means (i) a
segregated account maintained with a federal or state-chartered depository
institution or trust company which complies with the definition of Eligible
Institution, or (ii) a segregated trust account or accounts maintained with the
corporate trust department of a federal depository institution or
state-chartered depository institution which has an investment-grade rating and
is subject to regulations regarding fiduciary funds on deposit under, or
similar to, Title 12 of the Code of Federal Regulations Section 9.10(b) which,
in either case, has corporate trust powers, acting in its fiduciary capacity.


 


“Eligible Institution” means an
institution (i) whose commercial paper, short-term debt obligations or other
short-term deposits are rated at least A-1, Prime-1 or F-1, as applicable, by
each of the Rating Agencies and whose long-term senior unsecured debt
obligations are rated at least AA- or Aa3, as applicable, by each of the Rating
Agencies, and whose deposits are insured by the FDIC or (ii) with respect to
which Lender shall have consented in its sole discretion.


 


“Engineering Report” means a
structural and seismic engineering report or reports with respect to each of
the Properties prepared by an independent engineer approved by Lender and delivered
to Lender in connection with the Loan, and any amendments or supplements
thereto delivered to Lender.


 


“Environmental Claim” means any
written notice, claim, proceeding, investigation or demand by any Person or
Governmental Authority alleging or asserting liability with respect to
Presidents Borrower or any of the Properties arising out of, based on or
resulting from (i) the alleged presence, Use or Release of any Hazardous
Substance, (ii) any alleged violation of any Environmental Law, or (iii) any
alleged injury or threat of injury to property, health or safety or to the
environment caused by Hazardous Substances.


 


“Environmental Indemnity” means that
certain environmental indemnity agreement executed by Borrower as of the
Closing Date, as the same may from time to time be modified or replaced in
accordance herewith.


 


“Environmental Laws” means any and all
present and future federal, state and local laws, statutes, ordinances, rules,
regulations and the like, as well as common law, any judicial or administrative
orders, decrees or judgments thereunder, and any permits, approvals, licenses,
registrations, filings and authorizations, in each case as now or hereafter in
effect, relating to the pollution, protection or cleanup of the environment,
relating to the impact of Hazardous Substances on property, health or safety,
or the Use or Release of Hazardous Substances, or relating to the liability for
or costs of other actual or threatened danger to health or the environment. The
term “Environmental Law” includes, but is not limited to, the following
statutes, as amended, any successors thereto, and any regulations promulgated
pursuant thereto, and any state or local statutes, ordinances, rules,
regulations and the like addressing similar


 


7





















 


issues: the Comprehensive
Environmental Response, Compensation and Liability Act; the Emergency Planning
and Community Right-to-Know Act; the Hazardous Materials Transportation Act;
the Resource Conservation and Recovery Act (including but not limited to
Subtitle I relating to underground storage tanks); the Clean Water Act; the
Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water Act;
the Occupational Safety and Health Act; the Federal Water Pollution Control
Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered
Species Act; the National Environmental Policy Act; and the River and Harbors
Appropriation Act. The term “Environmental Law” also includes, but is
not limited to, any present and future federal state and local laws, statutes
ordinances, rules, regulations and the like, as well as common law,
conditioning transfer of property upon a negative declaration or other approval
of a Governmental Authority of the environmental condition of a property; or
requiring notification or disclosure of Releases of Hazardous Substances or
other environmental conditions of a property to any Governmental Authority or
other Person, whether or not in connection with transfer of title to or interest
in property.


 


“Environmental Reports” means “Phase I
Environmental Site Assessments” as referred to in the ASTM Standards on
Environmental Site Assessments for Commercial Real Estate, E 1527-94 (and, if
necessary, “Phase II Environmental Site Assessments”), prepared by an
independent environmental auditor approved by Lender and any amendments or
supplements thereto delivered to Lender, and shall also include any other
environmental reports delivered to Lender pursuant to this Agreement and the
Environmental Indemnity.


 


“EO13224” has the meaning set forth in
Section 4.19.


 


“Equity Pledge Agreement” means the
pledge and security agreement, dated as of the date hereof, executed by RPT
Holding LLC, as the same may from time to time be modified or replaced in accordance
herewith.


 


“ERISA” means the Employee Retirement
Income Security Act of 1974, as amended from time to time, and the regulations
promulgated thereunder.


 


“ERISA Affiliate,” at any time, means
each trade or business (whether or not incorporated) that would, at the time,
be treated together with Borrower as a single employer under Title IV or
Section 302 of ERISA or Section 412 of the Code.


 


“Event of Default” has the meaning set
forth in Section 7.1.


 


“Exception Report” means the report
prepared by Borrower and attached hereto as Schedule B, setting forth
any exceptions to the representations set forth in Article IV.


 


“Extended Maturity Date” has the
meaning set forth in Section 1.2(b).


 


“Extension Term” has the meaning set
forth in Section 1.2(b).


 


“Final TI/LC Advance Date” means the
Payment Date in June 2006.


 


“Fiscal Quarter” means the three-month
period ending on March 31, June 30, September 30 and December 31 of each year,
or such other fiscal quarter of Borrower as


 


8





















 


Borrower may select from
time to time with the prior consent of Lender, such consent not to be
unreasonably withheld.


 


“Fiscal Year” means the 12-month
period ending on December 31 of each year, or such other fiscal year of
Borrower as Borrower may select from time to time with the prior consent of
Lender, not to be unreasonably withheld.


 


“Fitch” means Fitch, Inc. and its
successors.


 


“Form W-8BEN” means Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding) of the Department of Treasury of the United States of America, and
any successor form.


 


“Form W-8ECI” means Form W-8ECI
(Certificate of Foreign Person’s Claim for Exemption from Withholding of Tax on
Income Effectively Connected with the Conduct of a Trade or Business in the
United States) of the Department of the Treasury of the United States of
America, and any successor form.


 


“Funded TI/LC Advance Amount” has the
meaning set forth in Section l.l(a)(ii).


 


“GAAP” means generally accepted
accounting principles in the United States of America, consistently applied.


 


“Governmental Authority” means any
federal, state, county, regional, local or municipal government, any bureau,
department, agency or political subdivision thereof and any Person with
jurisdiction exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government (including any court).


 


“Hazardous Substances” means any and
all substances (whether solid, liquid or gas) defined, listed, or otherwise
classified as pollutants, hazardous wastes, hazardous substances, hazardous
materials, extremely hazardous wastes, toxic substances, toxic pollutants,
contaminants, pollutants or words of similar meaning or regulatory effect under
any present or future Environmental Laws or that may have a negative impact on
human health or the environment or the presence of which on, in or under any of
the Properties is prohibited under Environmental Law, including but not limited
to petroleum and petroleum products, asbestos and asbestos-containing
materials, polychlorinated biphenyls, lead and radon, and compounds containing
them (including gasoline, diesel fuel, oil and lead-based paint), and
radioactive materials, flammables and explosives and compounds containing them.


 


“Increased Costs” has the meaning set
forth in Section 1.6.


 


“Indebtedness” means the Senior
Indebtedness plus the Junior Indebtedness.


 


“Indemnified Liabilities” has the
meaning set forth in Section 9.19(b).


 


“Indemnified Parties” has the meaning
set forth in Section 5.18.


 


9





















 


“Independent Director” of any
corporation or limited liability company means an individual who is duly
appointed as a member of the board of directors or board of managers of such
corporation or limited liability company and who is not, and has never been,
and will not while serving as Independent Director, be any of the following:


 


(i)                                     a member, partner, equityholder, manager,
director, officer or employee of Borrower, RPT Holding LLC, RPT Holding LLC’s
Single-Purpose Equityholder or any of their respective equityholders or
affiliates (other than as an independent director or manager of an affiliate of
Borrower, RPT Holding LLC, or RPT Holding LLC’s Single-Purpose Equityholder
that is not in the direct chain of ownership of Borrower, RPT Holding LLC, or
RPT Holding LLC’s Single-Purpose Equityholder and that is required by a
creditor to be a single purpose bankruptcy remote entity, provided that such
independent director or manager is employed by a company that routinely
provides professional independent directors or managers);


 


(ii)                                  a creditor, supplier or service provider
(including provider of professional services) to Borrower, RPT Holding LLC, RPT
Holding LLC’s Single-Purpose Equityholder or any of its equityholders or
affiliates (other than a company that routinely provides professional
independent managers or directors and which also provides lien search and other
similar services to Borrower, RPT Holding LLC, RPT Holding LLC’s Single-Purpose
Equityholder or any of its equityholders or affiliates in the ordinary course
of business);


 


(iii)                               a family member of any such member, partner,
equityholder, manager, director, officer, employee, creditor, supplier or
service provider; or


 


(iv)                              a Person that controls (whether directly,
indirectly or otherwise) any of (i), (ii) or (iii) above.


 


“Individual Sponsor” means Richard
Kramer, Steven Griggs and Mark Keller (jointly and severally).


 


“Initial Maturity Date” has the
meaning set forth in Section 1.2(a).


 


“Initial Payment Date” means the
Payment Date in February, 2005.


 


“Insurance Requirements” means,
collectively, (i) all material terms of any insurance policy required pursuant
to this Agreement and (ii) all material regulations and then-current standards
applicable to or affecting any of the Properties or any portion thereof or any
use or condition thereof, which may, at any time, be recommended by the board
of fire underwriters, if any, having jurisdiction over any of the Properties,
or any other body exercising similar functions.


 


“Interest Accrual Period” means, in
connection with the calculation of interest accrued with respect to any
specified Payment Date, the calendar month immediately preceding such Payment
Date; provided, however, that the first Interest Accrual Period
shall commence on and include the Closing Date and the final Interest Accrual
Period shall end on and exclude the Maturity Date.


 


10





















 


“Interest Determination Date” means,
in connection with the calculation of interest accrued for any Interest Accrual
Period, the second Business Day preceding the first day of such Interest
Accrual Period.


 


“Interest Rate Cap Agreement” means an
interest rate cap confirmation between an Acceptable Counterparty and Borrower,
for the Extension Term of the Loan, which is, at all times, in substantially
the form of Exhibit D (together with an interest rate cap agreement and
schedules relating thereto, which are consistent in form and substance with the
terms set forth in such confirmation).


 


“Junior Indebtedness” means the Junior
Principal Indebtedness, together with interest and all other obligations and
liabilities of Borrower under the Loan Documents in respect of the Junior Loan,
including all related Transaction Costs, any exit fees payable pursuant to any
side letter between Borrower and Lender, and all other amounts due or to become
due to Lender in respect of the Junior Loan pursuant hereto, under the Junior
Note or in accordance with any of the other Loan Documents, and all other
amounts, sums and expenses reimbursable by Borrower to Lender hereunder in
respect of the Junior Loan or pursuant to the Junior Note or any of the other
Loan Documents in respect of the Junior Loan.


 


“Junior Note” means that certain note,
dated as of Closing Date, made by Borrower to the order of Lender to evidence
the indebtedness owed by Borrower to Lender in respect of the Junior Loan, as
such note may be modified, amended, supplemented or extended and/or replaced by
multiple Notes in accordance with this Agreement and the other Loan Documents.


 


“Junior Principal Indebtedness” means
the principal balance of the Junior Loan outstanding from time to time.


 


“Junior Spread” means 10%.


 


“Kleinwort Benson Permitted Modified
Pledge” means any modification, amendment or replacement of the Kleinwort
Benson Pledge or any Kleinwort Benson Permitted Modified Pledge, including any
increase in the amount secured thereby or any extension thereof, provided that
the collateral ratio requirements contained therein are not modified in any
material respect and any new amounts advanced thereunder beyond the initial
$1,990,000 that was advanced prior to the date hereof (net of reasonable
transaction costs of obtaining such modification, amendment or replacement)
shall be applied as a contribution to RKB Borrower pursuant to a capital call
by RKB Fund.


 


“Kleinwort Benson Pledge” means the
pledge of RKB/Republic Capital LLC’s limited partnership interest in RKB
Borrower securing a loan facility in the aggregate principal amount of
$1,990,000, pursuant to that certain Pledge and Security Agreement, dated as of
July 9, 2004, between RKB/Republic Capital LLC and Kleinwort Benson (Channel
Islands) Limited.


 


“Lease” means any lease, license,
letting, concession, occupancy agreement, sublease to which Presidents Borrower
is a party or has a consent right, or other agreement (whether written or oral
and whether now or hereafter in effect) under which Presidents Borrower is a
lessor, existing as of the Closing Date or hereafter entered into by Presidents


 


11





















 


Borrower, in each case
pursuant to which any Person is granted a possessory interest in, or right to
use or occupy all or any portion of any space in any of the Properties, and
every modification or amendment thereof, and every guarantee of the performance
and observance of the covenants, conditions and agreements to be performed and
observed by the other party thereto.


 


“Lease Under Review” has the meaning
set forth in Section 5.7(b).


 


“Leasing Commissions” means leasing
commissions required to be paid by Borrower in connection with the leasing of
space to Tenants at any of the Properties pursuant to Leases entered into by
Presidents Borrower in accordance herewith and payable in accordance with
third-party/arm’s-length brokerage agreements, provided that the
commissions payable pursuant thereto are commercially reasonable based upon the
then current brokerage market for property of a similar type and quality to
such Property in the geographic market in which such Property is located.


 


“Legal Requirements” means all
governmental statutes, laws, rules, orders, regulations, ordinances, judgments,
decrees and injunctions of Governmental Authorities (including Environmental
Laws) affecting Presidents Borrower or any of the Properties or any portion
thereof or the construction, ownership, use, alteration or operation thereof,
or any portion thereof (whether now or hereafter enacted and in force), and all
permits, licenses and authorizations and regulations relating thereto.


 


“Lender” has the meaning set forth in
the first paragraph of this Agreement and in Section 9.7.


 


“LIBOR” means the rate per annum
calculated as set forth below:


 


(i)                                     On each Interest Determination Date, LIBOR
for the applicable period will be the rate for deposits in United States
dollars for a one-month period which appears as the London interbank offered
rate on the display designated as “Page 3750” on the Moneyline Telerate Service
(or such other page as may replace that page on that service, or such page or
replacement therefor on any successor service) as the London interbank offered
rate as of 11:00 a.m., London time, on such date.


 


(ii)                                  With respect to an Interest Determination
Date on which no such rate appears as the London interbank offered rate on “Page
3750” on the Moneyline Telerate Service (or such other page as may replace that
page on that service, or such page or replacement therefor on any successor
service) as described above, LIBOR for the applicable period will be determined
on the basis of the rates at which deposits in United States dollars are
offered by the Reference Banks at approximately 11:00 a.m., London time, on
such date to prime banks in the London interbank market for a one-month period
(each a “Reference Bank Rate”). Lender shall request the principal
London office of each of the Reference Banks to provide a quotation of its
Reference Bank Rate. If at least two such quotations are provided, LIBOR for
such period will be the arithmetic mean of such quotations. If fewer than two
quotations are provided, LIBOR for such period will be the arithmetic mean of
the rates quoted by major banks in New York City, selected by


 


12





















 


Lender,
at approximately 11:00 a.m., New York City time, on such date for loans in
United States dollars to leading European banks for a one-month period.


 


(iii)                               If, on any Interest Determination Date,
Lender is required but unable to determine LIBOR in the manner provided in
paragraphs (i) and (ii) above, LIBOR for the applicable period shall be LIBOR
as determined on the previous Interest Determination Date.


 


All percentages resulting
from any calculations or determinations referred to in this definition will be
rounded upwards to the nearest multiple of 1/100 of 1% and all U.S. dollar
amounts used in or resulting from such calculations will be rounded to the
nearest cent (with one-half cent or more being rounding upwards).


 


“LIBOR Strike Rate” means 4.25%.


 


“Lien” means any mortgage, lien
(statutory or other), pledge, hypothecation, assignment, preference, priority,
security interest, or any other encumbrance or charge on or affecting any
Collateral or any portion thereof, or any interest therein (including any
conditional sale or other title retention agreement, any sale-leaseback, any
financing lease or similar transaction having substantially the same economic
effect as any of the foregoing, the filing of any financing statement or similar
instrument under the Uniform Commercial Code or comparable law of any other
jurisdiction, domestic or foreign, and mechanics’, materialmen’s and other
similar liens and encumbrances, as well as any option to purchase, right of
first refusal, right of first offer or other similar right to acquire any of
the Properties or any portion thereof, or any interest therein).


 


“Loan” means collectively, the Senior
Loan and the Junior Loan.


 


“Loan Documents” means this Agreement,
the Notes, the Mortgage (and related financing statements), the Assignment of
Rents and Leases, the Assignment of Interest Rate Cap Agreement, the
Environmental Indemnity, the Subordination of Property Management Agreement,
the Presidents Cash Management Agreements, the RKB Cash Management Agreement,
the Equity Pledge Agreement, the Distribution Rights Pledge Agreement, the
Distribution Acknowledgments, the Agreement of Partners, the side letter among
the parties regarding certain fees, and all other agreements, instruments,
certificates and documents necessary to effectuate the granting to Lender of
first-priority Liens on the Collateral or otherwise in satisfaction of the
requirements of this Agreement or the other documents listed above, as all of
the aforesaid may be modified or replaced from time to time in accordance
herewith; provided, however, that at such time that the Junior Indebtedness has
been reduced to zero, Loan Documents shall not include the RKB Cash Management
Agreement, the Equity Pledge Agreement, the Distribution Rights Pledge
Agreement, the Agreement of Partners, the Junior Note and the Distribution
Acknowledgments.


 


“Loss Proceeds” means amounts, awards
or payments payable to Borrower or Lender in respect of all or any portion any
of the Properties in connection with a Casualty or Condemnation thereof (after
the deduction therefrom and payment to Borrower and Lender, respectively, of
any and all reasonable expenses incurred by Borrower and Lender in the


 


13





















 


recovery thereof, including
all attorneys’ fees and disbursements, the fees of insurance experts and
adjusters and the costs incurred in any litigation or arbitration with respect
to such Casualty or Condemnation).


 


“Loss Proceeds Account” has the
meaning set forth in Section 3.3(a).


 


“Major Lease” means any Lease at any
of the Properties which (i) when aggregated with all other Leases at any of the
Properties with the same Tenant, and assuming the exercise of all expansion
rights and all preferential rights to lease additional space contained in such
Lease and such other Leases, is expected to cover more than 20,000 rentable
square feet, (ii) contains an option or preferential right to purchase all or
any portion of the Properties, (iii) is with an affiliate of Borrower as
Tenant, or (iv) is entered into during the continuance of an Event of Default.


 


“Material Adverse Effect” means a
material adverse effect upon (i) the ability of Borrower to perform, or of
Lender to enforce, any material provision of any Loan Document, (ii) the
enforceability of any material provision of any Loan Document, or (iii) the
value, Net Operating Income, use or enjoyment of any of the Properties or the
operation thereof.


 


“Material Agreements” means each
contract and agreement (other than Leases) relating to the ownership,
management, development, use, operation, leasing, maintenance, repair or
improvement of any Property, or otherwise imposing obligations on Presidents
Borrower, under which Presidents Borrower would have the obligation to pay more
than $100,000 per annum or which cannot be terminated by Presidents Borrower
without cause upon 60 days’ notice or less without payment of a termination
fee.


 


“Material Alteration” means any
Alteration to be performed by or on behalf of Borrower at any of the Properties
which (a) is reasonably likely to have a Material Adverse Effect, (b) is
reasonably expected to cost in excess of $1 million, as determined by an
independent architect, or (c) is reasonably expected to permit (or is
reasonably likely to induce) any Tenant to terminate its Lease or abate rent.


 


“Maturity Date” means, initially, the
Initial Maturity Date, and from and after the commencement of the Extension
Term, the Extended Maturity Date, or such earlier date as may result from
acceleration of the Loan pursuant to any provision of this Agreement or any of
the Loan Documents.


 


“Maximum TI/LC Advance Amount” has the
meaning set forth in Section 1.1(a)(ii).


 


“Maximum Loan Amount” means $127
million.


 


“Monthly Unfunded Fee” means, with
respect to each Payment Date on or prior to the Final TI/LC Advance Date, the
product of (x) a fraction, the numerator of which is the number of days in the
related Interest Accrual Period and the denominator of which is 360, times (y)
0.375%, times (z) the Unfunded TI/LC Advance Amount (prior to the funding of
any TI/LC Advance on such Payment Date).


 


14





















 


“Moody’s” means Moody’s Investors
Service, Inc. and its successors.


 


“Mortgage” means that certain deed of
trust, assignment of rents, security agreement and fixture filing encumbering
the Properties executed by Presidents Borrower as of the Closing Date, as the
same may from time to time be modified or replaced in accordance herewith.


 


“Net Operating Income” or “NOI” means,
with respect to any Test Period, the excess of (i) Operating Income for the
last Fiscal Quarter contained in such Test Period, times four, minus
(ii) Operating Expenses for such Test Period.


 


“Net RKB Capital Event Proceeds” means
RKB Capital Event Proceeds after deduction for (i) actual reasonable
transaction costs related thereto, (ii) amounts required to be applied toward
the payment of any obligations under the RKB Subsidiary Loan Documents as a
direct result of the applicable capital event, if applicable, (iii) in the case
of casualty or condemnation proceeds, amounts applied or to be applied to
restore or repair the applicable RKB Property pursuant to the terms of the
applicable RKB Senior Loan Documents, and (iv) in the case of a refinancing
approved by Lender, amounts required to be escrowed or reserved pursuant to the
loan documents executed by the RKB Subsidiary in favor of the new lender.


 


“Nondiscretionary Expenditures” means
Taxes, any amounts required to be paid pursuant to any provisions (including,
without limitation, the insurance provisions) of this Agreement or any of the
Loan Documents, all amounts required to be paid by the Presidents Borrower
under any Lease, Permitted Encumbrance or other contractual obligation of the
Presidents Borrower, in each case, entered into in accordance herewith, and all
amounts required to be paid by the Presidents Borrower to comply with any Legal
Requirements.


 


“Notes” means the Senior Note and the
Junior Note.


 


“OFAC” has the meaning set forth in Section
4.19.


 


“Officer’s Certificate” means a
certificate delivered to Lender which is signed by an authorized officer of and
certifies the information therein to the best of such officer’s knowledge.


 


“Operating Expenses” means, for any
period, all operating, renting, administrative, management, legal and other
ordinary expenses of Presidents Borrower during such period, determined in
accordance with GAAP; provided, however, that such expenses shall
not include (i) depreciation, amortization or other noncash items (other than
expenses that are due and payable but not yet paid), (ii) interest, principal
or any other sums due and owing with respect to the Loan, (iii) income taxes or
other taxes in the nature of income taxes, (iv) Capital Expenditures, or (v)
equity distributions.


 


“Operating Income” means, for any
period, all operating income of Presidents Borrower from the Properties during
such period, determined in accordance with GAAP (but without straight-lining of
rents and excluding Revenue not collected), other than (i) Loss Proceeds (but
Operating Income will include rental loss insurance proceeds to the extent


 


15





















 


allocable
to such period), (ii) any revenue attributable to a Lease to the extent it is paid
more than 30 days prior to the due date, (iii) any interest income from any
source, (iv) any repayments received from any third party of principal loaned
or advanced to such third party by Presidents Borrower, (v) any proceeds
resulting from the Transfer of all or any portion of the Properties, (vi)
sales, use and occupancy or other taxes on receipts required to be accounted
for by Presidents Borrower to any government or governmental agency, (vii)
Termination Fees, and (viii) any other extraordinary or non-recurring items.


 


“Participation” has the meaning set
forth in Section 9.7(b).


 


“Payment Date” means the Initial
Payment Date and, thereafter, the first day of each month (or, if such first
day is not a Business Day, the first succeeding Business Day).


 


“Permits” means all licenses, permits,
variances and certificates used in connection with the ownership, operation,
use or occupancy of each of the Properties (including certificates of
occupancy, business licenses, state health department licenses, licenses to
conduct business and all such other permits, licenses and rights, obtained from
any Governmental Authority or private Person concerning ownership, operation,
use or occupancy of such Property).


 


“Permitted Debt” means:


 


(i)                                     the Indebtedness; and


 


(ii)                                  Trade Payables not represented by a note,
customarily paid by Borrower within 60 days of incurrence and in fact not more
than 60 days outstanding (unless being contested in good faith by Borrower),
which are incurred in the ordinary course of Borrower’s ownership and operation
of the Properties, in amounts reasonable and customary for similar properties
and not exceeding 4.0% of the Maximum Loan Amount in the aggregate.


 


“Permitted Encumbrances” means:


 


(i)                                     the Liens created by the Loan Documents;


 


(ii)                                  all Liens and other matters specifically
disclosed on Schedule B of the Qualified Title Insurance Policy;


 


(iii)                               Liens, if any, for Taxes not yet delinquent;


 


(iv)                              mechanics’, materialmen’s or similar Liens,
if any, and Liens for delinquent taxes or impositions, in each case only if
being contested in good faith and by appropriate proceedings, provided
that no such Lien is in imminent danger of foreclosure and provided  further
that either (a) each such Lien is released or discharged of record or fully insured
over by the title insurance company issuing the Qualified Title Insurance
Policy within 30 days of its creation, or (b) Borrower deposits with Lender, by
the expiration of such 30-day period, an amount equal to 150% of the dollar
amount of such Lien or a bond in the aforementioned amount from such surety,
and upon such terms and


 


16





















 


conditions,
as is reasonably satisfactory to Lender, as security for the payment or release
of such Lien; and


 


(v)                                 rights of existing and future Tenants as
tenants only pursuant to written Leases entered into in conformity with the
provisions of this Agreement.


 


“Permitted Investments” means the
following, subject to the qualifications hereinafter set forth:


 


(i)                                     obligations of, or obligations guaranteed as
to principal and interest by, the U.S. government or any agency or
instrumentality thereof, when such obligations are backed by the full faith and
credit of the United States of America;


 


(ii)                                  federal funds, unsecured certificates of
deposit, time deposits, banker’s acceptances, and repurchase agreements having
maturities of not more than 365 days of any bank, the short-term debt
obligations of which are rated A-1+ (or the equivalent) by each of the Rating
Agencies and, if it has a term in excess of three months, the long-term debt
obligations of which are rated AAA (or the equivalent) by each of the Rating
Agencies;


 


(iii)                               deposits that are fully insured by the
Federal Deposit Insurance Corp. (FDIC);


 


(iv)                              debt obligations that are rated AAA or higher
(or the equivalent) by each of the Rating Agencies;


 


(v)                                 commercial paper rated A-l + (or the
equivalent) by each of the Rating Agencies;


 


(vi)                              investment in money market funds rated AAAm
or AAAm-G (or the equivalent) by each of the Rating Agencies; and


 


(vii)                           such other investments as to which Lender
shall have consented.


 


Notwithstanding
the foregoing, “Permitted Investments” (i) shall exclude any security with the
Standard & Poor’s “r” symbol (or any other Rating Agency’s corresponding
symbol) attached to the rating (indicating high volatility or dramatic
fluctuations in their expected returns because of market risk), as well as any
mortgage-backed securities and any security of the type commonly known as “strips”;
(ii) shall not have maturities in excess of one year; (iii) shall be limited to
those instruments that have a predetermined fixed dollar of principal due at
maturity that cannot vary or change; and (iv) shall exclude any investment
where the right to receive principal and interest derived from the underlying
investment provides a yield to maturity in excess of 120% of the yield to
maturity at par of such underlying investment. Interest may either be fixed or
variable, and any variable interest must be tied to a single interest rate
index plus a single fixed spread (if any), and move proportionately with that
index. No investment shall be made which requires a payment above par for an
obligation if the obligation may be prepaid at the option of the issuer thereof
prior to its maturity. All investments shall mature or be redeemable upon the
option of the holder thereof on or prior to the earlier of (x) three months
from the date of their


 


17





















 


purchase or (y) the Business
Day preceding the day before the date such amounts are required to be applied
hereunder.


 


“Person” means any individual,
corporation, limited liability company, partnership, joint venture, estate,
trust, unincorporated association or Governmental Authority and any fiduciary
acting in such capacity on behalf of any of the foregoing.


 


“Plan Assets” means assets of any (i)
employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title I
of ERISA, (ii) plan (as defined in Section 4975(e)(l) of the Code) subject to
Section 4975 of the Code, or (iii) governmental plan (as defined in Section
3(32) of ERISA) subject to federal, state or local laws, rules or regulations
substantially similar to Title I of ERISA or Section 4975 of the Code.


 


“Policies” has the meaning set forth
in Section 5.15(b).


 


“PP I” has the meaning set forth in
the first paragraph of this Agreement.


 


“PP II” has the meaning set forth in
the first paragraph of this Agreement.


 


“PP III” has the meaning set forth in
the first paragraph of this Agreement.


 


“Prepayment Notice” has the meaning
set forth in Section 2.1 (c).


 


“Presidents Cash Management Account”
has the meaning set forth in Section 3.1 (a).


 


“Presidents Cash Management Agreement”
has the meaning set forth in Section 3.1 (a).


 


“Presidents Collateral” means all
assets owned from time to time by Presidents Borrower including the Properties,
the Revenues, the Presidents Cash Management Account and all amounts contained
or required to be contained therein, and all other tangible and intangible
property in respect of which Lender is granted a Lien under the Loan Documents,
and all proceeds thereof.


 


“Presidents Sponsor” means RKB
Washington Property Fund I, L.P.


 


“Prime Rate” means the “prime rate”
published in the “Money Rates” section of The Wall Street Journal. If The
Wall Street Journal ceases to publish the “prime rate,” then Lender shall
select an equivalent publication that publishes such “prime rate,” and if such “prime
rate” is no longer generally published or is limited, regulated or administered
by a governmental or quasi-governmental body, then Lender shall reasonably
select a comparable interest rate index.


 


“Principal Indebtedness” means the sum
of the Senior Principal Indebtedness and the Junior Principal Indebtedness.


 


“Prohibited Person” has the meaning
set forth in Section 4.19.


 


18





















 


“Properties” means the real property
described on Schedule A, together with all buildings and other
improvements thereon, and “Property” means any one of the three Properties
described on Schedule A.


 


“Qualified Survey” means, with respect
to each of the Properties, current title surveys of the Properties certified to
Borrower, the title company issuing the Qualified Title Insurance Policy and
Lender and their respective successors and assigns, in form and substance
reasonably satisfactory to Lender.


 


“Qualified Title Insurance Policy”
means an ALTA extended coverage mortgagee’s title insurance policy in form and
substance reasonably satisfactory to Lender.


 


“Rating Agency” means S&P, Moody’s
and Fitch.


 


“Reference Banks” means four major
banks in the London interbank market selected by Lender.


 


“Reference Bank Rate” has the meaning
set forth in the definition of “LIBOR” herein.


 


“Regulatory Change” means any change
after the Closing Date in federal, state or foreign laws or regulations or the
adoption or the making, after such date, of any interpretations, directives or
requests applying to a class of banks or companies controlling banks, including
Lender, of or under any federal, state or foreign laws or regulations (whether
or not having the force of law) by any court or governmental or monetary
authority charged with the interpretation or administration thereof.


 


“Release” with respect to any Hazardous
Substance means any release, deposit, discharge, emission, leaking, leaching,
spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping,
dumping, disposing or other movement of Hazardous Substances into the indoor or
outdoor environment (including the movement of Hazardous Substances through
ambient air, soil, surface water, ground water, wetlands, land or subsurface
strata).


 


“Rent Roll” has the meaning set forth
in Section 4.14(a).


 


“Revenues” means all rents, rent
equivalents, moneys payable as damages pursuant to a Lease or in lieu of rent
or rent equivalents, Termination Fees, royalties (including all oil and gas or
other mineral royalties and bonuses), income, receivables, receipts, revenues,
deposits (including security, utility and other deposits), accounts, cash,
issues, profits, charges for services rendered, and other consideration of
whatever form or nature received by or paid to or for the account of or benefit
of Presidents Borrower from any and all sources including any obligations now
existing or hereafter arising or created out of the sale, lease, sublease,
license, concession or other grant of the right of the use and occupancy of
property or rendering of services by Presidents Borrower and proceeds, if any,
from business interruption or other loss of income insurance.


 


“RKB Borrower” has the meaning set
forth in the first paragraph of this Agreement.


 


19





















 


“RKB Borrower Partnership Agreement”
means that certain Limited Partnership Agreement of RKB Washington Property
Fund 1 L.P. dated as of August 21, 2002, as modified by the Contribution
Agreement and Amendment dated December 12, 2003, the Assignment, Contribution
Agreement and Amendment dated July 9, 2004 and the Contribution Agreement and
Amendment dated December 15, 2004.


 


“RKB Capital Event Proceeds” means any
and all amounts received by RKB Borrower, RPT Holding LLC or any RKB Subsidiary
in respect of capital events, including (i) any sale, Transfer or other
conveyance, in whole or in part, of any of the RKB Properties, (ii) any
mortgage loan or other material indebtedness (other than trade payables
incurred in the ordinary course of business), (iii) any issuance of equity or
other securities, (iv) any award as consideration for a taking or voluntary
conveyance of all or part of any of any RKB Property or any interest therein or
right accruing thereto or use thereof, as the result of, or in settlement of,
any condemnation or other eminent domain proceeding by any Governmental
Authority, (v) insurance or other proceeds paid as a result of a fire,
explosion, flood, collapse, earthquake or other casualty affecting all or any
portion of any RKB Property and (vi) any sale, issuance or other transfer of
direct or indirect equity interests in RPT Holding LLC (other than a sale of a
direct or indirect equity interest in the RKB Borrower that would not
constitute a Change of Control) to the extent amounts received with respect to
such sale, issuance or transfer of equity interests exceeds the lesser of (x)
$2 million and (y) 10% of such amounts.


 


“RKB Cash Management Account” has the
meaning set forth in Section 3.1 (a).


 


“RKB Cash Management Agreement” has
the meaning set forth in Section 3.1 (a).


 


“RKB Closing Date Net Worth” means $53
million.


 


“RKB Collateral” means (i) RPT Holding
LLC’s 100% membership interest in the Presidents Borrower, (ii) the RKB Cash
Management Account and all amounts contained or required to be contained
therein, and (iii) all other collateral pledged to Lender under the Equity
Pledge Agreement and the Distribution Rights Pledge Agreement, and all proceeds
thereof.


 


“RKB Excess Cash Flow” means all
excess cash flow of any RKB Subsidiary after the payment by such RKB Subsidiary
of debt service and other property-related expenses, to the extent that such
RKB Subsidiary is permitted to distribute such excess cash flow to its
equityholders under the RKB Subsidiary Loan Documents.


 


“RKB Investors” means RKB/Republic
Capital, LLC, RKB Washington Property Fund I (General Partner) LLC, and RKB
Holding, L.P.


 


“RKB Permitted Encumbrances” means,
with respect to each RKB Property, “Permitted Encumbrances” or any equivalent
term as defined in the applicable RKB Subsidiary Loan Documents including any
encumbrance created by the RKB Subsidiary Loan Documents (but shall in no event
include any mortgage or mezzanine indebtedness not in existence on the date
hereof).


 


“RKB Properties” means any and all
real property owned from time to time by any RKB Subsidiary, together with any
fixtures and personalty thereon.


 


20





















 


“RKB Subsidiaries” means all direct
and indirect subsidiaries of RKB Borrower, collectively, other than the
Presidents Borrower, including (i) RKB Corporate Oaks LLC, (ii) RKB CP IV LLC,
(iii) RKB Pender LLC, (iv) RKB Lakeside LLC, (v) RKB Willowwood LLC and (vi)
RKB Dulles Tech LLC.


 


“RKB Subsidiary Loan Documents” means,
collectively, any and all documents executed by any RKB Subsidiary, as in
effect as of the date hereof, in connection with any loan or loans secured in
whole or in part by the RKB Properties (including those documents described in Schedule
D).


 


“RPT Holding LLC” means RPT Presidents
Park LLC, a Delaware limited liability company.


 


“S&P” means Standard & Poor’s
Ratings Services, a division of the McGraw-Hill Companies, Inc., and its
successors.


 


“Senior Indebtedness” means the Senior
Principal Indebtedness, together with interest and all other obligations and
liabilities of Borrower under the Loan Documents in respect of the Senior Loan,
including all related Transaction Costs, any exit fees payable pursuant to any
side letter between Borrower and Lender, and all other amounts due or to become
due to Lender in respect of the Senior Loan pursuant hereto, under the Senior
Note or in accordance with any of the other Loan Documents, and all other
amounts, sums and expenses reimbursable by Borrower to Lender hereunder in
respect of the Senior Loan or pursuant to the Senior Note or any of the other
Loan Documents in respect of the Senior Loan.


 


“Senior Loan” has the meaning set
forth in Section l.l(a)(i).


 


“Senior Note” means that certain note,
dated as of Closing Date, made by Borrower to the order of Lender to evidence
the indebtedness owed by Borrower to Lender in respect of the Senior Loan, as
such note may be modified, amended, supplemented or extended and/or replaced by
multiple Notes in accordance with this Agreement and the other Loan Documents.


 


“Senior Principal Indebtedness” means
the principal balance of the Senior Loan (including the Funded TI/LC Advance
Amount) outstanding from time to time.


 


“Senior Spread” means:


 


(i)                                     from the date hereof through April 30, 2005,
1.75%; and


 


(ii)                                  thereafter, 4.0%.


 


“Service” means the Internal Revenue
Service or any successor agency thereto.


 


“Servicer” means the entity or
entities appointed by Lender from time to time to serve as servicer and/or
special servicer of the Loan. If at any time no entity is so appointed, the
term “Servicer” shall be deemed to refer to Lender.


 


21





















 


“Shortfall Reserve Amount” means
$3,000,000.00.


 


“Shortfall Reserve Account” has the
meaning set forth in Section 3.8(a)


 


“Single Member LLC” means a limited
liability company which either (x) has only one member, or (y) has multiple
members, none of which is a Single-Purpose Equityholder.


 


“Single-Purpose Entity” means a Person
which (a) was formed under the laws of the State of Delaware solely for the
purpose of acquiring and holding (i) in the case of Presidents Borrower, an
ownership interest in the Property, or (ii) in the case of RPT Holding LLC, an
ownership interest in Presidents Borrower, or (iii) in the case of RPT Holding
LLC’s Single-Purpose Equityholder, an ownership interest in RPT Holding LLC,
(b) does not engage in any business unrelated to (i) in the case of Presidents
Borrower, the Property, or (ii) in the case of RPT Holding LLC, its ownership
interest in Presidents Borrower, or (iii)in the case of RPT Holding LLC’s
Single-Purpose Equityholder, its ownership interest in RPT Holding LLC, (c)
does not have any assets other than those related to (i) in the case of
Presidents Borrower, its interest in the Property, or (ii) in the case of RPT
Holding LLC, its ownership interest in Presidents Borrower, or (iii) in the
case of a RPT Holding LLC’s Single-Purpose Equityholder, its ownership interest
in RPT Holding LLC, (d) does not have any Debt other than, in the case of
Borrower, Permitted Debt, (e) maintains books, accounts, records, financial
statements, stationery, invoices and checks which are separate and apart from
those of any other Person (except that such Person’s financial position,
assets, results of operations and cash flows may be included in the
consolidated financial statements of an affiliate of such Person in accordance
with GAAP, provided that any such consolidated financial statements
shall contain a note indicating that such Person and its affiliates are
separate legal entities and maintain records, books of account separate and
apart from any other Person), (f) is subject to and complies with all of the
limitations on powers and separateness requirements set forth in the
organizational documentation of such Person as of the Closing Date, (g) holds
itself out as being a Person separate and apart from each other Person and not
as a division or part of another Person, (h) conducts its business in its own
name (except for services rendered under a management agreement with an
affiliate, so long as the manager, or equivalent thereof, under such management
agreement holds itself out as an agent of such Person), (i) exercises
reasonable efforts to correct any known misunderstanding actually known to it
regarding its separate identity, and maintains an arm’s-length relationship with
its affiliates, (j) pays its own liabilities out of its own funds (including
the salaries of its own employees) and reasonably allocates any overhead that
is shared with an affiliate, including, but not limited to, paying for shared
office space and services performed by any officer or employee of an affiliate,
(k) maintains a sufficient number of employees in light of its contemplated
business operations, (1) in the case of (i) a corporation, observes all
applicable corporate formalities in all material respects, (ii) a limited
liability company, observes all applicable limited liability company
formalities in all material respects, and (iii) a limited partnership, observes
all applicable limited partnership formalities in all material respects, (m) does
not commingle its assets with those of any other Person and holds such assets
in its own name, (n) except with respect to the obligations of Borrower under
this Loan Agreement and the other Loan Documents, does not assume, guarantee or
become obligated for the debts of any other Person, and does not hold out its
credit as being available to satisfy the obligations or securities of others,
(o) does not acquire obligations or securities of its shareholders, members or
partners, (p) except with respect to the


 


22





















 


obligations of Borrower
under this Loan Agreement and the other Loan Documents, does not pledge its
assets for the benefit of any other Person and does not make any loans or
advances to any Person, (q) maintains adequate capital in light of its
contemplated business operations, (r) has either (i) two Independent Directors
on its board of directors or board of managers, or (ii) a managing member that
is a Single-Purpose Equityholder with two Independent Directors on such
Single-Purpose Equityholder’s board of directors or board of managers, or (iii)
a sole member that is a Single-Purpose Entity that has as its managing member a
Single-Purpose Equityholder with two Independent Directors on such Single-Purpose
Equityholder’s board of directors or board of managers, (s) has either (i)
by-laws or an operating agreement, or (ii) a Single-Purpose Equityholder with
by-laws or an operating agreement, or (iii) a sole member that is a
Single-Purpose Entity which has a Single-Purpose Equityholder with by-laws or
an operating agreement, which provides that, for so long as the Loan is
outstanding, such Person shall not take or consent to any of the following
actions except to the extent expressly permitted in this Agreement and the
other Loan Documents:


 


(i)                                     the dissolution, liquidation, consolidation,
merger or sale of all or substantially all of its assets (and, in the case of
RPT LLC Holding’s Single-Purpose Equityholder, the assets of RPT Holding LLC
and Presidents Borrower);


 


(ii)                                  the engagement by such Person in any business
other than the acquisition, development, management, leasing, ownership,
maintenance and operation of the Property and activities incidental thereto
(and, in the case of RPT LLC Holding LLC, activities incidental to the
acquisition and ownership of its interest in the Borrower and, in the case of
RPT Holding LLC’s Single-Purpose Equityholder, activities incidental to the
acquisition and ownership of its interest in RPT Holding LLC);


 


(iii)                               the filing, or consent to the filing, of a
bankruptcy or insolvency petition, any general assignment for the benefit of
creditors or the institution of any other insolvency proceeding, or the seeking
or consenting to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator, custodian or any similar official in respect of such Person
without the affirmative vote of both of its Independent Directors (and, in the
case of RPT Holding LLC’s Single-Purpose Equityholder, in respect of the
Presidents Borrower and RPT Holding LLC without the affirmative vote of both of
such Single-Purpose Equityholder’s Independent Directors); and


 


(iv)                              any amendment or modification of any
provision of its (and, in the case of a RPT Holding LLC’s Single-Purpose
Equityholder, the Presidents Borrower’s and RPT Holding LLC’s) organizational
documents relating to qualification as a “Single-Purpose Entity”.


 


and
(t) if such entity is a Single Member LLC, has organizational documents which
provide that upon the occurrence of any event (other than a permitted equity
transfer) that causes its sole member to cease to be a member while the Loan is
outstanding, at least one of its Independent Directors shall automatically be
admitted as the sole member of the Single Member LLC and shall preserve and
continue the existence of the Single Member LLC without dissolution.


 


23





















 


“Single-Purpose Equityholder” means a
Single-Purpose Entity that (x) is a limited liability company or corporation
formed under the laws of the State of Delaware, (y) owns at least a 1% direct
equity interest in RPT Holding LLC, and (z) serves as managing member of RPT
Holding LLC.


 


“Sponsor” means the Presidents Sponsor
and the Individual Sponsors (jointly and severally); provided that at such time
that the Junior Indebtedness has been reduced to zero, Sponsor shall mean
Presidents Sponsor and shall not include the Individual Sponsors.


 


“Subordination of Property Management
Agreement” means that certain consent and agreement of manager and
subordination of management agreements executed by Borrower and the Approved
Property Manager as of the Closing Date, as the same may from time to time be
modified or replaced in accordance herewith.


 


“Taxes” means all real estate and personal
property taxes, assessments, fees, taxes on rents or rentals, water rates or
sewer rents, facilities and other governmental, municipal and utility district
charges or other similar taxes or assessments now or hereafter levied or
assessed or imposed against the Properties or Presidents Borrower with respect
to the Properties or rents therefrom or which may become Liens upon any of the
Properties, without deduction for any amounts reimbursable to Presidents
Borrower by third parties.


 


“Tenant” means any Person liable by
contract or otherwise to pay monies (including a percentage of gross income,
revenue or profits) pursuant to a Lease.


 


“Tenant Improvements” means,
collectively, (i) tenant improvements to be undertaken for any Tenant which are
required to be completed by or on behalf of Presidents Borrower pursuant to the
terms of such Tenant’s Lease, and (ii) tenant improvements paid or reimbursed
through allowances to a Tenant pursuant to such Tenant’s Lease.


 


“Tenant Notice” has the meaning set
forth in Section 3.1 (b).


 


“Termination Fee” means any payment,
fee or penalty received by Borrower in connection with the termination of a
Lease, whether by buy-out, cancellation, default or otherwise.


 


“Terrorism Premium Threshold” means
$300,000.


 


“Test Period” means each 12-month
period ending on the last day of a Fiscal Quarter.


 


“TI/LC Advance” has the meaning set
forth in Section l.l(a)(ii).


 


“TI/LC Advance Threshold” means, with
respect to any Lease, the product of (x) the number of rentable square feet covered
by such Lease times (y) the respective dollar amount per square foot set forth
in Schedule C.


 


“Trade Payables” means unsecured
amounts payable by or on behalf of Borrower for or in respect of the operation
of the Properties in the ordinary course, including amounts


 


24





















 


payable to suppliers,
vendors, contractors, mechanics, materialmen or other Persons providing
property or services to the Properties or Presidents Borrower.


 


“Transaction” means, collectively, the
transactions contemplated by the Loan Documents.


 


“Transaction Costs” means the costs
and expenses described in Section 9.17.


 


“Transfer” means (i) with respect to
the Properties, the sale or other whole or partial conveyance of all or any
portion of any of the Properties or any direct or indirect interest therein to
a third party, including granting of any purchase options, rights of first
refusal, rights of first offer or similar rights in respect of any portion of
such Property or the subjecting of any portion of such Property to restrictions
on transfer; except that the conveyance of a space lease at such Property in
accordance herewith shall not constitute a Transfer, (ii) with respect to the
RKB Properties, until such time that the Junior Indebtedness has been reduced
to zero, the sale or other whole or partial conveyance of all or any portion of
any of the RKB Properties or any direct or indirect interest therein to a third
party, including granting of any purchase options, rights of first refusal,
rights of first offer or similar rights in respect of any portion of such RKB
Properties or the subjecting of any portion of such RKB Properties to
restrictions on transfer (other than the restrictions set forth in, and space
leases entered into in accordance with, the RKB Subsidiary Loan Documents); and
(iii) with respect to the RKB Collateral, until such time that the Junior
Indebtedness has been reduced to zero, unless expressly permitted hereunder,
the pledge, sale or other whole or partial conveyance of the RKB Collateral or
any direct or indirect interest therein to a third party, including granting of
any purchase options, rights of first refusal, rights of first offer or similar
rights in respect of any portion of such RKB Collateral or the subjecting of
any portion of such RKB Collateral to restrictions on transfer.


 


“Unfunded TI/LC Advance Amount” has
the meaning set forth in Section 1.1(a)(ii).


 


“Use” means, with respect to any
Hazardous Substance, the generation, manufacture, processing, distribution,
handling, use, treatment, recycling or storage of such Hazardous Substance or
transportation of such Hazardous Substance.


 


“U.S. Person” means a United States
person within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax” means any present or future
tax, assessment or other charge or levy imposed by or on behalf of the United
States of America or any taxing authority thereof.


 


“Waste” means any material abuse or
destructive use (whether by action or inaction) of the Properties.


 


(b)                                 Rules of Construction. All references to sections, schedules and
exhibits are to sections, schedules and exhibits in or to this Agreement unless
otherwise specified. Unless otherwise specified: (i) all meanings attributed to
defined terms in this Agreement shall be equally applicable to both the
singular and plural forms of the terms so defined, (ii) “including” means “including,
but not limited to”, and (iii) “mortgage” means a mortgage, deed of trust, deed


 


25





















 


to
secure debt or similar instrument, as applicable, and “mortgagee” means the
secured party under a mortgage, deed of trust, deed to secure debt or similar
instrument. All accounting terms not specifically defined in this Agreement
shall be construed in accordance with GAAP, as the same may be modified in this
Agreement.


 


26





















 


ARTICLE I


 


GENERAL TERMS


 


1.1.                              The Loan; Future Advances.


 


(a)                                  Senior Loan.


 


(i)                                     On the Closing Date, subject to the terms and
conditions of this Agreement, Lender shall make a loan to Borrower in a maximum
principal amount of $104 million (the “Senior Loan”), $90.5 million of
which shall be funded on the Closing Date.


 


(ii)                                  Subject to the terms and conditions of this
Agreement, Lender hereby agrees to make future advances on the Senior Loan from
time to time on any Payment Date on or prior to the Final TI/LC Advance Date in
the amount required to reimburse Borrower for the costs of Tenant Improvements
and Leasing Commissions actually incurred by Borrower in respect of new Leases
entered into in accordance with this Agreement, subject to the dollar
limitations per rentable square foot set forth in Schedule C (each such
advance, a “TI/LC Advance”), upon satisfaction of the conditions precedent
thereto set forth in Section 8.2. The sum of all TI/LC Advances shall
not exceed $13.5 million (the “Maximum TI/LC Advance Amount”). Borrower’s
liability for payment of interest on account of the TI/LC Advances shall be
limited to and calculated with respect to the portion of the Maximum TI/LC
Advance Amount actually disbursed pursuant to the terms of this Agreement (the “Funded
TI/LC Advance Amount”), except that on each Payment Date through and
including the Final TI/LC Advance Date, Borrower shall also pay the Monthly
Unfunded Fee in respect of the portion of the Maximum TI/LC Amount not yet
disbursed (the “Unfunded TI/LC Advance Amount”). The TI/LC Advances are
not in the nature of a revolving credit facility, and amounts borrowed and
repaid may not be re-borrowed.


 


(b)                                 Junior Loan. On the Closing Date, subject to the terms and conditions of this
Agreement, Lender shall make a loan to Borrower in the principal amount of $23
million (the “Junior Loan”), which shall be funded in full at Closing.
The Senior Loan and the Junior Loan are collectively referred to herein as the “Loan”.


 


(c)                                  Collateral. The Senior Loan and the Junior Loan shall each be secured by the
Presidents Collateral and RKB Borrower’s 100% membership interest in the
Presidents Borrower. In addition, the Junior Loan shall be secured by the
remainder of the RKB Collateral.


 


(d)                                 Joint and Several Liability. All obligations hereunder of the entities comprising
Borrower shall be joint and several, except that the maximum liability of the
RKB Borrower in respect of repayment of the Indebtedness shall be the Junior
Indebtedness. Except for prepayments that occur during the continuance of an
Event of Default or that result from a Casualty or Condemnation at the
Properties, all principal repayments of the Loan shall be applied first to the
Junior Loan, until the Junior Indebtedness has been repaid in full, and then to
the Senior Loan, until the Senior Loan Indebtedness has been repaid in full.


 


(e)                                  Obligations of RKB Borrower and Individual
Sponsors After Payment in Full of Junior Indebtedness. Notwithstanding any other provision of this
Agreement or any of


 


27





















 


the Loan Documents, at such
time that the Junior Indebtedness has been reduced to zero, (i) RKB Borrower
shall have no liability or obligation for the performance of any of RKB
Borrower’s obligations under this Agreement or any of the Loan Documents other
than (x) its obligations under the Environmental Indemnity and Cooperation
Agreement and (y) its obligations as Sponsor pursuant to Sections 9.14
and 9.19, except that indemnity obligations of RKB Borrower under Sections
5.18, 9.14 and 9.19 as they relate to the Junior Loan and are
attributable to acts or omissions occurring prior to the time that the Junior
Indebtedness has been reduced to zero shall survive any such reduction of the
Junior Indebtedness to zero, (ii) the Individual Sponsors shall have no
liability or obligation for the performance of any of the Individual Sponsors’
obligations under this Agreement or any of the Loan Documents, except that
indemnity obligations of Individual Sponsors under Section 9.19 as they
relate to the Junior Loan and are attributable to acts or omissions occurring
prior to the time that the Junior Indebtedness has been reduced to zero shall
survive any such reduction of the Junior Indebtedness to zero, (iii) the RKB
Cash Management Agreement, the Equity Pledge Agreement and the Distribution
Rights Pledge Agreement shall be terminated and shall have no further force or
effect and the RKB Collateral shall be released in its entirety, and (iv) there
shall be no requirement under Sections 5.12, 5.13 or 5.14 to provide any
financial statements of the RKB Borrower.


 


1.2.                              The Term.


 


(a)                                  The Maturity Date of the Loan shall initially
be the Payment Date in January 2006 (the “Initial Maturity Date”), or
such earlier date as may result from acceleration.


 


(b)                                 Borrower shall have the option to extend the
scheduled Maturity Date of the Loan to the Payment Date in the month containing
the six-month anniversary of the Initial Maturity Date (the “Extended
Maturity Date”, and the period of such extension, the “Extension Term”),
provided that (i) Borrower shall deliver to Lender written notice of
such extension at least 30 and not more than 60 days prior to the Initial
Maturity Date; (ii) no Event of Default shall be continuing on either the date
of such notice or the Initial Maturity Date; (iii) Borrower shall have obtained
an Interest Rate Cap Agreement for the Extension Term and collaterally assigned
such Interest Rate Cap Agreement to Lender pursuant to an Assignment of
Interest Rate Cap Agreement; (iv) the pro-forma NOI of the Properties for the
12 months following the Initial Maturity Date, as determined by Lender based on
leases then in place, shall be equal to at least $8,600,000 on the date of such
notice and on the Initial Maturity Date; and (v) Borrower shall have paid all
reasonable out-of-pocket expenses incurred by Lender in connection with such extension.


 


1.3.                              Interest and Principal.


 


(a)                                  Commencing with the Initial Payment Date and
on each and every Payment Date thereafter, Borrower shall pay:


 


(i)                                     interest on the Senior Principal Indebtedness
for the applicable Interest Accrual Period at a rate per annum equal to the sum
of LIBOR, determined as of the Interest Determination Date immediately
preceding such Interest Accrual Period, plus the Senior Spread (except
that interest shall be payable on the Senior Indebtedness,


 


28





















 


including
due and unpaid interest, at the Default Rate with respect to any portion of
such Interest Accrual Period falling during the continuance of an Event of
Default);


 


(ii)                                  interest on the Junior Principal Indebtedness
for the applicable Interest Accrual Period at a rate per annum equal to the sum
of LIBOR, determined as of the Interest Determination Date immediately
preceding such Interest Accrual Period, plus the Junior Spread (except
that interest shall be payable on the Junior Indebtedness, including due and
unpaid interest, at the Default Rate with respect to any portion of such
Interest Accrual Period falling during the continuance of an Event of Default);
and


 


(iii)                               the Monthly Unfunded Fee, if any.


 


Interest accruing for the first Interest Accrual
Period shall be prepaid on the Closing Date from the Loan proceeds otherwise to
be disbursed to Borrower at Closing. Interest payable hereunder shall be
computed on the basis of a 360-day year and the actual number of days elapsed.
All payments made by Borrower hereunder or under the other Loan Documents shall
be made irrespective of, and without any deduction for, any setoffs or
counterclaims.


 


(b)                                 On each Payment Date falling in the first
month of a Fiscal Quarter (other than the Payment Date in January 2005),
Borrower shall make a principal repayment of the Loan in the amount of $2
million, which shall be applied toward the reduction of the Junior Principal Indebtedness.


 


(c)                                  The entire outstanding Principal
Indebtedness, together with all accrued but unpaid interest thereon to but
excluding the Maturity Date and all other amounts then due under the Loan
Documents, shall be due and payable by Borrower to Lender on the Maturity Date.


 


(d)                                 Upon the occurrence of any initial public
offering in respect of Republic Properties Corporation or any of its
affiliates, the Loan shall immediately become due and payable and shall be
repaid from the proceeds thereof, which repayment shall be accompanied by all
accrued and unpaid interest thereon (plus, if not occurring on a Payment Date,
the amount of interest that would have accrued on the amount repaid had it
remained outstanding through the end of the Interest Accrual Period in which
such prepayment occurs) and all other amounts then due and payable hereunder and
under the other Loan Documents.


 


(e)                                  If RKB Borrower, RPT Holding LLC or any RKB
Subsidiary shall receive any Net RKB Capital Event Proceeds prior to the time
that the Junior Indebtedness has been reduced to zero, RKB Borrower shall cause
such Net RKB Capital Event Proceeds to be remitted directly to Lender on the
date such Net RKB Capital Event Proceeds are received by such RKB Subsidiary,
and such amounts shall be applied toward the prepayment of the Junior Principal
Indebtedness. Any and all such prepayments shall be accompanied by all accrued
and unpaid interest thereon (plus, if not occurring on a Payment Date, the
amount of interest that would have accrued on the principal amount so prepaid
had it remained outstanding through the end of the Interest Accrual Period in
which such prepayment is made).


 


(f)                                    Any payments of interest and principal (other
than the balloon payment due on the Maturity Date) not paid within two (2) days
of (and including) the date on which it is


 


29





















 


due
hereunder shall, when paid, be accompanied by a late fee in an amount equal to
5% times the amount of such late payment. In addition, any payments of interest
and principal not paid on the date on which it is due hereunder shall bear
interest at the applicable Default Rate. Borrower acknowledges that (i) a
delinquent payment will cause damage to Lender; (ii) the late fee is intended
to compensate Lender for the loss of use of the delinquent payment and the
expense incurred and time and effort associated with recovering the delinquent
payment; (iii) it will be extremely difficult and impractical to ascertain the
extent of Lender’s damages caused by the delinquency; and (iv) the late fee
represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from
the delinquency and is not a penalty.


 


1.4.                              Interest Rate Cap Agreements.


 


(a)                                  If Borrower exercises its option to extend
the term of the Loan pursuant to Section 1.2(b), then on or prior to the
commencement of the Extension Term, Borrower shall obtain, and thereafter
maintain in effect, an Interest Rate Cap Agreement having (x) a term coterminous
with the Extension Term, (y) a notional amount at least equal to the Principal Indebtedness
as of the first day of such Extension Term, and (z) a LIBOR strike rate equal
to or less than the LIBOR Strike Rate, and Borrower shall deliver to Lender a
legal opinion or opinions from counsel to the applicable Acceptable
Counterparty (which counsel may be internal counsel) in substantially the form
of Exhibit C.


 


(b)                                 Borrower shall collaterally assign to Lender
pursuant to an Assignment of Interest Rate Cap Agreement all of its right,
title and interest in any and all payments under the Interest Rate Cap
Agreement and shall deliver to Lender an executed counterpart of such Interest Rate
Cap Agreement and obtain the consent of the Acceptable Counterparty to such
collateral assignment (as evidenced by the Acceptable Counterparty’s execution
of such Collateral Assignment of Interest Rate Cap Agreement).


 


(c)                                  Borrower shall comply with all of its
obligations under the terms and provisions of the Interest Rate Cap Agreement.
All amounts paid under the Interest Rate Cap Agreement shall be deposited
directly into the Presidents Cash Management Account. Borrower shall take all
actions reasonably requested by Lender to enforce Lender’s rights under the
Interest Rate Cap Agreement in the event of a default by the counterparty
thereunder and shall not waive, amend or otherwise modify any of its rights thereunder.


 


(d)                                 If, at any time during the term of the Loan,
the counterparty to the Interest Rate Cap Agreement then in effect ceases to be
an Acceptable Counterparty and thereafter fails to abide by the requirements
set forth in such Interest Rate Cap Agreement with respect to ratings
downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap
Agreement satisfying the requirements set forth in paragraph (a) above, with a
counterparty that is an Acceptable Counterparty.


 


1.5.                             Method and Place of Payment. Except as otherwise specifically provided in this Agreement, all
payments and prepayments under this Agreement and the Notes (including any
deposit into the Presidents Cash Management Account pursuant to Sections
3.2(c) or (d)) shall be made to Lender not later than 11:00 a.m., New York
City time, on the date when due and shall be made in lawful money of the United
States of America by wire transfer in federal or


 


30





















 


other
immediately available funds to the account specified from time to time by
Lender. Any funds received by Lender after such time shall be deemed to have
been paid on the next succeeding Business Day. Lender shall notify Borrower in
writing of any changes in the account to which payments are to be made. If the
amount received from Borrower (or from the Presidents Cash Management Account
pursuant to Section 3.2(a)) is less than the sum of all amounts then due
and payable hereunder, such amount shall be applied, at Lender’s sole discretion,
toward the components of the Indebtedness (e.g., interest, principal and
other amounts payable hereunder), the Loan and the Notes in such sequence as
Lender shall elect in its sole discretion, or toward the payment of Taxes,
Operating Expenses, and Capital Expenditures.


 


1.6.                            Regulatory Change.
If, as a result of any Regulatory Change, any reserve, special deposit or
similar requirements relating to any extensions of credit or other assets of,
or any deposits with, any Lender is imposed, modified or deemed applicable and
the result is to increase the cost to such Lender of making LIBOR-based loans,
or to reduce the amount receivable by Lender hereunder in respect of any
portion of the Loan with respect to LIBOR-based loans by an amount deemed by such
Lender to be material (such increases in cost and reductions in amounts
receivable, “Increased Costs”), then Borrower agrees that it will pay to
Lender upon Lender’s request such additional amount or amounts (based upon a
reasonable allocation thereof by such Lender to the LIBOR-based loans made by
such Lender) as will compensate such Lender for such Increased Costs to the
extent that such Increased Costs are reasonably allocable to the Loan. Lender
will notify Borrower in writing of any event occurring after the Closing Date
which will entitle Lender to compensation pursuant to this Section 1.6
as promptly as practicable after it obtains knowledge thereof and determines to
request such compensation and will designate a different lending office if such
designation will avoid the need for, or reduce the amount of, such compensation
and will not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender. If such Lender shall fail to notify Borrower of
any such event within 90 days following the end of the month during which such event
occurred, then Borrower’s liability for any amounts described in this Section
incurred by such Lender as a result of such event shall be limited to those
attributable to the period occurring subsequent to the 90th day prior to the
date upon which such Lender actually notified Borrower of the occurrence of
such event. Notwithstanding the foregoing, in no event shall Borrower be required
to compensate any Lender for any portion of the income or franchise taxes of
Lender, whether or not attributable to payments made by Borrower. If a Lender
requests compensation under this Section 1.6, Borrower may, by notice to
Lender, require that such Lender furnish to Borrower a statement setting forth
in reasonable detail the basis for requesting such compensation and the method
for determining the amount thereof.


 


1.7.                            Taxes.


 


(a)                                  Borrower agrees to indemnify Lender against
any present or future stamp, documentary or other similar or related taxes or
other similar or related charges now or hereafter imposed, levied, collected,
withheld or assessed by any United States Governmental Authority by reason of
the execution and delivery of the Loan Documents and any consents, waivers, amendments
and enforcement of rights under the Loan Documents.


 


(b)                                 If Borrower is required by law to withhold or
deduct any amount from any payment hereunder in respect of any U.S. Tax,
Borrower shall withhold or deduct the appropriate


 


31





















 


amount, remit such amount to
the appropriate Governmental Authority and pay to each Person to whom there has
been an Assignment or participation of a Loan and who is not a U.S. Person such
additional amounts as are necessary in order that the net payment of any amount
due to such non-U.S. Person hereunder after deduction for or withholding in
respect of any U.S. Tax imposed with respect to such payment (or in lieu
thereof, payment of such U.S. Tax by such non-U.S. Person), will not be less
than the amount stated in this Agreement to be then due and payable; except
that the foregoing obligation to pay such additional amounts shall not apply
(i) to any assignee that has not complied with the obligations contained in Section
9.7(c), (ii) to any U.S. Taxes imposed solely by reason of the failure by
such Person (or, if such Person is not the beneficial owner of the relevant
Loan, such beneficial owner) to comply with applicable certification,
information, documentation or other reporting requirements concerning the nationality,
residence, identity or connections with the United States of America of such
Person (or beneficial owner, as the case may be) if such compliance is required
by statute or regulation of the United States of America as a precondition to
relief or exemption from such U.S. Taxes; or (iii) with respect to any Person
who is a fiduciary or partnership or other than the sole beneficial owner of
such payment, to any U.S. Tax imposed with respect to payments made under any
Note to a fiduciary or partnership to the extent that the beneficial owner or
member of the partnership would not have been entitled to the additional
amounts if such beneficial owner or member of the partnership had been the
holder of the Note.


 


1.8.                              Release. Upon payment of the Indebtedness in full when permitted or required
hereunder, Lender shall execute instruments prepared by Borrower and reasonably
satisfactory to Lender, which, at Borrower’s election: (a) release and
discharge all Liens on all Collateral securing payment of the Indebtedness
(subject to Borrower’s obligation to pay any associated fees and expenses),
including all balances in the Collateral Accounts; or (b) assign such Liens
(and the Loan Documents) to a new lender designated by Borrower.


 


ARTICLE II


 


VOLUNTARY PREPAYMENT


 


2.1.                              Voluntary Prepayment.


 


(a)                                  Provided no Event of Default is continuing,
Borrower may voluntarily prepay the Loan in whole or in part in increments (in
the case of a partial prepayment) of not less than $250,000 on any Business Day
without penalty or fee other than the exit fee, if any, that is payable
pursuant to any side letter between Borrower and Lender. Each such prepayment
shall be accompanied by the amount of interest theretofore accrued but unpaid
in respect of the principal amount so prepaid, plus, if such prepayment is not
made on a Payment Date, the amount of interest that would have accrued thereon
had it remained outstanding through the end of the Interest Accrual Period in
which such prepayment is made. Following any such prepayment during the
Extension Term, if any, Borrower may release or transfer, free and clear of the
Lien of the Loan Documents, a portion of the notional amount of the Interest
Rate Cap Agreement equal to the amount of such prepayment.


 


32





















 


(b)                                 As a condition to any voluntary prepayment,
Borrower shall give Lender written notice (a “Prepayment Notice”) of its
intent to prepay, which notice must be given at least 30 and not more than 90
days prior to the Business Day upon which prepayment is to be made and must
specify the Business Day on which such prepayment is to be made and the amount
of such prepayment. If any such Prepayment Notice is given, then such
Prepayment Notice may be rescinded (or the date of such prepayment may be
extended) by Borrower upon delivery of written notice to Lender at least one
Business Day prior to the date specified for prepayment in the Prepayment
Notice.


 


(c)                                  All prepayments of the Loan made by Borrower
in accordance with this Agreement (other than prepayments during the
continuance of an Event of Default or that result from a Casualty or
Condemnation) shall be applied first to the Junior Loan until the Junior Principal
Indebtedness has been reduced to zero, and then to the Senior Loan until the
Senior Principal Indebtedness has been reduced to zero.


 


ARTICLE III


 


ACCOUNTS


 


3.1.                              Cash Management Accounts.


 


(a)                                  On or prior to the Closing Date, Borrower
shall establish and thereafter maintain with the Cash Management Bank (i) a
cash management account into which income from the Properties will be deposited
(the “Presidents Cash Management Account”) and (ii) a cash
management account into which RKB Excess Cash Flow will be deposited when
required to be so deposited pursuant to this Agreement (the “RKB Cash
Management Account”). As a condition precedent to the closing of the Loan,
Borrower shall cause the Cash Management Bank to execute and deliver a separate
Cash Management Agreement in respect of each of the Presidents Cash Management
Account (“Presidents Cash Management Agreement”) and the RKB Cash
Management Account (“RKB Cash Management Agreement”), each of which provides,
inter  alia, that no party other than Lender and Servicer shall
have the right to withdraw funds from the Presidents Cash Management Account or
the RKB Cash Management Account, as the case may be. The fees and expenses of
the Cash Management Bank shall be paid by Borrower. At such time that the
Junior Indebtedness is reduced to zero, the RKB Cash Management Agreement shall
terminate and there shall be no further requirement to maintain the RKB Cash
Management Account or to make any deposit to such account.


 


(b)                                 In connection with the establishment of the
Presidents Cash Management Account and the RKB Cash Management Account:


 


(i) Within five Business Days following the
Closing Date, Borrower shall deliver to each Tenant in the Properties a written
notice (a “Tenant Notice”) in the form of Exhibit A instructing
that (x) all payments under the Leases shall thereafter be transmitted by them
directly to, and deposited directly into, the Presidents Cash Management
Account and (y) such instruction may not be rescinded unless and until such
Tenant receives from Borrower or Lender a copy of Lender’s written consent to
such rescission. Borrower shall send a copy of each such written notice to
Lender and shall redeliver such notices to each Tenant until such time as such


 


33





















 


Tenant
complies therewith. Borrower covenants to cause all cash Revenues relating to
the Properties and all other money received by Borrower or the Approved
Property Manager with respect to the Properties (other than tenant security
deposits required to be held in escrow accounts) to be deposited in the
Presidents Cash Management Account by the end of the first Business Day
following Borrower’s or the Approved Property Manager’s receipt thereof; and
Borrower shall be permitted to deposit in the Presidents Cash Management
Account such additional amounts as Borrower may elect; and


 


(ii) Prior to the Closing Date, Borrower
shall deliver to Lender a written acknowledgment from each RKB Subsidiary (a “Distribution
Acknowledgment”) in the form of Exhibit F agreeing and acknowledging
that prior to such time that the Junior Indebtedness has been reduced to zero,
(x) to the extent any RKB Subsidiary shall make a distribution of RKB Excess
Cash Flow, such distribution shall be directly deposited into the RKB Cash
Management Account; (y) during the continuance of an Event of Default, at the
request of Lender, each RKB Subsidiary shall distribute all available RKB
Excess Cash Flow, after payment of property-related expenses approved by Lender
(pursuant to an approved budget or otherwise), directly into the RKB Cash
Management Account to the extent such distribution is not prohibited under the
applicable RKB Subsidiary Loan Documents; and (z) each RKB Subsidiary shall
continue to distribute RKB Excess Cash Flow in accordance with the Distribution
Acknowledgment until such time as it shall receive from Borrower or Lender a
copy of Lender’s written confirmation that such instructions have been
rescinded.


 


(c)                                  Lender shall have the right to replace the
Cash Management Bank with any other financial institution reasonably
satisfactory to Borrower in which Eligible Accounts may be maintained which
will promptly execute and deliver to Lender a Cash Management Agreement in
respect of each of the Presidents Cash Management Account and the RKB Cash
Management Account (and Borrower shall cooperate with Lender in connection with
such transfer) in the event that (i) at any time the Cash Management Bank
ceases to be an Eligible Institution (unless the Collateral Accounts are
maintained as segregated trust accounts in accordance with clause (ii) of the
definition of Eligible Accounts), or (ii) the Cash Management Bank fails to
comply with the Presidents Cash Management Agreement or the RKB Cash Management
Agreement.


 


3.2.                              Distributions from Presidents Cash Management
Account and RKB Cash Management Account.


 


(a)                                  On each Payment Date, provided no Event of
Default has occurred and is continuing, Lender shall transfer amounts from the
Presidents Cash Management Account, to the extent available therein, to make
the following payments in the following order of priority:


 


(i) to Presidents Borrower,
such amounts as may be required for payments in respect of Taxes and Insurance
Premiums required to be paid hereunder that are then due and payable, as
notified to Lender by Borrower in writing at least 10 Business Days prior to
such Payment Date; provided that, at Lender’s option, Lender may
instruct the Cash Management Bank to disburse such amounts directly to the
Persons to whom such Taxes and Insurance Premium payments are due;


 


34





















 


(ii)                                  to Lender, the amount of all scheduled or
delinquent interest on the Loan and all other amounts then due and payable
under the Loan Documents;


 


(iii)                               to Presidents Borrower, an amount equal to the Budgeted Operating
Expenses for the month in which such Payment Date occurs (without duplication
of any amounts in respect of which sums have been applied pursuant to clause
(i) above), provided that the amounts disbursed to Presidents
Borrower pursuant to this clause (iii) shall be used by Borrower solely
to pay Budgeted Operating Expenses for such month or for prior months during
the Fiscal Year in which such Payment Date occurs (Borrower agreeing that, in
the event that such Budgeted Operating Expenses exceed the actual operating
expenses for such month, such excess amounts shall be remitted by Presidents
Borrower to the Presidents Cash Management Account prior to the next succeeding
Payment Date except to the extent applied to reimburse Presidents Borrower for
actual operating expenses incurred during the Fiscal Year in which such Payment
Date occurs that were in excess of Budgeted Operating Expenses for the months
that have elapsed during such Fiscal Year) and provided further that no
amounts will be disbursed to Borrower in respect of the fees of the Approved
Property Manager payable for any Fiscal Year to the extent such fees exceed 3%
of Operating Income realized for the months that have elapsed during such
Fiscal Year;


 


(iv)                              to Presidents Borrower, an amount equal to the Budgeted Capital
Expenditures for the month in which such Payment Date occurs, as well as any
additional amount reasonably requested by Presidents Borrower in writing at
least 10 Business Days prior to such Payment Date in respect of emergency
Capital Expenditures, which written request shall be accompanied by a
reasonably detailed description of the emergency (Borrower agreeing that, in
the event that such Budgeted Capital Expenditures exceed the actual capital
expenditures for such month, such excess amounts shall be remitted by Presidents
Borrower to the Presidents Cash Management Account prior to the next succeeding
Payment Date);


 


(v)                                 all remaining amounts shall remain deposited
in the Presidents Cash Management Account for application in accordance with
this Section 3.2(a) on the next Payment Date.


 


(b)                                 On each Payment Date, provided no Event of
Default has occurred and is continuing, Lender shall transfer amounts from the
RKB Cash Management Account, to the extent available therein, to make the
following payments in the following order of priority:


 


(i)                                     to the Presidents Cash Management Account,
the amount (if any) by which the amounts then on deposit in the Presidents Cash
Management Account are not sufficient to make the payments required to be made
under Section 3.2(a)(i) through (iv) (but not in excess of the
Junior Indebtedness then due and payable), and


 


(ii)                                  provided that no Event of Default is then
continuing, all remaining amounts to such other accounts as RKB Borrower may
direct.


 


35





















 


(c)                                  If on any Payment Date the amount in the
Presidents Cash Management Account shall be insufficient to make all of the
transfers described in Section 3.2(a)(i) through (iv),
taking into account any transfer into the Presidents Cash Management Account from
the RKB Cash Management Account pursuant to Section 3.2(b)(i) and
from the Shortfall Reserve Account pursuant to Section 3.8(c).
Borrower shall deposit into the President Cash Management Account on such
Payment Date the amount of such deficiency. If Borrower shall fail to make such
deposit, the same shall constitute an Event of Default and, in addition to all
other rights and remedies provided for under the Loan Documents, Lender may
disburse and apply the amounts in the Collateral Accounts in accordance with Section 3.9(c).


 


3.3.                              Loss Proceeds Account.


 


(a)                                  On or prior to the Closing Date, Borrower
shall establish and thereafter maintain with the Cash Management Bank an
account for the purpose of depositing any Loss Proceeds (the “Loss Proceeds
Account”).


 


(b)                                 Provided no Event of Default is continuing,
funds in the Loss Proceeds account shall be applied in accordance with Section 5.16.


 


3.4.                              Disbursements from Presidents Cash Management
Account for Taxes and Insurance Premiums. Borrower shall provide Lender with copies of all tax and insurance
bills relating to the Properties promptly after Borrower’s receipt thereof.
Lender may cause such payments to be made according to any bill, statement or
estimate procured from the appropriate public office or insurance carrier,
without inquiry into the accuracy of such bill, statement or estimate or into
the validity of any tax, assessment, sale, forfeiture, tax lien or title or
claim thereof unless given written advance notice by Borrower of such
inaccuracy, invalidity or other contest.


 


3.5.                              Disbursements for Budgeted Capital
Expenditures Prior to TI/LC Advances. Notwithstanding anything to the contrary contained herein, Borrower
may not request, and Lender shall have no obligation to make, a TI/LC Advance
in connection with an expenditure for which, and to the extent that, payments
made in respect of Budgeted Capital Expenditures in accordance with Section 3.2(a)(iv) are
otherwise sufficient to pay such expenditure.


 


3.6.                              Intentionally Omitted.


 


3.7.                              Intentionally Omitted.


 


3.8.                              Shortfall Reserve Account.


 


(a)                                  On or prior to the Closing Date, Borrower
shall establish and thereafter maintain with the Cash Management Bank an
account for the purpose of reserving an amount in respect of potential cash
flow shortfalls from the Properties (the “Shortfall Reserve Account”).


 


(b)                                 On the Closing Date, Borrower shall deposit
into the Shortfall Reserve Account an amount equal to the Shortfall Reserve
Amount.


 


36





















 


(c)                                  If on any Payment Date the amount in the
Presidents Cash Management Account shall be less than the sum of the payments
required to be made under Section 3.2(a)(i) through (iv) excluding
interest on the Junior Loan (after taking into account any transfer into the Presidents
Cash Management Account from the RKB Cash Management Account pursuant to Section 3.2(b)(i)),
Lender shall instruct the Cash Management Bank to disburse from the Shortfall
Reserve Account to the Presidents Cash Management Account an amount equal to
the difference between the sum of the payments required to be made under Section 3.2(a)(i) through
(iv) excluding interest on the Junior Loan and the amount then on
deposit in the Presidents Cash Management Account to cover such deficiency. If
on any Payment Date the amount in the Shortfall Reserve Account is insufficient
to cover the entire amount of such deficiency, Borrower shall deposit into the
Presidents Cash Management Account on such Payment Date the amount of such
deficiency. If Borrower shall fail to make such deposit, the same shall
constitute an Event of Default and, in addition to all other rights and
remedies provided for under the Loan Documents, Lender may disburse and apply
the amounts in the Collateral Accounts in accordance with Section 3.9(c).


 


3.9.                              Account Collateral.


 


(a)                                  Borrower hereby grants a perfected
first-priority security interest in favor of Lender in and to the Account
Collateral as security for the Indebtedness, together with all rights of a
secured party with respect thereto. Each Collateral Account shall be an
Eligible Account under the sole dominion and control of Lender and shall be in
the name of Borrower, as pledgor, and Lender, as pledgee. Borrower shall have
no right to make withdrawals from any of the Collateral Accounts. Funds in the
Collateral Accounts shall not be commingled with any other monies at any time.
Borrower shall execute any additional documents that Lender in its reasonable
discretion may require and shall provide all other evidence reasonably
requested by Lender to evidence or perfect its first-priority security interest
in the Account Collateral.


 


(b)                                 The insufficiency of amounts contained in the
Collateral Accounts shall not relieve Borrower from its obligation to fulfill
all covenants contained in the Loan Documents.


 


(c)                                  During the continuance of an Event of
Default, Lender may, in its sole discretion, apply funds in the Collateral
Accounts, and funds resulting from the liquidation of Permitted Investments
contained in the Collateral Accounts, either toward the components of the Indebtedness
(e.g., interest, principal and other amounts payable hereunder), the
Loan and the Notes in such sequence as Lender shall elect in its sole
discretion, and/or toward the payment of Taxes, Operating Expenses and Capital
Expenditures.


 


3.10.                        Permitted Investments.


 


(a)                                  So long as no Event of Default shall be
continuing, Borrower shall be permitted to direct the investment of the funds
from time to time held in the Collateral Accounts in Permitted Investments and
to sell or liquidate such Permitted Investments and reinvest proceeds from such
sale or liquidation in other Permitted Investments (but Lender shall have no
liability whatsoever in respect of any failure by the Cash Management Bank to
do so), with all such proceeds and reinvestments to be held in the applicable
Collateral Account; provided,


 


37





















 


however, that the maturity of an adequate portion of
the Permitted Investments on deposit in the Collateral Accounts shall be no
later than the Business Day immediately preceding the date on which such funds
are required to be withdrawn therefrom pursuant to this Agreement, and provided
further that Borrower shall remit into the applicable Collateral Account
an amount equal to any losses realized on Permitted Investments contained
therein. No Permitted Investment shall be liquidated at a loss at the direction
of Borrower except to the extent necessary to make a required payment to Lender
on a Payment Date.


 


(b)                                 All income and gains from the investment of
funds in the Collateral Accounts shall be retained in the Collateral Accounts
from which they were derived. As between Borrower and Lender, Borrower shall
treat all income, gains and losses from the investment of amounts in the
Collateral Accounts as its income or loss for federal, state and local income
tax purposes.


 


(c)                                  After the Loan and all other Indebtedness
have been paid in full, the Collateral Accounts shall be closed and the
balances therein, if any, shall be paid to Borrower.


 


3.11.                        Bankruptcy. Borrower and Lender acknowledge and agree that upon the filing of a
bankruptcy petition by or against Borrower under the Bankruptcy Code, the
Account Collateral and the Revenues (whether then already in the Collateral
Accounts, or then due or becoming due thereafter) shall be deemed not to be
property of Borrower’s bankruptcy estate within the meaning of Section 541
of the Bankruptcy Code. However, if a court of competent jurisdiction
determines that, notwithstanding the foregoing characterization of the Account
Collateral and the Revenues by Borrower and Lender, the Account Collateral
and/or the Revenues do constitute property of Borrower’s bankruptcy estate,
then Borrower and Lender further acknowledge and agree that all such Revenues,
whether due and payable before or after the filing of the petition, are and
shall be cash collateral of Lender. Borrower acknowledges that Lender does not
consent to Borrower’s use of such cash collateral and that, in the event Lender
elects (in its sole discretion) to give such consent, such consent shall only
be effective if given in writing signed by Lender. Except as provided in the
immediately preceding sentence, Borrower shall not have the right to use or
apply or require the use or application of such cash collateral (i) unless
Borrower shall have received a court order authorizing the use of the same, and
(ii) Borrower shall have provided such adequate protection to Lender as
shall be required by the bankruptcy court in accordance with the Bankruptcy
Code.


 


ARTICLE IV


 


REPRESENTATIONS


 


Borrower represents to Lender that, as of the Closing Date, except as
set forth in the Exception Report:


 


4.1.                              Organization.


 


(a)                                  (i) Presidents Borrower, RPT Holding LLC
and RPT Holding LLC’s Single-Purpose Equityholder are each a limited liability
company, duly organized, validly existing and in good standing under the laws
of the State of Delaware, and is in good standing as a foreign limited
liability company in each other jurisdiction where ownership of its properties
or


 


38





















 


the
conduct of its business requires it to be so, and has all power and authority
under such laws and its organizational documents and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted.


 


(ii)                                  RKB Borrower is a limited partnership, duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and is in good standing as a foreign limited partnership in each
other jurisdiction where ownership of its properties or the conduct of its
business requires it to be so, and has all power and authority under such laws
and its organizational documents and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.


 


(b)                                 (i) Presidents Borrower has no
subsidiaries and does not own any equity interest in any other Person.


 


(ii) Other than the RKB Subsidiaries, RPT Holding LLC, RPT Holding
LLC’s Single-Purpose Equityholder and Presidents Borrower, RKB Borrower has no
subsidiaries and does not own any equity interest in any other Person.


 


(iii) RPT Holding LLC has no subsidiaries and does not own any
equity interests in any other Person other than Presidents Borrower.


 


(iii) RPT Holding LLC’s Single-Purpose Equityholder has no
subsidiaries and does not own any equity interest in any other Person other
than RPT Holding LLC.


 


(c)                                 The organizational chart contained in Schedule G
is true and correct as of the date hereof.


 


4.2.                              Authorization. Borrower has the power and authority to
enter into this Agreement and the other Loan Documents, to perform its
obligations hereunder and thereunder and to consummate the transactions
contemplated by the Loan Documents and has by proper action duly authorized the
execution and delivery of the Loan Documents. RPT Holding LLC has the power and
authority to enter into the Equity Pledge Agreement, to perform its obligations
hereunder and thereunder and to consummate the transactions contemplated by the
Equity Pledge Agreement and has by proper action duly authorized the execution
and delivery of the Equity Pledge Agreement.


 


4.3.                              No Conflicts. Neither the execution and delivery of the
Loan Documents, nor the consummation of the transactions contemplated therein,
nor performance of and compliance with the terms and provisions thereof will (i) violate
or conflict with any provision of its operating agreement, certificate of
formation or other governance document, (ii) violate any law, regulation
(including Regulation U, Regulation X or Regulation T), order, writ, judgment, injunction,
decree or permit applicable to it, (iii) violate or conflict with
contractual provisions of, or cause an event of default under, any indenture,
loan agreement, mortgage, contract or other Material Agreement to which
Borrower, RPT Holding LLC, RPT Holding LLC’s Single-Purpose Equityholder or
Sponsor is a party or by which Borrower, RPT Holding LLC, RPT Holding LLC’s
Single-Purpose Equityholder or Sponsor may be bound, or (iv) result in or
require the creation of any Lien upon or with respect to the Collateral in
favor of any party other than Lender.


 


39





















 


4.4.                              Consents. No consent, approval, authorization or order of, or qualification with,
any court or Governmental Authority is required in connection with the
execution, delivery or performance by Borrower of this Agreement or the other
Loan Documents, except for any of the foregoing which have already been
obtained.


 


4.5.                              Enforceable Obligations. This Agreement and the other Loan Documents
have been duly executed and delivered by Borrower and constitute Borrower’s
legal, valid and binding obligations, enforceable in accordance with their
respective terms, subject to bankruptcy, insolvency and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles. The Equity Pledge Agreement has been duly executed and delivered by
RPT Holding LLC and constitutes RPT Holding LLC’s legal, valid and binding obligations,
enforceable in accordance with its terms, subject to bankruptcy, insolvency and
similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles. The Loan Documents are not subject to
any right of rescission, set-off, counterclaim or defense by Borrower,
including the defense of usury.


 


4.6.                              No Default. No material Default or Event of Default, and no event of default
under the RKB Subsidiary Loan Documents, will exist immediately following the making
of the Loan.


 


4.7.                              Payment of Taxes. Borrower, RPT Holding LLC and RPT Holding
LLC’s Single-Purpose Equityholder have each filed, or caused to be filed, all
tax returns (federal, state, local and foreign) required to be filed and paid
all amounts of taxes due (including interest and penalties) except for taxes
which are not yet delinquent and has paid all other taxes, fees, assessments
and other governmental charges (including mortgage recording taxes, documentary
stamp taxes and intangible taxes) owing by it necessary to preserve the Liens
in favor of Lender.


 


4.8.                              Compliance with Law. Borrower, the Properties and the use
thereof comply in all material respects with all applicable Insurance
Requirements and Legal Requirements, including building and zoning ordinances
and codes. The Properties conform to current zoning requirements and is neither
an illegal nor a legal nonconforming use. Borrower is not in default or
violation of any order, writ, injunction, decree or demand of any Governmental Authority
the violation of which could adversely affect the Properties or the condition
(financial or otherwise) or business of Borrower. There has not been committed
by or on behalf of Borrower or, to the best of Borrower’s knowledge, any other
person in occupancy of or involved with the operation or use of the Properties,
any act or omission affording any federal Governmental Authority or any state
or local Governmental Authority the right of forfeiture as against the
Properties or any portion thereof or any monies paid in performance of its
obligations under any of the Loan Documents. Neither Borrower nor Sponsor has
purchased any portion of the Properties with proceeds of any illegal activity.


 


4.9.                              ERISA. Neither Borrower nor any ERISA Affiliate of Borrower has incurred or
could be subjected to any liability under Title IV or Section 302 of ERISA
or Section 412 of the Code or maintains or contributes to, or is or has
been required to maintain or contribute to, any employee benefit plan (as
defined in Section 3(3) of ERISA) subject to Title IV or Section 302
of ERISA or Section 412 of the Code. The consummation of the transactions contemplated
by this Agreement will not constitute or result in any non-exempt prohibited


 


40





















 


transaction
under Section 406 of ERISA, Section 4975 of the Code or substantially
similar provisions under federal, state or local laws, rules or
regulations.


 


4.10.                        Government Regulation. Borrower is not an “investment company”, or
a company “controlled” by an “investment company”, registered or required to be
registered under the Investment Company Act of 1940, as amended. Borrower is
not a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate”
or either a “holding company” or a “subsidiary company” within the meaning of
the Public Utility Holding Company Act of 1935, as amended.


 


4.11.                        No Bankruptcy Filing. Neither Borrower, RPT Holding LLC nor RPT Holding
LLC’s Single-Purpose Equityholder is contemplating either the filing of a
petition by it under any state or federal bankruptcy or insolvency laws or the
liquidation of all or a major portion of its assets or property. Borrower does
not have knowledge of any Person contemplating the filing of any such petition
against it or RPT Holding LLC or RPT Holding LLC’s Single-Purpose Equityholder.


 


4.12.                        Other Debt. Presidents Borrower, RPT Holding LLC and RPT Holding LLC’s
Single-Purpose Equityholder do not have outstanding any Debt other than
Permitted Debt.


 


4.13.                        Litigation. There are no actions, suits, proceedings, arbitrations or governmental
investigations by or before any Governmental Authority or other agency now pending,
and to the best of Borrower’s knowledge there are no such actions, suits,
proceedings, arbitrations or governmental investigations threatened against or
affecting Borrower, RPT Holding LLC, RPT Holding LLC’s Single-Purpose
Equityholder or the Properties, in each case, except as listed in the Exception
Report (and there are no actions, suits, proceedings, arbitrations or
governmental investigations by or before any Governmental Authority or other
agency now pending, and to the best of Borrower’s knowledge there are no such
actions, suits, proceedings, arbitrations or governmental investigations
threatened, against or affecting Borrower, RPT Holding LLC, RPT Holding LLC’s
Single-Purpose Equityholder or the Properties, in each case, whether or not
listed in the Exception Report, which alone or in the aggregate, if determined against
Borrower or the Properties, could result in a Material Adverse Effect).


 


4.14.                        Leases: Material Agreements.


 


(a)                                  Borrower has delivered to Lender true and
complete copies of all Leases. No person has any possessory interest in the Properties
or right to occupy the same except under and pursuant to the provisions of the
Leases. To the best of Borrower’s knowledge, (i) the rent roll attached to
this Agreement as Schedule E (the “Rent Roll”) is true and
correct as of the Closing Date; and (ii) except as indicated on the Rent
Roll, no security deposits are being held by Borrower, no Tenant has any
extension, renewal or termination options, no Tenant or other party has any
option, right of first refusal or similar preferential right to purchase or
lease all or any portion of the Properties, no fixed rent has been paid more
than 30 days in advance of its due date and no payments of rent are more than
30 days delinquent.


 


41





















 


(b)                                 To the best of Borrower’s knowledge, except
as indicated in Schedule D, all work to be performed by the
landlord under the Leases has been substantially performed, all contributions
to be made by the landlord to the Tenants thereunder have been made, all other conditions
to each Tenant’s obligations thereunder have been satisfied, no Tenant has the
right to require Borrower to perform or finance Tenant Improvements or Material
Alterations and no Leasing Commissions are owed or would be owed upon the
exercise of any Tenant’s existing renewal or expansion options.


 


(c)                                  There are no Material Agreements except as
described in Schedule F. Borrower has made available to Lender true
and complete copies of all Material Agreements. Each Material Agreement
executed by Borrower has been entered into at arm’s length in the ordinary
course of business by or on behalf of Borrower.


 


(d)                                 The Leases and, to the best of Borrower’s
knowledge, the Material Agreements, are in full force and effect and there are
no defaults thereunder by Borrower or, to Borrower’s best knowledge, any other
party thereto. Borrower is not in default in any material respect in the
performance, observance or fulfillment of any of the obligations, covenants or conditions
contained in any Permitted Encumbrance or any other agreement or instrument to which
it is a party or by which it or any of the Properties are bound.


 


4.15.                        Full and Accurate Disclosure. To Borrower’s knowledge, no statement of fact
heretofore delivered by Borrower to Lender in writing in respect of the
Properties or the Borrower contains any untrue statement of a material fact or
omits to state any material fact necessary to make statements contained therein
not misleading unless subsequently corrected. There is no fact presently
actually known to Borrower which has not been disclosed to Lender which is
reasonably likely to result in a Material Adverse Effect.


 


4.16.                        Financial Condition. All financial data concerning Borrower, RPT
Holding LLC, RPT Holding LLC’s Single-Purpose Equityholder and the Properties
heretofore provided to Lender fairly presents the financial position thereof in
all material respects, as of the date on which it was made, and does not omit
to state any fact necessary to make statements contained herein or therein not
misleading. Since the delivery of such data, except as otherwise disclosed in
writing to Lender, there have occurred no changes or circumstances in the
financial position of Borrower, RPT Holding LLC, RPT Holding LLC’s
Single-Purpose Equityholder or the Properties which have had or are reasonably
likely to result in a Material Adverse Effect.


 


4.17.                        Single-Purpose Requirements. Presidents Borrower, RPT Holding LLC and
RPT Holding LLC’s Single-Purpose Equityholder are now, and, except with respect
to clauses (r), (s) and (t) in the definition of Single-Purpose Entity, have
always been since their formation, a Single-Purpose Entity.


 


4.18.                        Location of Chief Executive Offices. The location of Borrower’s principal place
of business and chief executive office is the address listed in Section 9.4.


 


4.19.                        Not Foreign Person: Not Prohibited Person. Borrower is not a “foreign person” within
the meaning of Section 1445(f)(3) of the Code. Borrower warrants,
represents and covenants that neither Borrower nor Sponsor is or will be an entity
or person (i) that is listed


 


42





















 


in
the Annex to, or is otherwise subject to the provisions of Executive Order
13224 issued on September 24, 2001 (“EO13224”), (ii) whose
name appears on the United States Treasury Department’s Office of Foreign
Assets Control (“OFAC”) most current list of “Specifically Designated
National and Blocked Persons” (which list may be published from time to time in
various mediums including, but not limited to, the OFAC website,
http:www.treas.gov/ofac/tl lsdn.pdf) (iii) who commits, threatens to
commit or supports “terrorism”, as that term is defined in EO 13224, or (iv) who
is otherwise affiliated with any entity or person listed above (any and all
parties or persons described in clauses (i) through (iv) above are
herein referred to as a “Prohibited Person”). Borrower covenants and
agrees that neither Borrower nor Sponsor will (x) knowingly conduct any
business, nor engage in any transaction or dealing, with any Prohibited Person,
including, but not limited to, knowingly making or receiving any contribution
of funds, goods, or services, to or for the benefit of a Prohibited Person in
violation of applicable laws, or selling or otherwise transferring an interest
in itself to any Prohibited Person or (y) knowingly engage in or conspire to
engage in any transaction that evades or avoids, or has the purpose of evading
or avoiding, or attempts to violate, any of the prohibitions set forth in
EO13224. Borrower further covenants and agrees to deliver (from time to time)
to Lender any such certification or other evidence as may be reasonably
requested by Lender, confirming that (i) neither Borrower nor Sponsor is a
Prohibited Person and (ii) neither Borrower nor Sponsor has knowingly engaged
in any business, transaction or dealings with a Prohibited Person, including,
but not limited to, knowingly making or receiving any contribution of funds,
goods, or services, to or for the benefit of a Prohibited Person in violation
of applicable laws.


 


4.20.                        Labor Matters. Borrower is not a party to any collective
bargaining agreements.


 


4.21.                        Title. Presidents Borrower owns good, marketable and insurable title in fee
to the Properties and good and marketable title to the related personal
property, to the Collateral Accounts (other than the RKB Cash Management
Account) and to any other Presidents Collateral, in each case free and clear of
all Liens whatsoever except the Permitted Encumbrances. RKB Borrower owns good
title to the RKB Collateral (other than the membership interests in Presidents
Borrower), free and clear of all Liens except Permitted Encumbrances. RPT
Holding LLC’s Single-Purpose Equityholder owns good title to its 1% membership
interest in RPT Holding LLC, free and clear of all Liens except Permitted Encumbrances.
RTP Holding LLC owns good title to the membership interests in Presidents Borrower,
free and clear of all Liens except Permitted Encumbrances. The Mortgage, when properly
recorded in the appropriate records, together with the Assignment of Rents and
Leases and any Uniform Commercial Code financing statements required to be
filed in connection therewith, will create (i) valid, perfected first
priority Lien on the Properties and the rents therefrom, enforceable as such
against creditors of and purchasers from Borrower and subject only to Permitted
Encumbrances, and (ii) perfected Liens (pursuant to the Uniform Commercial
Code of the State of Delaware) in and to all personalty, all in accordance with
the terms thereof, in each case subject only to any applicable Permitted
Encumbrances. The Equity Pledge Agreement and the other Loan Documents, upon
delivery of the certificates evidencing the securities included in the RKB
Collateral and, to the extent that perfection of any portion of the RKB
Collateral may occur only by filing of a financing statement, upon the filing
of a UCC financing statement in the appropriate jurisdiction, create and
constitute a valid and perfected


 


43





















 


first
priority Lien on the RKB Collateral, free and clear of all Liens other than the
Permitted Encumbrances. The Permitted Encumbrances do not and will not
materially and adversely affect or interfere with (x) the value, or current use
or operation, of the Properties, (y) the security intended to be provided by
the Mortgage, the Equity Pledge Agreement or any other Loan Document or (z)
Borrower’s ability to repay the Indebtedness in accordance with the terms of
the Loan Documents. Except as insured over by a Qualified Title Insurance
Policy, there are no claims for payment for work, labor or materials affecting
the Properties which are or may become a Lien prior to, or of equal priority
with, the Liens created by the Loan Documents. No creditor of Borrower other
than Lender has in its possession any goods that constitute or evidence the
Collateral.


 


4.22.                        No Encroachments. Except as shown on the Qualified Survey, to
the best of Borrower’s knowledge, all of the improvements on the Properties lie
wholly within the boundaries and building restriction lines of the Properties,
and no improvements on adjoining property encroach upon the Properties, and no
easements or other encumbrances upon the Properties encroach upon any of the
improvements, so as, in either case, to adversely affect the value or
marketability of the Properties, except those which are insured against by a
Qualified Title Insurance Policy.


 


4.23.                        Physical Condition.


 


(a)                                  Except for matters set forth in the
Engineering Reports, to the best of Borrower’s knowledge, the Properties
(including sidewalks, storm drainage system, roof, plumbing system, HVAC
system, fire protection system, electrical system, equipment, elevators, exterior
sidings and doors, irrigation system and all structural components) are in good
condition, order and repair in all respects material to its use, operation or
value.


 


(b)                                 Borrower is not aware of any material
structural or other material defect or damages in the Properties, whether
latent or otherwise.


 


(c)                                  Borrower has not received and is not aware of
any other party’s receipt of notice from any insurance company or bonding
company of any defects or inadequacies in the Properties which would, alone or
in the aggregate, adversely affect in any material respect the insurability of
the same or cause the imposition of extraordinary premiums or charges thereon
or of any termination or threatened termination of any policy of insurance or
bond.


 


4.24.                        Fraudulent Conveyance. Borrower has not entered into the
Transaction or any of the Loan Documents with the actual intent to hinder,
delay or defraud any creditor. Borrower has received reasonably equivalent
value in exchange for its obligations under the Loan Documents. On the Closing
Date, the fair salable value of Borrower’s aggregate assets is and will,
immediately following the making of the Loan and the use and disbursement of
the proceeds thereof, be greater than Borrower’s probable aggregate liabilities
(including subordinated, unliquidated, disputed and Contingent Obligations).
Borrower’s aggregate assets do not and, immediately following the making of the
Loan and the use and disbursement of the proceeds thereof will not, constitute
unreasonably small capital to carry out its business as conducted or as
proposed to be conducted. Borrower does not intend to, and does not believe that
it will, incur debts and liabilities (including Contingent Obligations and
other commitments)


 


44





















 


beyond
its ability to pay such debts as they mature (taking into account the timing
and amounts to be payable on or in respect of obligations of Borrower).


 


4.25.                        Management. Except for any Approved Management Agreement, no property management
agreements are in effect with respect to the Properties.


 


4.26.                        Condemnation. No Condemnation has been commenced or, to
Borrower’s knowledge, is contemplated with respect to all or any material
portion of the Properties or for the relocation of roadways providing access to
the Properties.


 


4.27.                        Utilities and Public Access. The following statements are accurate in
all material respects to the best of Borrower’s knowledge:


 


(i)                                     The Properties have adequate rights of access
to dedicated public ways (and makes no material use of any means of access or
egress that is not pursuant to such dedicated public ways or recorded,
irrevocable rights-of-way or easements) and is adequately served by all public
utilities necessary to the continued use and enjoyment of the Properties as
presently used and enjoyed.


 


(ii)                                  All public utilities necessary to the
continued use and enjoyment of the Properties as presently used and enjoyed are
located in the public right-of-way abutting the premises or in areas (“Easement
Areas”) that are the subject of recorded irrevocable easement agreements
which benefit the Properties and which are listed in Schedule A of the
Qualified Title Insurance Policy so as to be included in the coverage thereof.


 


(iii)                               All such utilities are connected so as to serve the Properties without
passing over other property other than Easement Areas.


 


(iv)                              All roads necessary for the full utilization of each of the Properties
for their current purposes have been completed and are either part of the
relevant Properties (by way of deed, easement or ground lease) or dedicated to
public use and accepted by all Governmental Authorities.


 


4.28.                        Environmental Matters. Except as disclosed in the Environmental Reports,
to the best of Borrower’s knowledge:


 


(i)                                     The Properties are in compliance in all
material respects with all Environmental Laws applicable to the Properties
(which compliance includes, but is not limited to, the possession of, and
compliance with, all environmental, health and safety permits, approvals,
licenses, registrations and other governmental authorizations required in
connection with the ownership and operation of the Properties under all
Environmental Laws).


 


(ii)                                  No Environmental Claim is pending with
respect to any of the Properties, nor, to Borrower’s knowledge, is any
threatened, nor are there any consent decrees or other decrees, consent orders,
administrative orders or other orders, or other administrative or judicial
requirements outstanding under any Environmental Law with respect to Borrower
or the Properties.


 


45





















 


(iii)                               Without limiting the generality of the foregoing, there is not present
at, on, in or under any of the Properties, any Hazardous Substances,
PCB-containing equipment, asbestos or asbestos containing materials,
underground storage tanks or surface impoundments for any Hazardous Substance,
lead in drinking water (except in concentrations that comply with all
Environmental Laws), or lead-based paint.


 


(iv)                              There have not been and are no past, present or threatened Releases of
any Hazardous Substance from or at any of the Properties that are reasonably
likely to form the basis of any Environmental Claim, and, to Borrower’s
knowledge, there is no threat of any Release of any Hazardous Substance
migrating to any of the Properties.


 


(v)                                 No Liens are presently recorded with the
appropriate land records under or pursuant to any Environmental Law with
respect to any of the Properties and, to Borrower’s best knowledge, no
Governmental Authority has been taking any action to subject any of the
Properties to Liens under any Environmental Law.


 


(vi)                              There have been no material environmental investigations, studies,
audits, reviews or other analyses conducted by or that are in the possession of
Borrower in relation to any of the Properties which have not been made
available to Lender.


 


4.29.                        Assessments. There are no pending or, to Borrower’s knowledge, proposed special or
other assessments for public improvements or otherwise affecting any of the Properties,
nor are there any contemplated improvements to any of the Properties that may
result in such special or other assessments. No extension of time for
assessment or payment by Borrower of any federal, state or local tax is in
effect.


 


4.30.                        No Joint Assessment. Borrower has not suffered, permitted or
initiated the joint assessment of the Properties (i) with any other real
property constituting a separate tax lot, or (ii) with any personal
property, or any other procedure whereby the Lien of any Taxes which may be
levied against such other real property or personal property shall be assessed
or levied or charged to the Properties as a single Lien.


 


4.31.                        Separate Lots. No portion of any of the Properties is part
of a tax lot that also includes any real property that is not Collateral.


 


4.32.                        Permits; Certificate of Occupancy. Borrower has obtained all Permits necessary
for the present and contemplated use and operation of the Properties. The uses
being made of the Properties are in conformity in all material respects with
the certificate of occupancy and/or Permits for such Properties and any other
restrictions, covenants or conditions affecting the Properties.


 


4.33.                        Flood Zone. None of the Improvements on the Properties are located in areas
identified by the Federal Emergency Management Agency or the Federal Insurance Administration
as a “100 year flood plain” or as having special flood hazards (including Zones
A, B, C, V and X and Shaded X areas), or, to the extent that any portion of the
Properties are located in such an area, the Properties are covered by flood
insurance meeting the requirements set forth in Section 5.15(a)(ii).


 


46





















 


4.34.                        Security Deposits. Borrower is in compliance in all material
respects with all Legal Requirements relating to security deposits.


 


4.35.                        Acquisition Documents. Borrower has delivered to Lender true and complete
copies of all material agreements and instruments under which Borrower or any
of its affiliates or the seller of any of the Properties have remaining rights
or obligations in respect of Borrower’s acquisition of the Properties.


 


4.36.                        Insurance. Borrower has obtained insurance policies reflecting the insurance
coverages, amounts and other requirements set forth in this Agreement. All
premiums on such insurance policies required to be paid as of the Closing Date
have been paid for the current policy period. No Person, including Borrower,
has done, by act or omission, anything which would impair the coverage of any
such policy.


 


4.37                           RKB Properties. All of the representations and warranties
contained in the RKB Subsidiary Loan Documents with respect to the RKB
Subsidiaries, RKB Borrower and RKB Properties are true and correct (except for
inaccuracies that do not constitute an event of default under the RKB
Subsidiary Loan Documents) and such representations are made to Lender as of
the Closing Date as if fully set forth herein; provided, however, that the
provisions of this Section 4.37 shall have no force or effect at such time
that the Junior Indebtedness has been reduced to zero.


 


4.38.                        No Dealings. Neither Borrower nor Sponsor is aware of any unlawful influence on
the assessed value of the Properties.


 


4.39.                        Estoppel Certificates. Borrower has delivered to Lender true and complete
copies of (a) the form(s) of estoppel certificate heretofore sent by
Presidents Borrower or an Affiliate to every Tenant at the Properties, and (b) each
estoppel certificate received back from any such Tenant prior to the Closing
Date.


 


4.40                           Survival. Borrower agrees that all of the representations of Borrower set forth
in this Agreement and in the other Loan Documents shall survive for so long as
any portion of the Indebtedness is outstanding. All representations, covenants
and agreements made by Borrower in this Agreement or in the other Loan
Documents shall be deemed to have been relied upon by Lender notwithstanding
any investigation heretofore or hereafter made by Lender or on its behalf.


 


ARTICLE V


 


AFFIRMATIVE COVENANTS


 


5.1.                              Existence. Borrower shall do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its existence and the
existence of RPT Holding LLC and RPT Holding LLC’s Single-Purpose Equityholder
as a limited liability company or limited partnership, as the case may be, and
all rights, licenses, Permits, franchises and other agreements necessary for
the continued use and operation of its business. Borrower shall deliver to
Lender a copy of each amendment or other modification to any of its
organizational


 


47





















 


documents
or any of the organizational documents of RPT Holding LLC or RPT Holding LLC’s
Single-Purpose Equityholder promptly after the execution thereof.


 


5.2.                              Maintenance of Properties. RKB Borrower shall cause Presidents Borrower
to, and Presidents Borrower will, keep the Properties in good working order and
repair, reasonable wear and tear excepted. Subject to Section 6.13,
Presidents Borrower shall from time to time make, or cause to be made, all
reasonably necessary and desirable repairs, renewals, replacements, betterments
and improvements to such properties.


 


5.3.                              Compliance with Legal Requirements. RKB Borrower shall cause Presidents
Borrower to, and Presidents Borrower shall, comply with, and shall cause the Properties
to comply with and be operated, maintained, repaired and improved in compliance
with, all Legal Requirements, Insurance Requirements and all material
contractual obligations by which Borrower is legally bound.


 


5.4.                              Impositions and Other Claims. RKB Borrower shall cause Presidents Borrower
to, and Presidents Borrower shall, pay and discharge all taxes, assessments and
governmental charges levied upon it, its income and its assets as and when such
taxes, assessments and charges are due and payable, as well as all lawful
claims for labor, materials and supplies or otherwise, subject to any rights to
contest contained in the definition of Permitted Encumbrances. RKB Borrower
shall cause Presidents Borrower to, and Presidents Borrower shall, file all
federal, state and local tax returns and other reports that it is required by
law to file. If any law or regulation applicable to Lender, any Note, the
Properties or the Mortgage is enacted that deducts from the value of property
for the purpose of taxation any Lien thereon or imposes upon Lender the payment
of the whole or any portion of the taxes or assessments or charges or Liens
required by this Agreement to be paid by Borrower or changes in any way the
laws or regulations relating to the taxation of mortgages or security
agreements or debts secured by mortgages or security agreements or the interest
of the mortgagee or secured party in the property covered thereby, or the
manner of collection of such taxes, so as to affect the Mortgage, the
Indebtedness or Lender, then Borrower, upon demand by Lender, shall pay such
taxes, assessments, charges or Liens, or reimburse Lender for any amounts paid
by Lender. If in the opinion of Lender’s counsel it might be unlawful to
require Borrower to make such payment or the making of such payment might
result in the imposition of interest beyond the maximum amount permitted by
applicable Law, Lender may elect to declare all of the Indebtedness to be due
and payable 90 days from the giving of written notice by Lender to Borrower.


 


5.5.                              Access to Properties. RKB Borrower shall cause Presidents
Borrower to, and Presidents Borrower shall, permit agents, representatives and
employees of Lender and the Servicer to inspect the Properties or any portion
thereof. Borrower shall, permit agents, representatives and employees of Lender
and the Servicer to inspect the books and records of Borrower, at such
reasonable times as may be requested by Lender upon reasonable advance notice.


 


5.6.                              Cooperate in Legal Proceedings. Except with respect to any claim by Borrower
against Lender, Borrower shall cooperate fully with Lender with respect to any proceedings
before any Governmental Authority which may in any way affect the rights of Lender
hereunder or under any of the Loan Documents and, in connection therewith,
Lender


 


48





















 


may,
at its election, participate or designate a representative to participate in
any such proceedings.


 


5.7.                              Leases.


 


(a)                                  RKB Borrower shall cause Presidents Borrower
to, and Borrower shall, furnish Lender with executed copies of all Leases. All
Leases entered into after the date hereof and renewals or amendments of Leases
shall be entered into on an arms-length basis with Tenants whose identity and
credirworthiness is appropriate for tenancy in a similar class A office building,
shall provide for rental rates and other economic terms which, taken as a
whole, are at least equivalent to then-existing market rates, based on the
applicable market, have an initial term of not less than three (3) or more
than ten (10) years, not have a material adverse effect on the value of
the Properties in which the leased space is located or on the ability of
Borrower to pay the Indebtedness, constitute an arm’s-length transaction with a
bona fide, independent third-party tenant, and shall contain terms and
conditions that are commercially reasonable (in each case, unless Lender
consents to such Lease in its sole discretion). All Leases entered into after
the date hereof must either provide that they are subject and subordinate to
any current or future mortgage financing on the Properties and that the Tenants
agree to attorn to any foreclosing mortgagee at such mortgagee’s request, or
obligate the Tenant thereunder to execute and deliver, upon request, a
subordination, non-disturbance and attornment agreement on Lender’s form
thereof.


 


(b)                                 All new Leases which are Major Leases or
which do not satisfy the requirements of Section 5.7(a), and all
terminations, renewals and amendments of Major Leases (or Leases which upon
such renewal or amendment would become Major Leases) or such Leases which
initially required Lender’s consent, and any surrender of rights under any
Major Lease, shall be subject to the prior written consent of Lender.   Any Major Lease or termination, renewal,
amendment or surrender thereof or of a Lease which upon such renewal or
amendment would become a Major Lease (each, a “Lease Under Review”) must
be submitted to Lender for approval, together with a summary of the material
economic terms thereof and any termination and other material options contained
therein and, in the case of a new Lease, a comparison of such Lease Under
Review compared against the standard form of lease then being used by Presidents
Borrower. Lender shall have ten (10) Business Days after its acknowledged
receipt of a Lease Under Review to approve or disapprove the same or to request
additional information or materials in connection with its review (the “Additional
Due Diligence Material”). If Lender disapproves a Lease Under Review,
Lender shall provide Presidents Borrower with a written explanation of the
reasons for disapproval. If Lender has not approved or disapproved a Lease Under
Review within ten (10) Business Days of its acknowledged receipt of such
Lease Under Review (or within five (5) Business Days of its acknowledged
receipt of the Additional Due Diligence Material, if any, (provided that, such
Additional Due Diligence Material is received by Lender more than ten (5) Business
Days after its acknowledged receipt of such Lease Under Review)), then such
Lease Under Review shall be deemed approved, provided that Presidents Borrower
has provided all other materials required to be submitted to Lender in
connection with such request for approval of a Lease Under Review pursuant to
this Section 5.7(b).


 


(c)                                  RKB Borrower shall cause Presidents Borrower
to, and Borrower shall, (i) deliver to each new Tenant a Tenant Notice
upon execution of such Tenant’s Lease, and


 


49





















 


promptly
thereafter deliver to Lender a copy thereof and evidence of such Tenant’s
receipt thereof; (ii) observe and perform all the material obligations
imposed upon the lessor under the Leases (including, without limitation, any
material obligations the potential current violations of which are referenced
in the Exception Report); (iii) enforce all of the material terms,
covenants and conditions contained in the Leases on the part of the lessee
thereunder to be observed or performed, short of termination thereof, except
that Presidents Borrower may terminate any Lease following a material default
thereunder by the respective Tenant; (iv) not collect any of the rents
thereunder more than one month in advance; (v) not execute any assignment
of lessor’s interest in the Leases or associated rents other than the
Assignment of Rents and Leases; and (vi) not cancel or terminate any
guarantee of any of the Major Leases without the prior written consent of
Lender.


 


(d)                                 Security deposits of Tenants under all
Leases, whether held in cash or any other form, shall not be commingled with
any other funds of Borrower and, if cash, shall be deposited by Presidents
Borrower at such commercial or savings bank or banks as may be reasonably
satisfactory to Lender and, to the extent that the aggregate amount thereof
exceeds $150,000, shall be pledged to Lender promptly following Lender’s
request. Any bond or other instrument which Presidents Borrower is permitted to
hold in lieu of cash security deposits under any applicable Legal Requirements
shall be maintained in full force and effect unless replaced by cash deposits
as described above, shall be issued by an institution reasonably satisfactory
to Lender, shall (if not prohibited by any Legal Requirements) name Lender as
payee or mortgagee thereunder (or at Lender’s option, be fully assignable to
Lender) or may name Presidents Borrower as payee thereunder so long as such
bond or other instrument is pledged to Lender as security for the Indebtedness
and shall, in all respects, comply with any applicable Legal Requirements and
otherwise be reasonably satisfactory to Lender. RKB Borrower shall cause Presidents
Borrower to, and Presidents Borrower shall, upon Lender’s request, provide
Lender with evidence reasonably satisfactory to Lender of Presidents Borrower’s
compliance with the foregoing. During the continuance of any Event of Default,
RKB Borrower shall cause Presidents Borrower to, and Presidents Borrower shall,
upon Lender’s request, deposit with Lender in an Eligible Account pledged to
Lender an amount equal to the aggregate security deposits of the Tenants (and
any interest theretofore earned on such security deposits and actually received
by Presidents Borrower) which Presidents Borrower had not returned to the applicable
Tenants or applied in accordance with the terms of the applicable Lease, and
Lender shall hold such security deposits in a segregated account in accordance
with the applicable Lease


 


(e)                                  Upon request of Lender, Presidents Borrower
shall request from each Tenant (and Presidents Borrower shall use commercially
reasonable and diligent efforts to obtain such certificate), and shall
thereafter promptly deliver to Lender each estoppel certificate executed by any
Tenant under a Lease as requested by Lender and delivered to Presidents Borrower,
attesting to such facts regarding the Lease as Lender may require, including,
but not limited to, attestations that each Lease covered thereby is in full
force and effect with no material defaults thereunder on the part of any party,
that none of the fixed rent, additional rent nor any other amounts payable
under such Lease have been paid more than one month in advance, except as
security, and that the lessee claims no defense or offset against the full and
timely performance of its obligations under the Lease. Presidents Borrower
shall not be required to request and deliver such certificates more frequently
than one (1) time in any calendar year.


 


50





















 


(f)                                    All Leases entered into after the date hereof
shall provide that the Tenant is obligated to execute and deliver, upon
request, estoppel certificates attesting to such facts regarding its Lease as
Lender may reasonably require, including, but not limited to, attestations that
such Lease covered thereby is in full force and effect with no material
defaults thereunder on the part of any party, that none of the fixed rent,
additional rent nor any other amounts payable under such Lease have been paid
more than one month in advance, except as security, and that the lessee claims
no defense or offset against the full and timely performance of its obligations
under the Lease.


 


5.8.                              Plan Assets, etc. Borrower will do, or cause to be done, all
things necessary to ensure that it will not be deemed to hold Plan Assets at
any time.


 


5.9.                              Further Assurances. Borrower shall, at Borrower’s sole cost and
expense, from time to time as reasonably requested by Lender, execute,
acknowledge, record, register, file and/or deliver to Lender such other
instruments, agreements, certificates and documents (including Uniform
Commercial Code financing statements and amended or replacement mortgages) as
Lender may reasonably request to evidence, confirm, perfect and maintain the Liens
securing or intended to secure the obligations of Borrower under the Loan Documents
or to facilitate a replacement of the Cash Management Bank pursuant to Section 3.1(c) or
a bifurcation of the Notes pursuant to Section 9.7(a), in each case
if requested by Lender, and do and execute all such further lawful and
reasonable acts, conveyances and assurances for the better and more effective
carrying out of the intents and purposes of this Agreement and the other Loan
Documents as Lender shall reasonably request from time to time. Borrower hereby
authorizes and appoints Lender as its attorney-in-fact to execute, acknowledge,
record, register and/or file such instruments, agreements, certificates and
documents, and to do and execute such acts, conveyances and assurances, should
Borrower fail to do so itself in violation of this Agreement following written
request from Lender, in each case without the signature of Borrower. The
foregoing grant of authority is a power of attorney coupled with an interest
and such appointment shall be irrevocable for the term of this Agreement.
Borrower hereby ratifies all actions that such attorney shall lawfully take or
cause to be taken in accordance with this Section 5.10.


 


5.10.                        Management of Collateral.


 


(a)                                  The Properties shall each be managed at all
times by an Approved Property Manager pursuant to an Approved Management
Agreement. Pursuant to the Subordination of Property Management Agreement or
Agreements, each Approved Property Manager shall agree that its Approved
Management Agreement, and all fees thereunder (including any incentive fees),
are subject and subordinate to the Indebtedness. Presidents Borrower may from
time to time appoint a successor manager, which successor manager shall be an
Approved Property Managers, to manage the Properties pursuant to an Approved
Management Agreement, and such successor manager shall execute for Lender’s
benefit a Subordination of Property Management Agreement in form and substance
reasonably satisfactory to Lender. The per annum fees of each Approved Property
Manager (including any incentive fees) shall not, at any time, exceed four
percent (4%) of the gross revenues of the relevant Property for the then most
recently concluded Test Period.


 


51





















 


(b)                                 RKB Borrower shall cause Presidents Borrower
to, and Presidents Borrower shall, cause each Approved Property Manager
(including any successor Approved Property Manager) to maintain at all times
worker’s compensation insurance as required by Governmental Authorities.


 


(c)                                  RKB Borrower shall cause Presidents Borrower
to, and Presidents Borrower shall notify Lender in writing of any default of
Presidents Borrower or an Approved Property Manager under any of the Approved
Management Agreements, after the expiration of any applicable cure periods, of
which Presidents Borrower has actual knowledge. Lender shall have the right,
after reasonable notice to Borrower and in accordance with such Subordination
of Management Agreement, to cure defaults of Presidents Borrower under such
Approved Management Agreement. Any reasonable out-of-pocket expenses incurred
by Lender to cure any such default shall constitute a part of the Indebtedness
and shall be due from Borrower upon demand by Lender.


 


(d)                                 Upon the occurrence and during the
continuance of an Event of Default, or a material default by an Approved
Property Manager under an Approved Management Agreement after the expiration of
any applicable cure period or upon the filing of a bankruptcy petition or the
occurrence of a similar event with respect to an Approved Property Manager, Lender
may, in its sole discretion, require Presidents Borrower to terminate the
Approved Management Agreement and engage an Approved Property Manager selected
by Lender to serve as replacement Approved Property Manager pursuant to an
Approved Management Agreement.


 


5.11.                        Notice of Material Change. Borrower shall give Lender prompt notice (containing
reasonable detail) of (x) any material change in the financial or physical
condition of any of the Properties, as reasonably determined by Borrower,
including the addition, termination or cancellation of any Major Lease and the
termination or cancellation of terrorism or other insurance required by this
Agreement, or (y) any litigation or governmental proceedings pending or
threatened in writing against Borrower which is reasonably likely to have
Material Adverse Effect.


 


5.12.                        Annual Financial Statements. As soon as available, and in any event
within 90 days after the close of each Fiscal Year, (i) RKB Borrower shall
furnish to Lender, in hard copy and electronic format, a balance sheet of RKB
Borrower as of the end of such year, together with related statements of income
and equityholders’ capital for such Fiscal Year, audited by a “Big Four”
accounting firm whose opinion shall be to the effect that such financial statements
have been prepared in accordance with GAAP applied on a consistent basis and
shall not be qualified as to the scope of the audit or as to the status of RKB
Borrower as a going concern, and (ii) Presidents Borrower shall furnish to
Lender, in hard copy and electronic format, a balance sheet of Presidents
Borrower as of the end of such year, together with related statements of income
and equityholders’ capital for such Fiscal Year. Presidents Borrower’s annual
financial statements shall be accompanied by a certificate executed by its
chief financial officer, or by an authorized representative of Borrower, as
applicable, stating that each such annual financial statement presents fairly
and in all material respects the financial condition of the Properties being
reported upon in accordance with GAAP applied on a consistent basis, subject to
changes resulting from audit and normal year-end audit adjustments. Upon the
request of Lender, Presidents Borrower’s annual financial statement shall be
audited by a “Big Four”


 


52





















 


accounting
firm whose opinion shall be to the effect that such financial statements have
been prepared in accordance with GAAP applied on a consistent basis and shall
not be qualified as to the scope of the audit or as to the status of Presidents
Borrower as a going concern. Together with Presidents Borrower’s annual audited
financial statements, RKB Borrower shall cause Presidents Borrower to, and
Presidents Borrower shall, furnish to Lender, in hard copy and electronic
format:


 


(i)                                     a statement of cash flows;


 


(ii)                                  then current rent roll and occupancy reports;


 


(iii)                               an annual report for the most recently completed fiscal year,
describing Capital Expenditures (stated separately with respect to any project
costing in excess of $100,000), Tenant Improvements and Leasing Commissions;
and


 


(iv)                              such other information as Lender shall
reasonably request.


 


5.13.                        Quarterly Financial Statements. As soon as available, and in any event within
45 days after the end of each Fiscal Quarter (including year-end), Borrower
shall furnish to Lender, in hard copy and electronic format, quarterly and
year-to-date unaudited financial statements prepared for such fiscal quarter
with respect to Borrower, including a balance sheet and operating statement as
of the end of such Fiscal Quarter, together with related statements of income,
equityholders’ capital and cash flows for such Fiscal Quarter and for the
portion of the Fiscal Year ending with such Fiscal Quarter, which statements
shall be accompanied by an Officer’s Certificate certifying that the same are
true and correct in all material respects and were prepared in accordance with
GAAP applied on a consistent basis, subject to changes resulting from audit and
normal year-end audit adjustments. Each such quarterly report shall be accompanied
by the following, in hard copy and electronic format:


 


(i)                                     a statement in reasonable detail which
calculates Net Operating Income for each of the Fiscal Quarters in the Test
Period ending in such Fiscal Quarter, in the case of each such Fiscal Quarter,
ending at the end thereof;


 


(ii)                                  in the case of the Presidents Borrower,
copies of each of the Leases signed during such quarter, together with a
summary thereof which shall include the Tenant’s name, lease term, base rent,
Tenant Improvements, leasing commissions paid, free rent and other material
tenant concessions;


 


(iii)                               in the case of the Presidents Borrower, then current rent roll and
occupancy reports; and


 


(iv)                              such other information as Lender shall reasonably request.


 


5.14.                        Monthly Financial Statements. As soon as available, and in any event within
30 days after the end of each calendar month (other than the month of January and
the last calendar month of a Fiscal Quarter), (i) Presidents Borrower
shall furnish to Lender, in hard copy and electronic format, monthly and
year-to-date unaudited financial statements prepared for the applicable month
with respect to Presidents Borrower, including a balance sheet and operating


 


53





















 


statement
as of the end of such month, together with related statements of income,
equityholders’ capital and cash flows for such month and for the portion of the
Fiscal Year ending with such month, which statements shall be accompanied by an
Officer’s Certificate certifying that the same are true and correct in all
material respects and were prepared in accordance with GAAP applied on a
consistent basis, subject to changes resulting from audit and normal year-end
audit adjustments, and (ii) RKB Borrower shall furnish to Lender, in hard
copy or electronic format, statements of income and cash flows with respect to
the RKB Borrower for such month and for the portion of the Fiscal Year ending
with such month, which statements shall be accompanied by an Officer’s
Certificate certifying that the same are true and correct in all material
respects and were prepared in accordance with GAAP applied on a consistent
basis, subject to changes resulting from audit and normal year-end audit
adjustments. Each such monthly report shall be accompanied by the following:


 


(i)                                     in the case of the Presidents Borrower, a
summary of Leases signed during such month, which summary shall include the
Tenant’s name, lease term, base rent, escalations, Tenant Improvements, leasing
commissions paid, free rent and other concessions;


 


(ii)                                  in the case of the Presidents Borrower, then
current rent roll and occupancy reports; and


 


(iii)                               such other information as Lender shall reasonably request.


 


5.15.                        Insurance.


 


(a)                                  RKB Borrower shall cause Presidents Borrower
to, and President Borrower shall, obtain and maintain with respect to the
Properties, for the mutual benefit of Borrower and Lender at all times, the
following policies of insurance:


 


(i)                                     insurance against loss or damage by standard
perils included within the classification “All Risks Special Form Cause of
Loss” (including coverage for damage caused by windstorm and hail). Such
insurance shall (A) be in an aggregate amount equal to the full replacement
cost of the Properties and fixtures (without deduction for physical
depreciation, but exclusive of excavation, footings and foundations,
landscaping and paving); (B) have deductibles acceptable to Lender (but in
any event not in excess of $500,000); (C) be paid annually in advance; (D) contain
a “Replacement Cost Endorsement” and an “Agreed Upon Amount Endorsement” with a
waiver of depreciation; (E) include an ordinance or law coverage
endorsement containing Coverage A: “Loss Due to Operation of Law” (with a
minimum liability equal to replacement cost), Coverage B: “Demolition Cost” and
Coverage C: “Increased Cost of Construction” coverages; (F) permit that
the improvements and other property covered by such insurance be rebuilt at
another location in the event that such improvements and other property cannot
be rebuilt at the location on which they are situated as of the date hereof;


 


(ii)                                  Flood insurance if the Properties are located
in a “100 Year Flood Plain” or “special hazard area” (including Zones A, B, C,
V, X and Shaded X Areas) in an


 


54





















 


amount equal to the maximum limit of coverage available from FEMA/FIA,
plus such excess limits reasonably requested by Lender, with a deductible not
in excess of $25,000;


 


(iii)                               commercial general liability insurance, including broad form coverage
of property damage, blanket contractual liability and personal injury
(including death resulting therefrom), containing minimum limits per occurrence
of not less than $1,000,000 with not less than a $2,000,000 general aggregate
for any policy year. In addition, at least $20,000,000 excess and/or umbrella
liability insurance shall be obtained and maintained for any and all claims,
including all legal liability imposed upon Borrower and all related court costs
and attorneys’ fees and disbursements;


 


(iv)                              rental loss and/or business interruption insurance covering the 18
month period commencing on the date of any Casualty or Condemnation, and
containing an extended period of indemnity endorsement covering the 12 month
period commencing on the date on which the applicable Property has been
restored, as reasonably determined by the applicable insurer. The amount of
such insurance shall be increased from time to time as and when the gross
revenues from such Property increase;


 


(v)                                 insurance against loss or damage from (A) leakage
of sprinkler systems and (B) explosion of steam boilers, air conditioning
equipment, high pressure piping, machinery and equipment, pressure vessels or
similar apparatus now or hereafter installed in any of the Improvements
(without exclusion for explosions) and insurance against loss of occupancy or
use arising from any breakdown, in such amounts as are generally available and
are generally required by institutional lenders for properties comparable to
the Properties;


 


(vi)                              worker’s compensation insurance with respect to all employees of
Presidents Borrower as and to the extent required by any Governmental Authority
or Legal Requirement and employer’s liability coverage of at least $1,000,000;


 


(vii)                           during any period of repair or restoration, “All Risk” builders
insurance or “Course of Construction” insurance in non-reporting form, (A) covering
any improvements under construction, being renovated or otherwise being
altered, and (B) in an amount equal to not less than the full insurable
value of each of the Properties against such risks (including fire and extended
coverage and collapse of the improvements to agreed limits) as Lender may
request, in form and substance acceptable to Lender;


 


(viii)                        coverage to fully compensate for the cost of demolition and the
increased cost of construction, renovation or alteration for the Properties;


 


(ix)                                coverage for terrorism (either as part of Presidents Borrower’s “All
Risks” policy or as a separate policy), providing casualty, business
interruption and liability coverage in an amount no less than the Maximum Loan
Amount, if and to the extent that such coverage (i) is then being obtained
by prudent owners of real estate in the United States of a similar type and
quality and in a similar location to the Properties or (ii) is otherwise
available for an annual premium that is less than or equal to the Terrorism
Premium Threshold (such annual premium to be computed after taking into account
the


 


55





















 


effect of any subsidies or credits that may be provided to Presidents
Borrower by or pursuant to any law, regulation, policy or other initiative
relating to the purchase and/or maintenance of terrorism insurance enacted by
any Governmental Authority). If neither clause (i) nor clause (ii) of
the preceding sentence is satisfied, then RKB Borrower shall cause Presidents
Borrower to, and Presidents Borrower shall, obtain terrorism coverage (at a
premium, computed as set forth in the previous sentence, that does not exceed
the Terrorism Premium Threshold) from such insurers, and with such coverage, as
shall be acceptable to Lender in its reasonable discretion; and


 


(x)                                   such other insurance as may from time to time
be reasonably required by Lender in order to protect its interests, including
such insurance as may now be or hereafter becomes available that Lender
reasonably deems prudent in light of then prevailing market or industry practices
or applicable law.


 


(b)                                 All policies of insurance (the “Policies”)
required pursuant to this Section 5.15 shall be issued by one or
more primary insurers having a claims-paying ability of at least “A” or better
or its equivalent by each of the Rating Agencies, or by a syndicate of insurers
through which at least 75% of the coverage (if there are 4 or fewer members of
the syndicate) or at least 60% of the coverage (if there are 5 or more members
of the syndicate) is with carriers having such claims-paying ability ratings (provided
that the first layers of coverage are from carriers having a claims-paying
ability ratings of “A” or better and all such carriers shall have claims-paying
ability ratings of not less than “BBB-” or better). Notwithstanding anything to
the contrary herein, for purposes of determining whether the insurer ratings
requirements set forth above have been satisfied, (1) any insurer that is
not rated by Fitch will be regarded as having a Fitch rating that is the
equivalent of the rating given to such insurer by any of Moody’s and S&P that
does rate such insurer (or, if both such rating agencies rate such insurer, the
lower of the two ratings), and (2) any insurer that is not rated by Moody’s
will be regarded as having a Moody’s rating of “Baa2” or better if it is rated “BBB+”
or better by S&P and will be regarded as having a Moody’s rating of “A2” or
better if it is rated “A+” or better by S&P.


 


(c)                                  All Policies required pursuant to this Section 5.15:


 


(i)                                     shall be maintained throughout the term of
the Loan without cost to Lender;


 


(ii)                                  with respect to casualty policies, shall
contain a standard noncontributory mortgagee clause naming Lender and its
successors and assigns as first mortgagee and loss payee;


 


(iii)                               with respect to liability policies, shall name Lender and its
successors and assigns as additional insureds;


 


(iv)                              with respect to rental or business interruption insurance policies,
shall name Lender and its successors and/or assigns as loss payee;


 


(v)                                 shall contain an endorsement providing that
neither Presidents Borrower nor Lender nor any other party shall be a
co-insurer under said Policies;


 


56





















 


(vi)                              shall contain an endorsement providing that Lender shall receive at
least 30 days’ prior written notice of any modification, reduction or
cancellation thereof;


 


(vii)                           shall contain an endorsement providing that no act or negligence of
Presidents Borrower or of a Tenant or other occupant shall affect the validity
or enforceability of the insurance insofar as a mortgagee is concerned;


 


(viii)                        shall contain a waiver of subrogation against Lender;


 


(ix)                                shall contain deductibles which, in addition to complying with any
other requirements expressly set forth in Section 5.15(a), are
acceptable to Lender and are no larger than is customary for similar policies
covering similar properties in the geographic market in which the applicable
Property is located and in any event no larger than $250,000;


 


(x)                                   may be in the form of a blanket policy, provided
that RKB Borrower shall cause Presidents Borrower to, and Presidents Borrower
shall, provide evidence satisfactory to Lender that the insurance premiums for
the Properties are separately allocated under such Policy to the Properties and
that (i) payment of such allocated amount shall maintain the effectiveness
of such Policy as to the Properties notwithstanding the failure of payment of
any other portion of premiums, and (ii) overall insurance limits will
under no circumstance limit the amount that will be paid in respect of the
Properties, and provided further that any such blanket policy shall
contain an amendment setting forth that (A) the aggregate limit under such
policy shall apply separately to each property covered thereunder, and (B) unless
otherwise agreed to by Lender, the limit of such policy shall be a “true
blanket limit” and not limited by a schedule of values for the properties
covered thereby.


 


Any policies of insurance maintained by Presidents Borrower but not
required hereunder shall comply with clauses (ii), (iii), (v), (vii) and (viii) above.


 


(d)                                 RKB Borrower shall cause Presidents Borrower
to, and Presidents Borrower shall, pay the premiums for all Policies as the
same become due and payable. Copies of such Policies, certified as true and
correct by Borrower, or certificates thereof (on ACCORD Form 28) shall be
delivered to Lender promptly upon request. Not later than 30 days prior to the expiration
date of each Policy, RKB Borrower shall cause Presidents Borrower to, and
Presidents Borrower shall deliver to Lender evidence, reasonably satisfactory
to Lender, of its renewal.


 


(e)                                  Until such time that the Junior Indebtedness
has been reduced to zero, RKB Borrower shall cause the RKB Subsidiaries to
maintain insurance in respect of the RKB Properties that is in compliance with
the applicable RKB Subsidiary Loan Documents, or if the applicable RKB
Subsidiary Loan Documents do not require the RKB Subsidiaries to maintain such
insurance, then RKB Borrower shall cause the RKB Subsidiaries to maintain
insurance in respect of the RKB Properties consistent with that maintained by
prudent owners of real property similar to the respective RKB Properties in the
areas in which they are located.


 


57





















 


5.16.                        Casualty and Condemnation.


 


(a)                                  Borrower shall give prompt notice to Lender
of any Casualty or Condemnation. Lender may (x) jointly with Presidents
Borrower settle and adjust any claims, (y) during the continuance of an Event
of Default, settle and adjust any claims without the consent or cooperation of
Presidents Borrower, or (z) allow Presidents Borrower to settle and adjust any
claims; except that if no Event of Default has occurred and is continuing,
Presidents Borrower may settle and adjust claims aggregating not in excess of
$500,000 if such settlement or adjustment is carried out in a competent and
timely manner, but Lender shall be entitled to collect and receive (as set
forth below) any and all Loss Proceeds. The reasonable expenses incurred by
Lender in the adjustment and collection of Loss Proceeds shall become part of
the Indebtedness and shall be reimbursed by Borrower to Lender upon demand
therefor.


 


(b)                                 All Loss Proceeds from any Casualty or
Condemnation shall be immediately deposited into the Loss Proceeds Account
(monthly rental loss/business interruption proceeds to be initially deposited
into the Loss Proceeds Account and subsequently deposited into the Presidents
Cash Management Account in installments as and when the lost rental income
covered by such proceeds would have been payable). If any Condemnation or
Casualty occurs as to which, in the reasonable judgment of Lender:


 


(i)                                     in the case of a Casualty of any of the
Properties, the cost of restoration would not exceed 25% of the Maximum Loan
Amount and the Casualty does not render result in the cancellation of Leases
covering, more than 25% of the gross rentable area of such Property, or result
in cancellation of Leases covering more than 25% of the base contractual rental
revenue of the such Property;


 


(ii)                                  in the case of a Condemnation of any of the
Properties, the Condemnation does not render untenantable, or result in the
cancellation of Leases covering, more than 15% of the gross rentable area of
such Property;


 


(iii)                               restoration of any of the Properties is reasonably expected to be
completed prior to the expiration of rental interruption insurance and at least
six months prior to the Maturity Date; and


 


(iv)                              after such restoration, the fair market value of any restored Property
is reasonably expected to equal at least the fair market value of such Property
immediately prior to such Condemnation or Casualty (assuming the affected
portion of such Property is relet);


 


or
if Lender otherwise elects to allow Presidents Borrower to restore any of the
Properties, then the Loss Proceeds after receipt thereof by Lender and
reimbursement of any reasonable expenses incurred by Lender in connection
therewith shall be applied to the cost of restoring, repairing, replacing or
rebuilding each of such Properties or part thereof subject to the Casualty or
Condemnation, in the manner set forth below (and RKB Borrower shall cause
Presidents Borrower to, and Presidents Borrower shall, commence as promptly and
diligently as practicable to prosecute such restoring, repairing, replacing or
rebuilding of such Properties in a workmanlike fashion and in accordance with
applicable law to a status at least equivalent to the


 


58





















 


quality
and character of such Properties immediately prior to the Condemnation or
Casualty). Provided that no Event of Default shall have occurred and be then
continuing, Lender shall disburse Loss Proceeds to Presidents Borrower upon
Lender’s being furnished with (i) evidence reasonably satisfactory to it
of the estimated cost of completion of the restoration, (ii) funds, or
assurances reasonably satisfactory to Lender that such funds are available and
sufficient in addition to any remaining Loss Proceeds, to complete the proposed
restoration, and (iii) such architect’s certificates, waivers of lien,
contractor’s sworn statements, title insurance endorsements, bonds, plats of
survey and such other evidences of cost, payment and performance as Lender may
reasonably request; and Lender may, in any event, require that all plans and
specifications for restoration reasonably estimated by Lender to exceed
$500,000 be submitted to and approved by Lender prior to commencement of work
(which approval shall not be unreasonably withheld). If Lender reasonably
estimates that the cost to restore will exceed $500,000, Lender may retain a
local construction consultant to inspect such work and review Presidents
Borrower’s request for payments and RKB Borrower shall cause Presidents
Borrower to, and Presidents Borrower shall, on demand by Lender, reimburse
Lender for the reasonable fees and expenses of such consultant (which fees and
expenses shall constitute Indebtedness). No payment shall exceed 90% of the
value of the work performed from time to time until such time as 50% of the
restoration (calculated based on the anticipated aggregate cost of the work)
has been completed, and amounts retained prior to completion of 50% of the
restoration shall not be paid prior to the final completion of the restoration.
Funds other than Loss Proceeds shall be disbursed prior to disbursement of such
Loss Proceeds, and at all times the undisbursed balance of such proceeds
remaining in the Loss Proceeds Account, together with any additional funds
irrevocably and unconditionally deposited therein or irrevocably and
unconditionally committed for that purpose, shall be at least sufficient in the
reasonable judgment of Lender to pay for the cost of completion of the
restoration free and clear of all Liens or claims for Lien.


 


(c)                                  RKB Borrower shall cause Presidents Borrower
to, and Presidents Borrower shall, cooperate with Lender in obtaining for
Lender the benefits of any Loss Proceeds lawfully or equitably payable to
Lender in connection with the Properties. Lender shall be reimbursed for any
expenses reasonably incurred in connection therewith (including reasonable attorneys’
fees and disbursements, and, if reasonably necessary to collect such proceeds,
the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or,
if insufficient for such purpose, by Borrower.


 


(d)                                 If Presidents Borrower is not entitled to
apply Loss Proceeds toward the restoration of one of the Properties pursuant to
Section 5.16(b) and Lender elects not to permit such Loss
Proceeds to be so applied, such Loss Proceeds shall be applied on the first
Payment Date following such election to the prepayment of the Loan and shall be
accompanied by interest through the end of the applicable Interest Accrual
Period (calculated as if the amount prepaid were outstanding for the entire
Interest Accrual Period). All prepayments of the Loan made in accordance with
this Section 5.16(d) shall be applied first to the Senior Loan
until the Senior Principal Indebtedness has been reduced to zero, and then to
the Junior Loan until the Junior Principal Indebtedness has been reduced to
zero.


 


5.17.                        Annual Budget. Borrower has previously delivered to Lender
the Annual Budget for the Properties for the 2005 Fiscal Year. At least 45 days
prior to the commencement of each subsequent Fiscal Year during the term of the
Loan, RKB Borrower shall cause


 


59





















 


Presidents
Borrower to, and Presidents Borrower shall deliver to Lender an Annual Budget
for the Properties for the ensuing Fiscal Year and, promptly after preparation
thereof, any subsequent revisions to the Annual Budget. Any such Annual Budget
and any such revisions shall be subject to Lender’s approval (the Annual
Budget, as so approved, the “Approved Annual Budget”); provided,
however, that Presidents Borrower shall not amend any Approved Annual
Budget more than once in any 60-day period.


 


5.18.                        General Indemnity. Borrower, shall indemnify, reimburse, defend
and hold harmless Lender and its officers, directors, employees and agents
(collectively, the “Indemnified Parties”) for, from and against any and
all Damages of any kind or nature whatsoever which may be imposed on, incurred
by, or asserted against the Indemnified Parties, in any way relating to or
arising out of the making or holding or enforcement of the Loan by Lender or
the administration of the Transaction to the extent resulting, directly or
indirectly, from any claim (including any Environmental Claim) made (whether or
not in connection with any legal action, suit, or proceeding) by or on behalf
of any Person; provided, however, that no Indemnified Party shall
have the right to be indemnified hereunder for its own fraud, bad faith, gross
negligence or willful misconduct. The provisions of and undertakings and indemnification
set forth in this Section 5.18 shall survive the satisfaction and
payment in full of the Indebtedness and termination of this Agreement.


 


5.19.                        RKB Covenants. Until such time that the Junior
Indebtedness has been reduced to zero, RKB Borrower shall, and shall cause the
RKB Subsidiaries to, comply with all terms and conditions of the RKB Subsidiary
Loan Documents.


 


5.20.                        RKB Capital Call. During the continuance of an Event of
Default and prior to such time that the Junior Indebtedness has been reduced to
zero, RKB Borrower shall exercise such right that it may have to require the
RKB Investors to make equity contributions to RKB Borrower, at such time or
times (a “Capital Call Date”) and in such amounts, equal in the aggregate to
the lesser of (x) the maximum contribution the RKB Borrower or its general
partner is permitted to require on and as of each such Capital Call Date
pursuant to the RKB Borrower Partnership Agreement and (y) the amount required
to pay the Junior Indebtedness in full, and all amounts so contributed shall be
remitted directly to Lender for application toward repayment of the Junior
Indebtedness.


 


ARTICLE VI


 


NEGATIVE COVENANTS


 


6.1.                              Liens on the Properties. Presidents Borrower shall not permit or
suffer the existence of any Lien on any of its assets, other than Permitted
Encumbrances. Until such time that the Junior Indebtedness has been reduced to
zero, (i) RKB Borrower shall not permit or suffer the existence of any
Lien on the RKB Collateral, and (ii) RKB Borrower shall not permit or
suffer any Lien on the RKB Properties, other than RKB Permitted Encumbrances.


 


6.2.                              Ownership. Presidents Borrower shall not own any assets other than the Properties
and related personal property and fixtures located therein or used in
connection


 


60





















 


therewith.
Until such time that the Junior Indebtedness has been reduced to zero, RKB
Borrower shall not own any assets other than (i) 100% of the equity
interests in Presidents Borrower, (ii) 100% of the equity interests in RKB
Subsidiaries that have executed and delivered to Lender Distribution
Acknowledgments, and (iii) assets related to the foregoing equity
interests (including, without limitation, the RKB Collateral).


 


6.3.                              Transfer. Borrower shall not Transfer any Collateral other than the replacement
or other disposition of obsolete or non-useful personal property and fixtures
in the ordinary course of business, and Presidents Borrower shall not hereafter
file a declaration of condominium with respect to the Properties. Until such
time that the Junior Indebtedness has been reduced to zero, RKB Borrower shall
not permit the Transfer of any RKB Property or any equity interest in RPT
Holding LLC, unless the Net RKB Capital Event Proceeds derived therefrom are
applied toward repayment of the Loan in accordance with Section 1.3(e),
and in the case of RPT Holding LLC, the same does not constitute a Change of
Control.


 


6.4.                              Debt. RKB Borrower shall not permit Presidents Borrower to, and Presidents
Borrower shall not, have any Debt, other than Permitted Debt. Until such time
that the Junior Indebtedness has been reduced to zero, RKB Borrower shall not
permit any RKB Subsidiary to have any Debt other than (i) Debt existing as
of the date hereof pursuant to the RKB Subsidiary Loan Documents or that is
otherwise approved by Lender and (ii) ordinary and customary trade
payables not represented by a note and customarily paid by the applicable RKB Subsidiary
within 60 days of incurrence.


 


6.5.                              Dissolution; Merger or Consolidation. Borrower shall not dissolve, terminate,
liquidate, merge with or consolidate into another Person. RKB Borrower shall
not permit Presidents Borrower, RPT Holding LLC, RPT Holding LLC’s Single
Purpose Equityholder or, until such time that the Junior Indebtedness has been
reduced to zero, any RKB Subsidiary, to dissolve, terminate, liquidate, merge
with or consolidate into another Person.


 


6.6.                              Change in Business. Presidents Borrower and, until such time
that the Junior Indebtedness has been reduced to zero, RKB Borrower, shall not
make any material change in the scope or nature of its business objectives,
purposes or operations or undertake or participate in activities other than the
continuance of its present business.


 


6.7.                              Debt Cancellation. Presidents Borrower and, until such time
that the Junior Indebtedness has been reduced to zero, RKB Borrower, shall not
cancel or otherwise forgive or release any material claim or Debt owed to it by
any Person, except for adequate consideration or in the ordinary course of its
business.


 


6.8.                              Affiliate Transactions. Presidents Borrower, and, until such time
that the Junior Indebtedness has been reduced to zero, RKB Borrower, shall not
enter into, or be a party to, any transaction with any affiliate of Borrower,
except on terms which are no less favorable to Borrower than would be obtained
in a comparable arm’s length transaction with an unrelated third party.


 


6.9.                              Misapplication of Funds. (i) RKB Borrower shall not permit
Presidents Borrower to, and Presidents Borrower shall not, (a) distribute
any Revenue or Loss Proceeds in


 


61





















 


violation
of the provisions of this Agreement (and Borrower shall promptly cause the
reversal of any such distributions made in error of which Borrower becomes
aware), (b) fail to remit amounts to the Presidents Cash Management
Account as required by Section 3.1, or (c) misappropriate any
security deposit or portion thereof.


 


(ii)                                  Until such time that the Junior Indebtedness
has been reduced to zero, RKB Borrower shall not (a) permit Net RKB
Capital Event Proceeds or distributions of RKB Excess Cash Flow to be applied
or distributed in violation of the provisions of this Agreement (and Borrower
shall promptly cause the reversal of any such distributions made in error of
which Borrower becomes aware) or (b) fail to remit amounts to the RKB Cash
Management Account as required by Section 3.1.


 


6.10.                        Place of Business. Borrower shall not change its chief
executive office or its principal place of business without giving Lender at
least 30 days’ prior written notice thereof and promptly providing Lender such
information and replacement Uniform Commercial Code financing statements as
Lender may reasonably request in connection therewith.


 


6.11.                        Modifications and Waivers. Unless otherwise consented to in writing by
Lender:


 


(i)                                     RKB Borrower shall not permit Presidents
Borrower to, and Presidents Borrower shall not, amend, modify, terminate,
renew, or surrender any rights or remedies under any Lease, or enter into any
Lease, except in compliance with Section 5.7;


 


(ii)                                  Presidents Borrower, RPT Holding LLC, RPT
Holding LLC’s Single-Purpose Equityholder and, until such time that the Junior
Indebtedness has been reduced to zero, RKB Borrower, shall not terminate, amend
or modify its organizational documents (including, without limitation, any
operating agreement, limited partnership agreement, by-laws, certificate of
formation, certificate of limited partnership or certificate of incorporation);
provided, however, that RKB Borrower shall be permitted to amend the RKB
Borrower Partnership Agreement so long any such amendment would not (w) reduce
the economic rights of RKB Washington Property Fund 1 (General Partner) LLC
under the RKB Borrower Partnership Agreement other than by reason of dilution
arising from additional capital contributions to RKB Borrower, (x) result in a
Change of Control, (y) violate clause (vii) of this Section 6.11.
or (z) otherwise adversely affect the Collateral or Lender’s rights under this
Agreement or any other Loan Document;


 


(iii)                               RKB Borrower shall not permit Presidents Borrower to, and Presidents
Borrower shall not, terminate, amend or modify the Approved Management
Agreement;


 


(iv)                              RKB Borrower shall not permit Presidents Borrower to, and Presidents
Borrower shall not amend, modify, surrender or waive any material rights or
remedies under, or enter into or terminate, any Material Agreement;


 


(vi)                              Until such time that the Junior Indebtedness has been reduced to zero,
RKB Borrower shall not permit any RKB Subsidiary to terminate, amend or modify
any RKB Subsidiary Loan Document;


 


62





















 


(vii)                           Until such time that the Junior Indebtedness has been reduced to zero,
RKB Borrower shall not terminate, amend or modify any agreement relating to its
right to require equity contributions from the RKB Investors (including,
without limitation, the RKB Borrower Partnership Agreement) the effect of which
would be to reduce the amount of equity contributions the RKB Investors are
required to make from that required under the Partnership Agreement in effect
as of the date hereof or delay the timing of such equity contributions from
that required under the Partnership Agreement in effect as of the date hereof;
and


 


(viii)                        Until such time that the Junior Indebtedness has been reduced to zero,
RKB Borrower shall not permit the Kleinwort Benson Pledge to secure a credit
facility or other indebtedness in excess of $1,990,000, unless pursuant to a
Kleinwort Benson Permitted Modified Pledge.


 


6.12.                        ERISA.


 


(a)                                  Presidents Borrower and, until such time that
the Junior Indebtedness has been reduced to zero, RKB Borrower, shall not
maintain or contribute to, or agree to maintain or contribute to, or permit any
ERISA Affiliate of Borrower to maintain or contribute to or agree to maintain
or contribute to, any employee benefit plan (as defined in Section 3(3) of
ERISA) subject to Title IV or Section 302 of ERISA or Section 412 of
the Code.


 


(b)                                 Presidents Borrower and, until such time that
the Junior Indebtedness has been reduced to zero, RKB Borrower, shall not
engage in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975
of the Code, or substantially similar provisions under federal, state or local
laws, rules or regulations or in any transaction that would cause any obligation
or action taken or to be taken hereunder (or the exercise by Lender of any of
its rights under the Notes, this Agreement, the Mortgage or any other Loan
Document) to be a non-exempt prohibited transaction under such provisions.


 


6.13.                        Alterations and Expansions. RKB Borrower shall not permit Presidents Borrower
to, and Presidents Borrower shall not, perform or contract to perform any
Capital Expenditures that are not consistent with the Approved Annual Budget.
RKB Borrower shall not permit Presidents Borrower to, and Presidents Borrower
shall not, perform or contract to perform any Material Alteration without the
prior written consent of Lender, which consent (in the absence of an Event of
Default) shall not be unreasonably withheld. If Lender’s consent is requested
hereunder with respect to a Material Alteration, Lender may retain a
construction consultant to review such request and, if such request is granted,
Lender may retain a construction consultant to inspect the work from time to
time. Borrower shall, on demand by Lender, reimburse Lender for the reasonable
fees and disbursements of such consultant.


 


6.14.                        Advances and Investments. Presidents Borrower and, until such time
that the Junior Indebtedness has been reduced to zero, RKB Borrower, shall not
lend money or make advances to any Person, or purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, any Person, except for Permitted Investments.


 


63





















 


6.15.                        Single-Purpose Entity. RKB Borrower shall not permit Presidents Borrower
to, and Presidents Borrower shall not, cease to be a Single-Purpose Entity.


 


6.16.                        Zoning and Uses. RKB Borrower shall not permit Presidents
Borrower to, and Presidents Borrower shall not, do any of the following:


 


(i)                                     initiate or support any limiting change in
the permitted uses of any of the Properties (or to the extent applicable,
zoning reclassification of any of the Properties) or any portion thereof, seek
any variance under existing land use restrictions, laws, rules or
regulations (or, to the extent applicable, zoning ordinances) applicable to the
Properties, or use or permit the use of any of the Properties in a manner that
would result in the use of the Properties becoming a nonconforming use under
applicable land-use restrictions or zoning ordinances or that would violate the
terms of any Lease, operating agreement, Legal Requirement or Permitted
Encumbrance;


 


(ii)                                  consent to any modification, amendment or
supplement to any of the terms of any Permitted Encumbrance in a manner adverse
to the interests of Lender;


 


(iii)                               impose or consent to the imposition of any
restrictive covenants, easements or encumbrances upon any Property in any
manner that adversely affects in any material respect its value, utility or
transferability;


 


(iv)                              execute or file any subdivision plat
affecting the Properties, or institute, or permit the institution of,
proceedings to alter any tax lot comprising the Properties; or


 


(v)                                 permit or consent to any of the Properties
being used by the public or any Person in such manner as might make possible a
claim of adverse usage or possession or of any implied dedication or easement.


 


6.17.                        Waste. RKB Borrower shall not permit Presidents Borrower to, and Presidents
Borrower shall not, commit or permit any Waste on the Properties, nor take any actions
that might invalidate any insurance carried on the Properties (and Borrower
shall promptly correct any such actions of which Borrower becomes aware).


 


ARTICLE VII


 


DEFAULTS


 


7.1.                              Event of Default. The occurrence of any one or more of the
following events shall be, and shall constitute the commencement of, an “Event
of Default” hereunder (any Event of Default which has occurred shall
continue unless and until waived by Lender in its sole discretion):


 


(a)                                  Payment.


 


(i)                                     Borrower shall default in the payment when
due of any principal or interest owing hereunder or under the Notes (including
any mandatory prepayment required hereunder) or any amount required to be paid
to Lender under Article III; or


 


64





















 


(ii)                                  Borrower shall default, and such default
shall continue for at least five Business Days after notice to Borrower that
such amounts are owing, in the payment when due of fees, expenses or other
amounts owing hereunder, under the Notes or under any of the other Loan
Documents (other than principal and interest owing hereunder or under the Notes
or any amount required to be paid to Lender under Article III).


 


(b)                                 Representations. Any representation made by Borrower in any
of the Loan Documents, or in any report, certificate, financial statement or
other instrument, agreement or document furnished to Lender shall have been
false or misleading in any material respect (or, with respect to any
representation which itself contains a materiality qualifier, in any respect)
as of the date such representation was made, and such representation or
warranty shall, if the condition that gave rise to the breach of representation
or warranty is susceptible of being cured, remain untrue or incorrect in a
material respect for a period ending thirty (30) days after Borrower shall
receive written notice of the falsity or inaccuracy of such representation or warranty
from Lender; provided, however, that if the breach of the
representation or warranty is susceptible of cure but cannot reasonably be
cured within such thirty (30)-day period and Borrower shall have commenced to
cure such breach within such thirty (30)-day period and thereafter diligently
and expeditiously proceeds to cure the same, Borrower shall have such additional
time as is reasonably necessary to effect such cure, but in no event in excess
of one hundred twenty (120) days from the original notice.


 


(c)                                  Other Loan Documents. Any Loan Document shall fail to be in full
force and effect or to convey the material Liens, rights, powers and privileges
purported to be created thereby; or a default shall occur under any of the
other Loan Documents beyond the expiration of the cure period set forth in Section 7.1(i).


 


(d)                                 Bankruptcy, etc.


 


(i)                                     any Borrower, RPT Holding LLC, RPT Holding
LLC’s Single-Purpose Equityholder or, prior to such time that the Junior
Indebtedness has been paid in full, any RKB Subsidiary, shall commence a
voluntary case concerning itself under Title 11 of the United States Code (as
amended, modified, succeeded or replaced, from time to time, the “Bankruptcy
Code”);


 


(ii)                                  any Borrower, RPT Holding LLC, RPT Holding
LLC’s Single-Purpose Equityholder or, prior to such time that the Junior
Indebtedness has been paid in full, any RKB Subsidiary, shall commence any
other proceeding under any reorganization, arrangement, adjustment of debt,
relief of creditors, dissolution, insolvency or similar law of any jurisdiction
whether now or hereafter in effect relating thereto, or shall dissolve or
otherwise cease to exist;


 


(iii)                               there is commenced against any Borrower, RPT Holding LLC or RPT Holding
LLC’s Single-Purpose Equityholder an involuntary case under the Bankruptcy
Code, or any such other proceeding, which remains undismissed for a period of
60 days after commencement;


 


65





















 


(iv)                              any Borrower, RPT Holding LLC, or RPT Holding LLC’s Single-Purpose
Equityholder is adjudicated insolvent or bankrupt;


 


(v)                                 any Borrower, RPT Holding LLC or RPT Holding
LLC’s Single-Purpose Equityholder suffers appointment of any custodian or the
like for it or for any substantial portion of its property and such appointment
continues unchanged or unstayed for a period of 60 days after commencement of
such appointment;


 


(vi)                              any Borrower, RPT Holding LLC or RPT Holding LLC’s Single-Purpose
Equityholder makes a general assignment for the benefit of creditors; or


 


(vii)                           any action is taken by Borrower, RPT Holding LLC or RPT Holding LLC’s
Single-Purpose Equityholder for the purpose of effecting any of the foregoing.


 


(e)                                  Change of Control. A Change of Control shall occur, unless
Lender consents thereto in writing in Lender’s sole and absolute discretion.


 


(f)                                    Equity Pledge; Preferred Equity. Any direct or indirect equity interest in or
right to distributions from any Presidents Borrower, or until such time that the
Junior Indebtedness has been reduced to zero, any RKB Subsidiary, shall be
subject to a Lien in favor of any Person, or any Borrower or RKB Subsidiary or
any holder of a direct or indirect interest in any of them shall issue
preferred equity (or debt granting the holder thereof rights substantially
similar to those generally associated with preferred equity); except that the following
shall be permitted:


 


(i)                                     at such time that the Junior Indebtedness has
been reduced to zero, any pledge of direct or indirect equity interest in
and/or rights to distributions from RKB Borrower or the issuance of preferred
equity interests in RKB Borrower;


 


(ii)                                  prior to such time that the Junior
Indebtedness has been reduced to zero, any pledge of direct or indirect equity interests
in and/or rights to distributions from any partner of RKB Borrower the
foreclosure on which would not constitute a Change of Control; or


 


(iii)                               the issuance of preferred equity interests in
RKB Borrower (provided the holder of such preferred equity interests executes
and delivers to Lender an agreement in substantially the form of the Agreement
of Partners delivered to Lender on the Closing Date, and the exercise by such
holder of its rights under such preferred equity interests (following a default
or otherwise) would not be a Change of Control); and


 


(iv)                              the Kleinwort Benson Pledge or any Kleinwort
Benson Permitted Modified Pledge.


 


For purposes hereof, “preferred equity” means equity that upon the
occurrence of a default with respect to such preferred equity can result in
increased ownership or voting rights of the holder of such preferred equity.


 


66





















 


(g)                                 Insurance. Borrower shall fail to maintain in full force and effect all Policies
required hereunder.


 


(h)                                 ERISA; Negative Covenants. A default shall occur in the due
performance or observance by Borrower of any term, covenant or agreement
contained in Section 5.8 or in Article VI.


 


(i)                                     Cross Default. Until such time that the Junior
Indebtedness has been reduced to zero, a default shall occur under any of the
RKB Subsidiary Loan Documents after the expiration of any applicable cure
period and the lender thereunder elects to accelerate the loan evidenced by
such RKB Subsidiary Loan Documents.


 


(j)                                     RKB Borrower Net Worth. Until such time that the Junior
Indebtedness has been reduced to zero, RKB Borrower shall fail to maintain a
minimum net worth (determined in accordance with GAAP, but without reduction
for depreciation or amortization) equal to or greater than the RKB Closing Date
Net Worth.


 


(k)                                  Net RKB Capital Event Proceeds. Until such time that the Junior
Indebtedness has been reduced to zero, RKB Borrower shall fail to cause Net RKB
Capital Event Proceeds or the proceeds of any initial public offering toward
the repayment of the Loan in accordance with Sections 1.3(d) and
(e), as applicable.


 


(1)                                  Other Covenants. A default shall occur in the due
performance or observance by Borrower of any term, covenant or agreement (other
than those referred to in subsections (a) through (k),
inclusive, of this Section 7.1) contained in this Agreement or in
any of the other Loan Documents, except that if such default referred to in
this subsection (1) is susceptible of being cured, such
default shall not constitute an Event of Default unless and until it shall
remain uncured for 10 days after Borrower receives written notice thereof, for
a default which can be cured by the payment of money, or for 30 days after
Borrower receives written notice thereof, for a default which cannot be cured
by the payment of money; and if a default cannot be cured by the payment of
money but is susceptible of being cured and cannot reasonably be cured within
such 30-day period, and Borrower commences to cure such default within such 30-day
period and thereafter diligently and expeditiously proceeds to cure the same,
Borrower shall have such additional time as is reasonably necessary to effect
such cure, but in no event in excess of 90 days from the original notice.


 


7.2.                              Remedies.


 


(a)                                  During the continuance of an Event of
Default, Lender may by written notice to Borrower, in addition to any other
rights or remedies available pursuant to this Agreement, the Notes, the
Mortgage and the other Loan Documents, at law or in equity, declare by written
notice to Borrower all or any portion of the Indebtedness to be immediately due
and payable, whereupon all or such portion of the Indebtedness shall so become
due and payable, and Lender may enforce or avail itself of any or all rights or
remedies provided in the Loan Documents against Borrower and the Properties
(including all rights or remedies available at law or in equity); provided,
however, that, notwithstanding the foregoing, if an Event of Default
specified in paragraph 7.1 (d) shall occur, then the Indebtedness
shall immediately become due


 


67





















 


and
payable without the giving of any notice or other action by Lender. Any actions
taken by Lender shall be cumulative and concurrent and may be pursued
independently, singly, successively, together or otherwise, at such time and in
such order as Lender may determine in its sole discretion, to the fullest
extent permitted by law, without impairing or otherwise affecting the other
rights and remedies of Lender permitted by law, equity or contract or as set
forth in this Agreement or in the other Loan Documents.


 


(b)                                 If Lender forecloses on the Properties,
Lender shall apply all net proceeds of such foreclosure to repay the
Indebtedness, the Indebtedness shall be reduced to the extent of such net
proceeds and the remaining portion of the Indebtedness shall remain outstanding
and secured by the Properties and the other Loan Documents, it being understood
and agreed by Borrower that Borrower is liable for the repayment of all the
Indebtedness; provided, however, that at the election of Lender,
the Notes shall be deemed to have been accelerated only to the extent of the
net proceeds actually received by Lender with respect to the Properties and
applied in reduction of the Indebtedness.


 


(c)                                  During the continuance of any Event of
Default, Lender may, but without any obligation to do so and without notice to
or demand on Borrower and without releasing Borrower from any obligation
hereunder, take any action to cure such Event of Default. Lender may enter upon
any or all of the Properties upon reasonable notice to Borrower for such
purposes or appear in, defend, or bring any action or proceeding to protect its
interest in the Properties or to foreclose the Mortgage or collect the
Indebtedness. The costs and expenses incurred by Lender in exercising rights
under this paragraph (including reasonable attorneys’ fees), with interest at
the Default Rate for the period after notice from Lender that such costs or
expenses were incurred to the date of payment to Lender, shall constitute a
portion of the Indebtedness, shall be secured by the Mortgage, the Equity
Pledge Agreement, the Distribution Rights Pledge Agreement and the other Loan
Documents and shall be due and payable to Lender upon demand therefor.


 


(d)                                 Interest shall accrue on any judgment
obtained by Lender in connection with its enforcement of the Loan at a rate of
interest equal to the Default Rate.


 


7.3.                              No Waiver. No delay or omission to exercise any remedy, right or power accruing
upon an Event of Default shall impair any such remedy, right or power or shall
be construed as a waiver thereof, but any such remedy, right or power may be
exercised from time to time and as often as may be deemed by Lender to be expedient.
A waiver of any Default or Event of Default shall not be construed to be a
waiver of any subsequent Default or Event of Default or to impair any remedy,
right or power consequent thereon.


 


7.4.                              Application of Payments after an Event of
Default. Notwithstanding anything
to the contrary contained herein, during the continuance of an Event of
Default, all amounts received by Lender in respect of the Loan shall be applied
at Lender’s sole discretion either toward the components of the Indebtedness (e.g.,
Lender’s expenses in enforcing the Loan, interest, principal and other amounts
payable hereunder) and the Notes in such sequence as Lender shall elect in its
sole discretion, or toward the payment of Taxes, Operating Expenses and Capital
Expenditures.


 


68





















 


ARTICLE VIII


 


CONDITIONS PRECEDENT


 


8.1.                              Conditions Precedent to Closing. This Agreement shall become effective on
the date that all of the following conditions shall have been satisfied (or
waived in accordance with Section 9.3):


 


(a)                                  Loan Documents. Lender shall have received a duly executed
copy of each Loan Document. Each Loan Document which is to be recorded in the
public records shall be in form suitable for recording.


 


(b)                                 Collateral Accounts. Each of the Collateral Accounts shall have
been established with the Cash Management Bank and funded to the extent
required under Article III.


 


(c)                                  Opinions of Counsel. Lender shall have received (i) a legal
opinion from Arent Fox PLLC with respect to the laws of the States of New York
and Delaware and the Commonwealth of Virginia in form satisfactory to Lender,
and (ii) a legal opinion from Glazer & Siegel, PLLC with respect
to certain matters in form satisfactory to Lender.


 


(d)                                 Organizational Documents. Lender shall have received all documents reasonably
requested by Lender relating to the existence of Borrower, RPT Holding LLC, RPT
Holding LLC’s Single-Purpose Equityholder, the validity of the Loan Documents
and other matters relating thereto, in form and substance satisfactory to
Lender, including, but not limited to:


 


(i)                                     Authorizing Resolutions. A certified copy of the resolutions of the
board of managers of Borrower, RPT Holding LLC and RPT Holding LLC’s
Single-Purpose Equityholder or provisions in the operating agreement of
Borrower, RPT Holding LLC or RPT Holding LLC’s Single-Purpose Equityholder, as
applicable, approving and adopting the Loan Documents to be executed by
Borrower or RPT Holding LLC, as the case may be, and authorizing the execution
and delivery thereof.


 


(ii)                                  Organizational Documents. Certified copies of the organizational
documents of Borrower, RPT Holding LLC and RPT Holding LLC’s Single-Purpose
Equityholder (including any certificate of formation, certificate of limited
partnership, certificate of incorporation, operating agreement, limited
partnership agreement or by-laws), in each case together with all amendments
thereto.


 


(iii)                               Certificates of Good Standing or Existence. Certificates of good standing or existence
for Borrower, RPT Holding LLC and RPT Holding LLC’s Single-Purpose Equityholder
issued as of a recent date by its state of organization and by the state in
which the Properties are located.


 


(e)                                  Lease; Material Agreements. Lender shall have received true and complete
copies of all Leases and all Material Agreements.


 


69





















 


(f)                                    Lien Search Reports. Lender shall have received satisfactory
reports of Uniform Commercial Code, tax lien and judgment searches conducted by
a search firm acceptable to Lender with respect to the Properties, RKB
Borrower, RPT Holding LLC, Individual Sponsors and RKB Investors (except for
RKB/Republic Capital, LLC), such searches to be conducted in such locations as
Lender shall have requested.


 


(g)                                 No Default or Event of Default. No Default or Event of Default shall have occurred
and be continuing on such date either before or after the execution and
delivery of this Agreement.


 


(h)                                 No Injunction. No Legal Requirement shall exist, and no
litigation shall be pending or threatened, which in the good faith judgment of
Lender would enjoin, prohibit or restrain, or impose or result in the
imposition of any material adverse condition upon, the making or repayment of
the Loan or the consummation of the Transaction.


 


(i)                                     Representations. The representations in this Agreement and
in the other Loan Documents shall be true and correct in all respects on and as
of the Closing Date with the same effect as if made on such date.


 


(j)                                     Estoppel Letters. Lender shall have received estoppel letters
in form and substance satisfactory to Lender from Tenants occupying, in the
aggregate, not less than 85% of the aggregate occupied rentable square feet in
any of the Properties, which estoppel letters shall include estoppel letters
from the Tenants under each Major Lease


 


(k)                                  No Material Adverse Effect. No event or series of events shall have
occurred which Lender reasonably believes has had or is reasonably likely to
have a Material Adverse Effect.


 


(1)                                  Transaction Costs. Borrower shall have paid all Transaction
Costs (or provided for the direct payment of such Transaction Costs by Lender
from the proceeds of the Loan).


 


(m)                               Insurance. Lender shall have received certificates of insurance on ACORD Form 28,
demonstrating insurance coverage in respect of the Properties of types, in
amounts, with insurers and otherwise in compliance with the terms, provisions
and conditions set forth in this Agreement. Such certificates shall indicate
that Lender and its successors and assigns are named as additional insured on
each liability policy, and that each casualty policy and rental interruption
policy contains a loss payee and mortgagee endorsement in favor of Lender, its
successors and assigns.


 


(n)                                 Title. Lender shall have received a marked, signed commitment to issue, or a
pro-forma version of, a Qualified Title Insurance Policy in respect of the
Properties, listing only such exceptions as are reasonably satisfactory to
Lender.


 


(o)                                Zoning. Lender shall have received evidence reasonably satisfactory to Lender
that the Properties are in compliance with all applicable zoning requirements
(including


 


70





















 


zoning
reports, zoning endorsements if obtainable and a letter from the applicable
municipalities if obtainable).


 


(p)                                 Permits; Certificate of Occupancy. Lender shall have received a copy of all
Permits necessary for the use and operation of the Properties and the
certificate(s) of occupancy, if required, for the Properties, all of which
shall be in form and substance reasonably satisfactory to Lender.


 


(q)                                 Engineering Report. Lender shall have received a current
Engineering Report with respect to the Properties, which report shall be in
form and substance reasonably satisfactory to Lender.


 


(r)                                    Environmental Report. Lender shall have received Environmental
Reports (not more than six months old) with respect to each of the Properties
which discloses no material environmental contingencies with respect to the
Properties.


 


(s)                                  Qualified Survey. Lender shall have received a Qualified
Survey with respect to the Properties in form and substance reasonably
satisfactory to Lender.


 


(t)                                    Appraisal. Lender shall have obtained an Appraisal of the Properties
satisfactory to Lender.


 


(u)                                 Consents, Licenses, Approvals, etc. Lender shall have received copies of all
consents, licenses and approvals, if any, required in connection with the
execution, delivery and performance by Borrower, and the validity and
enforceability, of the Loan Documents, and such consents, licenses and approvals
shall be in full force and effect.


 


(v)                                 Financial Information. Lender shall have received financial
information relating to Sponsor, Borrower and the Properties which is
satisfactory to Lender.


 


(w)                               Annual Budget. Lender shall have received the 2005 Annual
Budget with respect to the Properties.


 


(x)                                 Additional Matters. Lender shall have received such other
certificates, opinions, documents and instruments relating to the Loan as may
have been reasonably requested by Lender. All corporate and other proceedings,
all other documents (including all documents referred to in this Agreement and
not appearing as exhibits to this Agreement) and all legal matters in
connection with the Loan shall be reasonably satisfactory in form and substance
to Lender.


 


8.2.                              Conditions Precedent to TI/LC Advances. Lender shall not fund any TI/LC Advance
unless and until all of the following conditions shall have been satisfied with
respect to such TI/LC Advance to Lender’s satisfaction (or waived in accordance
with Section 9.3) at Borrower’s sole cost and expense as of the
date such TI/LC Advance is to be made:


 


(a)                                  Notice of Borrowing. Borrower shall have delivered to Lender, at
least 5 Business Days prior to the date of the requested TI/LC Advance, a
written notice, in the form of Exhibit E, specifying the Payment
Date (on or prior to the Final TI/LC Advance Date) on which


 


71





















 


such
TI/LC Advance is to be made and specifying the amount thereof, together with
invoices or other evidence reasonably satisfactory to Lender of the incurrence
of the Tenant Improvement or Leasing Commission expense for which payment or
reimbursement is sought.


 


(b)                                 No Default. No monetary default or any other Event of Default shall have occurred
and then be continuing or shall result from the funding of such TI/LC Advance.


 


(c)                                  Officer’s Certificate. Borrower shall deliver to Lender an Officer’s
Certificate certifying that (i) the costs for which the TI/LC Advance is
requested have been previously paid by Borrower or will be paid from the
proceeds of the requested disbursement, and Borrower has applied all previous
TI/LC Advances for the purposes for which they were requested, and (ii) the
representations and warranties contained in Article IV are true and correct
on the date of such request, and will be true and correct on the date of the
TI/LC Advance, as if made on the date thereof.


 


(d)                                 Lien Releases. If requested by Lender with respect to
Tenant Improvements, such TI/LC Advance shall be conditioned on (i) Lender’s
receipt of lien releases or waivers from any contractors, subcontractors and
others with respect to previous TI/LC Advances; and (ii) a reasonably
satisfactory site inspection.


 


(e)                                  Title Insurance. Lender shall have received a so-called “date
down endorsement” to the Qualified Title Insurance Policy bringing the
effective date of coverage of such policy to the date the subject TI/LC Advance
is made, showing no exceptions to the Liens of the Mortgages other than the
Permitted Encumbrances and showing that the amount of coverage provided by such
Qualified Title Insurance Policy shall be, upon the making of such TI/LC
Advance, equal to the Principal Indebtedness after giving effect to such TI/LC
Advance.


 


(f)                                    Intentionally Omitted.


 


(g)                                 Leases. The Lease in respect of which the TI/LC Advance is requested shall have
been entered into in accordance with Section 5.7.


 


(h)                                 In Balance. Lender shall be satisfied that after giving effect to the proposed
TI/LC Advance, and taking into account the limitations set forth in clause (i) below,
the Unfunded TI/LC Advance Amount will be sufficient to pay for all
then-required Tenant Improvements and Leasing Commissions at the Properties and
all Tenant Improvements and Leasing Commissions in respect of the applicable
Lease, or in each case Sponsor shall have deposited into a subaccount of the
Presidents Cash Management Account sufficient additional funds (the “Deficiency
Deposit”) to cover the amount of the deficiency. All Deficiency Deposits,
if any, shall be additional Collateral and disbursed by Lender to Borrower
prior to any subsequent TI/LC Advance pursuant to the terms and conditions
hereof (excluding the limitations set forth in clause (i)) as if such amounts
constituted a portion of the Unfunded TI/LC Advance Amount.


 


(i)                                     Advance Thresholds. The aggregate amount of TI/LC Advances in
respect of any Lease, after giving effect to the proposed TI/LC Advance, shall
not exceed the TI/LC Advance Threshold applicable to such Lease.
Notwithstanding the foregoing, subject to Lender’s written consent, to the
extent the TI/LC Advance Threshold applicable to any particular


 


72





















 


Lease
is in excess of the aggregate TI/LC Advances made in respect of such Lease,
Borrower may add such excess to the TI/LC Advance Threshold applicable to
another Lease.


 


(j)                                     Draw Fee; Expenses. Borrower shall have paid to Lender, in
connection with each TI/LC Advance (i) all reasonable out-of-pocket costs
and expenses incurred by Lender (including, without limitation, reasonable
attorney fees and costs and expenses incurred by Lender in determining the
satisfaction of each of the conditions precedent for such TI/LC Advance) and (ii) a
draw fee in an amount equal to $3,000.


 


(k)                                  No Material Adverse Effect. No event or series of events shall have
occurred which Lender reasonably believes has had or is reasonably likely to
have a Material Adverse Effect.


 


ARTICLE IX


 


MISCELLANEOUS


 


9.1.                              Successors. Except as otherwise provided in this Agreement, whenever in this
Agreement any of the parties to this Agreement is referred to, such reference
shall be deemed to include the permitted successors and permitted assigns of
such party. All covenants, promises and agreements in this Agreement contained,
by or on behalf of Borrower, shall inure to the benefit of Lender and its
successors and assigns.


 


9.11.                        GOVERNING LAW.


 


(A)                              THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(B)                                ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST BORROWER
OR SPONSOR ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS (OTHER THAN ANY ACTION IN RESPECT OF THE CREATION, PERFECTION OR
ENFORCEMENT OF A LIEN OR SECURITY INTEREST CREATED PURSUANT TO ANY LOAN
DOCUMENTS NOT GOVERNED BY THE LAWS OF THE STATE OF NEW YORK) MAY BE
INSTITUTED IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK. BORROWER AND
SPONSOR HEREBY (i) IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT
AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM, AND (ii) IRREVOCABLY SUBMIT TO THE JURISDICTION
OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.


 


9.3.                              Modification, Waiver in Writing. Neither this Agreement nor any other Loan
Document may be amended, changed, waived, discharged or terminated, nor shall
any consent or approval of Lender be granted hereunder, unless such amendment,
change, waiver, discharge, termination, consent or approval is in writing
signed by Lender.


 


73





















 


9.4.                              Notices. All notices, consents, approvals and requests required or permitted
hereunder or under any other Loan Document shall be given in writing by
expedited prepaid delivery service, either commercial or United States Postal
Service, with proof of delivery or attempted delivery, addressed as follows (or
at such other address and person as shall be designated from time to time by
any party to this Agreement, as the case may be, in a written notice to the
other parties to this Agreement in the manner provided for in this Section). A
notice shall be deemed to have been given when delivered or upon refusal to
accept delivery.


 


If to Lender:


 


Archon Financial, L.P.


600 East Las Colinas Boulevard, Suite 800


Irving, Texas 75039


Attention: Michael Forbes


 


with a copy to:


 


Goldman Sachs Mortgage Company


85 Broad Street


New York, New York 10004


Attention: J. Theodore Borter


 


and


 


Goldman Sachs Mortgage Company


85 Broad Street


New York, New York 10004


Attention: Leo Huang


 


and


 


Cleary, Gottlieb, Steen & Hamilton


One Liberty Plaza


New York, New York 10006


Attention: Michael Weinberger, Esq.


 


If to Presidents Borrower or RKB Borrower:


 


RKB Washington Property Fund I L.P.


c/o Republic Properties Corporation


1280 Maryland Avenue, SW


Suite 280


Washington, D.C 20024


Attention: Steven A. Grigg and Mark Keller


 


74





















 


with a copy to:


 


Arent Fox PLLC


1050 Connecticut Avenue, NW


Washington, D.C. 20036-5339


Attention: Eleanor Zappone, Esq.


 


If to Individual Sponsors:


 


Richard Kramer, Steven A. Grigg and Mark Keller


c/o Republic Properties Corporation


1280 Maryland Avenue, SW


Suite 280


Washington, D.C 20024


 


with a copy to:


 


Arent Fox PLLC


1050 Connecticut Avenue, NW


Washington, D.C. 20036-5339


Attention: Eleanor Zappone, Esq.


 


9.5.                              TRIAL BY JURY. BORROWER AND SPONSOR, TO THE FULLEST EXTENT
THAT THEY MAY LAWFULLY DO SO, HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF
ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY
TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO
THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN
CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND
VOLUNTARILY BY BORROWER AND SPONSOR AND IS INTENDED TO ENCOMPASS INDIVIDUALLY
EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD
OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH
IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER AND SPONSOR.


 


9.6.                              Headings. The Article and Section headings in this Agreement are included
in this Agreement for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.


 


9.7.                              Assignment and Participation.


 


(a)                                  Except as explicitly set forth in Sections
2.1 and 2.2, Borrower may not sell, assign or transfer any interest
in the Loan Documents or any portion thereof (including Borrower’s rights,
title, interests, remedies, powers and duties hereunder and thereunder).


 


(b)                                 Lender and each assignee of all or a portion
of the Loan shall have the right from time to time in its discretion to sell
one or more of the Notes or any interest therein (an “Assignment”)
and/or sell a participation interest in one or more of the Notes (a “Participation”).


 


75





















 


Borrower
agrees reasonably to cooperate with Lender, at Lender’s request, in order to
effectuate any such Assignment or Participation. In the case of an Assignment, (i) each
assignee shall have, to the extent of such Assignment, the rights, benefits and
obligations of the assigning Lender as a “Lender” hereunder and under the other
Loan Documents, (ii) the assigning Lender shall, to the extent that rights
and obligations hereunder have been assigned by it pursuant to an Assignment,
relinquish its rights and be released from its obligations under this
Agreement, and (iii) one Lender shall serve as agent for all Lenders and
shall be the sole Lender to whom notices, requests and other communications
shall be addressed and the sole party authorized to grant or withhold consents
hereunder on behalf of the Lenders (subject, in each case, to appointment of a
Servicer, pursuant to Section 9.22, to receive such notices,
requests and other communications and/or to grant or withhold consents, as the
case may be) and to be the sole Lender to designate the account to which
payments shall be made by Borrower to the Lenders hereunder. Goldman Sachs
Mortgage Company shall maintain, or cause to be maintained, as agent for
Borrower, a register at 85 Broad Street, New York, New York or such other
address as it shall notify Borrower in writing, on which it shall enter the
name or names of the registered owner or owners from time to time of the Notes.
Borrower agrees that upon effectiveness of any Assignment of any Note in part,
Borrower will promptly provide to the assignor and the assignee separate
promissory notes in the amount of their respective interests (but, if
applicable, with a notation thereon that it is given in substitution for and
replacement of an original Note or any replacement thereof), and otherwise in
the form of such Note, upon return of the Note then being replaced. Each
potential assignee and potential participant (until it becomes clear that such
potential assignee or potential participant is not to become an actual assignee
or participant), and each actual assignee and participant, and each Rating
Agency or potential investor, shall be entitled to receive all information
received by Lender under this Agreement. After the effectiveness of any
Assignment, the party conveying the Assignment shall provide notice to Borrower
and each Lender of the identity and address of the assignee. Notwithstanding
anything in this Agreement to the contrary, after an Assignment, the assigning
Lender (in addition to the assignee) shall continue to have the benefits of any
indemnifications contained in this Agreement which such assigning Lender had
prior to such assignment with respect to matters occurring prior to the date of
such assignment.


 


(c)                                  If, pursuant to this Section 9.7,
any interest in this Agreement or any Note is transferred to any transferee
that is not a U.S. Person, the transferor Lender shall cause such transferee,
concurrently with the effectiveness of such transfer, (i) to furnish to
the transferor Lender and Borrower either Form W-8BEN or Form W-8ECI
or any other form in order to establish an exemption from, or reduction in the
rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to
agree (for the benefit of Lender and Borrower) to provide the transferor Lender
and Borrower a new Form W-8BEN or Form W-8ECI or any forms reasonably
requested in order to establish an exemption from, or reduction in the rate of,
U.S. withholding tax upon the expiration or obsolescence of any previously
delivered form and comparable statements in accordance with applicable U.S.
laws and regulations and amendments duly executed and completed by such
transferee, and to comply from time to time with all applicable U.S. laws and
regulations with regard to such withholding tax exemption.


 


9.8.                              Severability. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such


 


76





















 


provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.


 


9.9.          Preferences. Lender shall have no obligation to marshal any assets in favor of
Borrower or any other party or against or in payment of any or all of the
obligations of Borrower pursuant to this Agreement, the Notes or any other Loan
Document. Lender shall have the continuing and exclusive right to apply or
reverse and reapply any and all payments by Borrower to any portion of the
obligations of Borrower hereunder and under the Loan Documents. To the extent
Borrower makes a payment or payments to Lender, which payment or proceeds or
any portion thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, receiver or any
other party under any bankruptcy law, state or federal law, common law or
equitable cause, then, to the extent of such payment or proceeds received, the
obligations hereunder or portion thereof intended to be satisfied shall be
revived and continue in full force and effect, as if such payment or proceeds
had not been received by Lender.


 


9.10.        Remedies of Borrower. If a claim is made that Lender or its
agents have unreasonably delayed acting or acted unreasonably in any case where
by law or under this Agreement, the Notes, the Mortgage or the other Loan
Documents, any of such Persons has an obligation to act promptly or reasonably,
Borrower agrees that no such Person shall be liable for any monetary damages,
and Borrower’s sole remedy shall be limited to commencing an action seeking
specific performance, injunctive relief and/or declaratory judgment.


 


9.11.        Offsets, Counterclaims and Defenses. All payments made by Borrower hereunder or
under the other Loan Documents shall be made irrespective of, and without any
deduction for, any setoffs or counterclaims. Borrower waives the right to
assert a counterclaim, other than a mandatory or compulsory counterclaim, in
any action or proceeding brought against it by Lender arising out of or in any
way connected with the Notes, this Agreement, the other Loan Documents or the
Indebtedness. Any assignee of Lender’s interest in the Loan shall take the same
free and clear of all offsets, counterclaims or defenses which are unrelated to
the Loan.


 


9.12.        No Joint Venture. Nothing in this Agreement is intended to
create a joint venture, partnership, tenancy-in-common, or joint tenancy
relationship between Borrower and Lender, nor to grant Lender any interest in
the Properties other than that of mortgagee or lender.


 


9.13.        Conflict; Construction of Documents. In the event of any conflict between the
provisions of this Agreement and the provisions of the Notes, the Mortgages or
any of the other Loan Documents, the provisions of this Agreement shall
prevail.


 


9.14.        Brokers and Financial Advisors. Borrower and Sponsor each represent that
they have dealt with no financial advisors, brokers, underwriters, placement
agents, agents or finders in connection with the transactions contemplated by
this Agreement. Borrower and Sponsor each agree, jointly and severally, to
indemnify and hold Lender harmless from and against any and all claims,
liabilities, costs and expenses of any kind in any way relating to or arising
from a claim by any Person that such Person acted on behalf of Borrower in
connection with the transactions contemplated in this Agreement. The provisions
of this Section 9.14 shall survive the expiration and termination of
this Agreement and the repayment of the Indebtedness.


 


77





















 


9.15.        Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
an original, but all of which shall together constitute one and the same
instrument.


 


9.16.        Estoppel Certificates. Borrower agrees at any time and from time
to time, to execute, acknowledge and deliver to Lender, within five days after
receipt of Lender’s written request therefor, a statement in writing setting
forth (A) the Principal Indebtedness and the Unfunded TI/LC Advance Amount, (B)
the date on which installments of interest and/or principal were last paid, (C)
any offsets or defenses to the payment of the Indebtedness, (D) that the Notes,
this Agreement, the Mortgage and the other Loan Documents are valid, legal and
binding obligations and have not been modified or if modified, giving
particulars of such modification, (E) that neither Borrower nor, to Borrower’s
knowledge, Lender, is in default under the Loan Documents (or specifying any
such default), and (F) such other matters as Lender may reasonably request. Any
prospective purchaser of any interest in a Loan shall be permitted to rely on
such certificate.


 


9.17.        Payment of Expenses; Mortgage Recording Taxes. Borrower shall reimburse Lender upon
receipt of written notice from Lender for (i) all reasonable out-of-pocket
costs and expenses incurred by Lender (or any of its affiliates) in connection
with the origination of the Loan, including legal fees and disbursements,
accounting fees, and the costs of the Appraisal, the Engineering Report, the
Qualified Title Insurance Policy, the Qualified Survey, the Environmental
Report and any other third-party diligence materials; (ii) all reasonable
out-of-pocket costs and expenses incurred by Lender (or any of its affiliates)
in connection with (A) Borrower’s ongoing performance of and compliance with
Borrower’s agreements and covenants contained in this Agreement and the other
Loan Documents on its part to be performed or complied with after the Closing
Date, including confirming compliance with environmental and insurance
requirements, (B) the negotiation, preparation, execution, delivery and
administration of any consents, amendments, waivers or other modifications to
this Agreement and the other Loan Documents and any other documents or matters
requested by Borrower or by Lender, (C) filing and recording fees and expenses
and other similar expenses incurred in creating and perfecting the Liens in
favor of Lender pursuant to this Agreement and the other Loan Documents, and
(D) enforcing or preserving any rights, in response to third party claims or
the prosecuting or defending of any action or proceeding or other litigation,
in each case against, under or affecting Borrower, this Agreement, the other
Loan Documents or any Collateral; and (iii) all actual out-of-pocket costs and
expenses (including, if the Loan has been securitized, special servicing fees)
incurred by Lender (or any of its affiliates) in connection with the
enforcement of any obligations of Borrower, or a Default by Borrower, under the
Loan Documents, including any actual or attempted foreclosure, deed-in-lieu of
foreclosure, refinancing, restructuring or workout and any insolvency or
bankruptcy proceedings.


 


9.18.        No Third-Party Beneficiaries. This Agreement and the other Loan Documents
are solely for the benefit of Lender and Borrower, and nothing contained in
this Agreement or the other Loan Documents shall be deemed to confer upon
anyone other than Lender and Borrower any right to insist upon or to enforce
the performance or observance of any of the obligations contained herein or
therein. All conditions to the obligations of Lender to make the Loan hereunder
are imposed solely and exclusively for the benefit of Lender, and no other
Person shall have standing to require satisfaction of such conditions in
accordance with


 


78





















 


their
terms or be entitled to assume that Lender will refuse to make the Loan in the
absence of strict compliance with any or all thereof, and no other Person shall
under any circumstances be deemed to be a beneficiary of such conditions, any
or all of which may be freely waived in whole or in part by Lender if, in
Lender’s sole discretion, Lender deems it advisable or desirable to do so.


 


9.19.        Recourse.


 


(a)           The Junior Indebtedness shall be recourse to
the RKB Borrower. Recourse to the Presidents Borrower shall be limited to the Liens
of Lender on the Properties and the other Collateral, and recourse to RKB
Holding, L.P. shall be limited to its rights to distributions from the RKB
Borrower as set forth in the Distributions Rights Pledge Agreement. Except as
set forth in this Section 9.19(a) and Section 9.19(b), no
recourse shall be had for the Indebtedness or for the performance of any
obligations of Borrower under the Loan Documents against Borrower, Sponsor,
their affiliates, or any officer, director, partner or equityholder of RKB
Borrower or any such affiliate.


 


(b)           Borrower and Sponsor (as evidenced by Sponsor’s
signature below) agree to jointly and severally indemnify Lender and hold
Lender harmless from and against any and all Damages to Lender (including the
legal and other expenses of enforcing the obligations of the Borrower and
Sponsor under this Section 9.19) resulting from or arising out of any of
the following (the “Indemnified Liabilities”):


 


(i)            any intentional, affirmative acts of physical
Waste with respect to the Properties or the RKB Properties committed or
intentionally permitted by Borrower, Sponsor or any of their respective
affiliates;


 


(ii)           any actual fraud or fraudulent
misrepresentation (and, with respect to Presidents Sponsor but not the
Individual Sponsors, any intentional misrepresentation even if not fraudulent)
committed by Borrower, Sponsor or any of their respective affiliates;


 


(iii)          the appropriation or application by Borrower,
Sponsor or any of their respective affiliates of any funds (including Revenues,
Net RKB Capital Event Proceeds, RKB Excess Cash Flow, security deposits and/or
Loss Proceeds) in violation of any provisions of the Loan Documents, including
any violation of the last sentence of Section 5.7(d), any failure to
apply Net RKB Capital Event Proceeds or the proceeds of any initial public
offering toward the repayment of the Loan in accordance with Sections 1.3(d)
and (e), as applicable, and any failure of an RKB Subsidiary to make
distributions of all RKB Excess Cash Flow to the RKB Cash Management Account,
in accordance with the Distribution Acknowledgment, after receipt from Lender
of notice of the occurrence of an Event of Default;


 


(v)           with respect to Presidents Sponsor but not
the Individual Sponsors, any breach in any material respect by Borrower or
Presidents Sponsor of any representation or covenant regarding environmental
matters contained in this Agreement or in the


 


79





















 


Environmental
Indemnity Agreement or the indemnification obligations under Section 9.14;


 


(vi)          the failure of Presidents Borrower, RPT
Holding LLC or RPT Holding LLC’s Single-Purpose Equityholder, at any time, to
be a Single-Purpose Entity;


 


(vii)         with respect to Presidents Sponsor but not
the Individual Sponsors, the failure of Borrower to pay any exit fee payable
pursuant to any side letter between Borrower and Lender; or


 


(viii)        any failure of RKB Borrower to exercise its right to require equity
contributions from the RKB Investors, and to apply such equity contributions
when received toward the repayment of the Loan, in accordance with Section
5.20 during the continuance of any Event of Default.


 


In
addition, upon the occurrence of (x) any Transfer of Collateral, Transfer of
any RKB Property (other than a transfer by reason of the foreclosure of such
property by the lender pursuant to the provisions of any RKB Subsidiary Loan
Document), material encumbrance of any Collateral (other than Permitted
Encumbrances), material encumbrance of any RKB Property (other than RKB
Permitted Encumbrances), or any Change of Control which is prohibited hereunder
or (y) any filing by RKB Borrower, any Presidents Borrower, RPT Holding LLC or
any RKB Subsidiary under the Bankruptcy Code, or any joining or colluding by
any such entity or any of its affiliates (including Sponsor) in the filing of
an involuntary case in respect of any such entity under the Bankruptcy Code,
then the entire Indebtedness shall become fully, jointly and severally recourse
to Borrower and Sponsor, and Sponsor hereby guarantees (jointly and severally)
payment in full of the Indebtedness under any such circumstance, which guaranty
is a guaranty of performance and not collection; provided that the liability of
the Individual Sponsors under this paragraph shall not exceed the Junior
Indebtedness and the liability of the Individual Sponsors under this paragraph
shall terminate at such time that the Junior Indebtedness is reduced to zero
with respect to events that occur after such time.


 


(c)           The liability of Sponsor and Borrower under Section
9.19(b) shall be direct and immediate and not conditional or contingent
upon the pursuit of any remedies against Borrower or any other Person, nor
against the Collateral, and shall not be impaired or limited by any event,
including, without limitation, the following events, in each case whether
occurring with or without notice to Sponsor or with or without consideration:


 


(i)            any extensions of time for performance
required by any of the Loan Documents or any extension or renewal of the Note;


 


(ii)           any sale, assignment or foreclosure of the Notes, the Mortgage or any
of the other Loan Documents or any sale or transfer of any or all of the
Properties;


 


(iii)          any assumption or any other change in the composition of Borrower
including the withdrawal or removal of Sponsor from any current or future
position of ownership, management or control of Borrower;


 


80





















 


(iv)          the accuracy or inaccuracy of the representations made by Borrower in
any of the Loan Documents;


 


(v)           the release of Borrower or of any other Person from performance or
observance of any of the agreements, covenants, terms or conditions contained
in any of the Loan Documents by operation of law, Lender’s voluntary act or
otherwise; or


 


(vi)          the modification of the terms of any one or more of the Loan Documents.


 


Sponsor
acknowledges that Lender would not make the Loan but for the personal liability
undertaken by Sponsor in this Agreement. Sponsor agrees that it shall not
demand or accept any payment from Borrower in respect of any amounts owing or
paid by Sponsor hereunder until one year and one day after such time as the
Indebtedness shall have been paid in full.


 


(d)           The foregoing limitations on personal
liability shall in no way impair or constitute a waiver of the validity of the
Notes, the Indebtedness secured by the Collateral, or the Liens on the
Collateral, or the right of Lender, as mortgagee or secured party, to foreclose
and/or enforce its rights with respect to the Collateral after an Event of
Default. Nothing in this Agreement shall be deemed to be a waiver of any right
which Lender may have under the United States Bankruptcy Code to file a claim
for the full amount of the debt owing to Lender by Borrower or to require that
all Collateral shall continue to secure all of the Indebtedness owing to Lender
in accordance with the Loan Documents. Lender may seek a judgment on the Notes
(and, if necessary, name Borrower in such suit) as part of judicial proceedings
to foreclose under the Mortgage or to foreclose pursuant to any other Loan
Documents, or as a prerequisite to any such foreclosure or to confirm any
foreclosure or sale pursuant to power of sale thereunder, and in the event any
suit is brought on the Notes, or with respect to any Indebtedness or any
judgment rendered in such judicial proceedings, such judgment shall constitute
a Lien on and will be and can be enforced on and against the Collateral and the
rents, profits, issues, products and proceeds thereof. Nothing in this
Agreement shall impair the right of the Lender to accelerate the maturity of
the Notes upon the occurrence and during the continuance of an Event of
Default, nor shall anything in this Agreement impair or be construed to impair
the right of Lender to seek personal judgments, and to enforce all rights and
remedies under applicable law, jointly and severally against any guarantors to
the extent allowed by any applicable guarantees. The provisions set forth in
this Section 9.19 are not intended as a release or discharge of the
obligations due under the Notes or under any Collateral Documents, but are
intended as a limitation, to the extent provided in this Section, on Lender’s
right to sue for a deficiency or seek a personal judgment against Borrower or
Sponsors.


 


9.20.
Right of Set-Off. In addition to any rights now or hereafter granted
under applicable law or otherwise, and not by way of limitation of any such
rights, upon the occurrence and during the continuance of an Event of Default,
Lender may from time to time, without presentment, demand, protest or other
notice of any kind (all of such rights being hereby expressly waived), set-off
and appropriate and apply any and all deposits (general or special) and any
other indebtedness at any time held or owing by Lender (including branches,
agencies or affiliates of Lender wherever located) to or for the credit or the
account of Borrower against the obligations and liabilities of Borrower to
Lender hereunder, under the Notes, the other Loan Documents or otherwise,
irrespective of whether Lender shall have made any demand hereunder


 


81





















 


and although such
obligations, liabilities or claims, or any of them, may be contingent or
unmatured, and any such set-off shall be deemed to have been made immediately
upon the occurrence of an Event of Default even though such charge is made or
entered on the books of Lender subsequent thereto.


 


9.21.        Exculpation of Lender. Lender neither undertakes nor assumes any
responsibility or duty to Borrower or any other party to select, review,
inspect, examine, supervise, pass judgment upon or inform Borrower or any third
party of (a) the existence, quality, adequacy or suitability of Appraisals of
the Properties or other Collateral, (b) any environmental report, or (c) any
other matters or items, including, but not limited to, engineering, soils and
seismic reports which are contemplated in the Loan Documents. Any such
selection, review, inspection, examination and the like, and any other due
diligence conducted by Lender, is solely for the purpose of protecting Lender’s
rights under the Loan Documents, and shall not render Lender liable to Borrower
or any third party for the existence, sufficiency, accuracy, completeness or
legality thereof.


 


9.22.        Servicer. Lender may delegate any and all rights and obligations of Lender
hereunder and under the other Loan Documents to the Servicer upon notice by
Lender to Borrower, whereupon any notice or consent from the Servicer to
Borrower, and any action by Servicer on Lender’s behalf, shall have the same
force and effect as if Servicer were Lender.


 


9.23.
Prior Agreements. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS CONTAIN
THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND THERETO IN RESPECT OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND ALL PRIOR AGREEMENTS AMONG OR
BETWEEN SUCH PARTIES, WHETHER ORAL OR WRITTEN, INCLUDING ANY TERM SHEETS,
CONFIDENTIALITY AGREEMENTS AND COMMITMENT LETTERS, ARE SUPERSEDED BY THE TERMS
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.


 


82





















 


Lender
and Borrower are executing this Agreement as of the date first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  PRESIDENTS PARK I LLC, a Delaware limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark Keller

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  PRESIDENTS PARK II LLC, a Delaware limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark Keller

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  PRESIDENTS PARK III LLC, a Delaware limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark Keller

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  RKB WASHINGTON PROPERTY FUND I
  L.P., a

  
	
   

  	
  Delaware limited
  partnership

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  RKB Washington Property
  Fund I (General

  Partner) LLC, its general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark Keller

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Mark Keller

  	
   

  
	
  [SIGNATURE PAGE CONTINUES]

  	
   

  	
   

  	
  Title: Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 





















 


SPONSOR (solely with respect to Sections 9.14 and 9.19
hereof):


 


	
  INDIVIDUAL
  SPONSORS:

  	
  PRESIDENTS
  SPONSOR:

  
	
   

  	
   

  
	
  By:

  	
  /s/ Richard Kramer

  	
   

  	
  RKB
  WASHINGTON PROPERTY FUND I 

  
	
   

  	
  RICHARD
  KRAMER, an individual

  	
   

  	
  L.P., a Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  RKB Washington Property Fund I

  
	
   

  	
   

  	
   

  	
   

  	
  (General Partner) LLC, its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  	
   

  	
   

  
	
   

  	
  STEVEN A. GRIGG, an individual

  	
   

  	
   

  	
  By:

  	
  /s/ Mark Keller

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: Mark Keller

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mark Keller

  	
   

  	
   

  	
   

  
	
   

  	
  MARK
  KELLER, an
  individual

  	
   

  	
   

  	
   

  



 


[SIGNATURE PAGE CONTINUES]


 





















 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  ARCHON
  FINANCIAL, L.P.,

  
	
   

  	
  a Delaware limited
  partnership

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  ARCHON FINANCIAL, LLC, a

  
	
   

  	
   

  	
   

  	
  Delaware limited liability
  company, its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark J. Buono

  	
   

  
	
   

  	
   

  	
   

  	
  Name:        Mark J. Buono

  
	
   

  	
   

  	
   

  	
  Title:          Director

  
						



 


83





















 


Exhibit A


Form of Tenant Notice


 





















 


Exhibit A


 


Form of Tenant Notice


 


[BORROWER’S LETTERHEAD]


 


        ,20  


 


	
  Re:

  	
  Lease dated [       ], 200   between [       ],

  	
   

  	
   

  
	
   

  	
  as Landlord, and [       ], as Tenant,

  	
   

  	
   

  
	
   

  	
  concerning premises known
  as [      ] (the “Building”).

  	
   

  	
   

  



 


Dear
Tenant:


 


[As of      
, 200  ,            , the owner of the Building, has
transferred the Building to         (the “New
Landlord”).] The undersigned hereby directs and authorizes you to make all
rental payments and other amounts payable by you pursuant to your lease as
follows:


 


(x)            If the payment is made by wire transfer, you
shall transfer the applicable funds to the following account::


 


Bank:


Account
Name


Account
No.:


ABA
No.:


Contact:


 


(y)           If the payment is made by check, you shall
deliver your payment to the following address: [LOCKBOX ADDRESS].


 


[In addition, please amend the insurance
policies which you are required to maintain under your lease to include the new
owner as an additional insured thereon.]


 


The
instructions set forth herein are irrevocable and are not subject to modification
by us or the New Landlord in any manner. Only [name of then-current Lender], or
its successors and assigns, may by written notice to you rescind or modify the
instructions contained herein.


 


Thank you in advance for your cooperation and
if you have any questions, please call              at
(      )    -
          .


 


Very
truly yours,


 





















 


Exhibit B


Form of Cash Management Agreement


 





















 


CASH MANAGEMENT AGREEMENT


 


This Cash Management Agreement is dated as of December 29, 2004 (this “Agreement”)
and is between SUNTRUST BANK, a
Georgia banking corporation (together with its successors and assigns, “Cash
Management Bank”), RKB WASHINGTON
PROPERTY FUND I L.P., a Delaware limited partnership (the “Borrower”),
and ARCHON FINANCIAL, L.P., a
Delaware limited partnership (together with its successors and assigns, the “Lender”).


 


W I  T
N  E  S  S  E  T  H


 


WHEREAS, pursuant to the Loan Agreement, dated as of the date hereof,
(as the same may be amended, restated, supplemented or otherwise modified from
time to time, the “Loan Agreement”; capitalized terms used but not
defined herein to have the meanings ascribed to them therein), by and among the
Lender, the Borrower, Presidents Park I LLC, Presidents Park II LLC, Presidents
Park III LLC, and certain other parties for certain limited purposes, the
Lender has provided financing to the Borrower secured by, among other things, a
pledge of the RKB Excess Cash Flow.


 


WHEREAS, the Loan Agreement provides that any RKB Excess Cash Flow
actually disbursed is to be disbursed directly into the RKB Cash Management
Account (as defined below); and


 


WHEREAS, the Borrower and the Lender desire to retain the Cash
Management Bank to provide the services described herein and the Cash
Management Bank agrees to provide such services;


 


NOW THEREFORE, in consideration of the mutual premises contained
herein, and for other good and valuable consideration the sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:


 


Section 1. Establishment and Maintenance of the Account.


 


(a)           Concurrently herewith, an account entitled
the “RKB Cash Management Account” (i.e., lockbox (dda) account [         ]
is being established with the Cash Management Bank, and such account is
referred to herein as the “Account”. The Account (a) shall be in the name of
the Borrower, as pledgor, and the Lender (or such other Person as the Lender
shall designate), as secured party (and, upon the request of the Lender, shall
bear a designation clearly indicating that the funds deposited therein are held
by the Lender as a trustee for holders of interests in the Loan), (b) shall be
under the sole dominion and control of the Lender, (c) shall be a segregated
account maintained with the Cash Management Bank’s corporate trust department,
(d) shall not be evidenced by a certificate of deposit, passbook or other
instrument, and (e) shall contain only funds held for the benefit of the Lender
in accordance herewith. The Cash Management Bank agrees that it shall not
respect any requests for withdrawal or any entitlement orders from any party
other than the Lender (or such other Person as the Lender shall designate).


 





















 


(b)           The Cash Management Bank represents that it
is a federal or state chartered depository institution, subject to regulations
regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal
Regulations Section 9.10(b), and has corporate trust powers.


 


(c)           The Cash Management Bank shall hold amounts
deposited in the Account in trust for the Lender and shall not commingle such
amounts with any other amounts held on behalf of the Lender or any other
Person.


 


(d)           Any amount held in the Account shall either
be held in Permitted Investments (as defined on Exhibit 2 hereto) or be
left uninvested, in each case, at the written direction of the Borrower (or, if
the Lender shall notify the Cash Management Bank in writing of the continuance
of an Event of Default under the Loan Agreement, at the direction of the
Lender). All earnings or losses on Permitted Investments shall be credited to
or debited from the Account(s). Neither the Lender nor the Cash Management Bank
shall be responsible for losses on any Permitted Investment. Borrower shall
include all income and/or losses in its Federal and State tax returns.


 


Section 2. Disbursements from the Account.


 


(a)           The Account shall be under the sole dominion
and control of the Lender, and the Cash Management Bank shall, without the
further consent of the Borrower, comply with all written instructions received
from the Lender with respect thereto, including, without limitation,
instructions that amounts be disbursed therefrom to other accounts specified by
the Lender (it being agreed by Lender, for the benefit of the Borrower, that
such written instructions shall at all times be in conformance with the provisions
of the Loan Agreement). The Lender may from time to time, on three Business
Days’ prior written notice to the Cash Management Bank and without the further
consent of the Borrower, change any written instructions provided by Lender to
the Cash Management Bank (it being agreed by the Lender, for the benefit of the
Borrower, that the Lender shall only exercise such right in accordance with the
terms of the Loan Agreement), and the Cash Management Bank is hereby
irrevocably instructed by the parties to comply with such notice or
instruction. The Cash Management Bank hereby agrees to deliver written notice
of any deficiency in the RKB Cash Management Account (relative to any
Disbursement Instruction (as hereinafter defined)) to the Lender and the
Borrower within three Business Days prior to any applicable disbursement date
specified in a Disbursement Instruction, but the Borrower agrees that failure
of the Cash Management Bank to deliver such notice shall not in any way alter
the obligations of the Borrower under the Loan Agreement.


 


(b)           The Lender shall deliver written disbursement
instructions in accordance with the provisions of the Loan Agreement to the
Cash Management Bank on a monthly basis, which instructions shall (prior to the
continuance of an Event of Default under the Loan Agreement) be substantially
in the form of Exhibit 1 hereto (“Disbursement Instructions”) and
shall be given to the Cash Management Bank by the Lender at least three
Business Days prior to the date on which such Disbursement Instructions shall
become effective.


 


2





















 


(c)           Statements. At the end of each month, the regular statement from the Cash
Management Bank covering deposits to and withdrawals from the RKB Cash
Management Account shall be sent to the Lender, with a copy to the Borrower at
the addresses set forth below.


 


Section 3. Fees.   The Cash Management Bank agrees that it
shall look solely to the Borrower for the payment of its regular fees in
connection with the maintenance of the Account and the performance of its
duties hereunder. Borrower further agrees that, in the event of any controversy
arising under or in connection with this Agreement or the Account, or in the
event that the Cash Management Bank is made a party to or intervenes in any
litigation pertaining to this Agreement or the Account, Borrower shall
reimburse Cash Management Bank for any and all costs and expenses incurred by
Cash Management in connection with any such controversy or litigation.


 


Section 4. Termination.


 


(a)           The Cash Management Bank may resign and be
discharged from its duties or obligations hereunder by giving 45 days’ prior
written notice in writing of such resignation specifying a date when such
resignation shall take effect.  The Cash
Management Bank shall have no responsibility for the appointment of a successor
cash management bank hereunder. If Cash Management Bank has not received an
instruction identifying the substitute Cash Management Bank on or before the
expiration of such 45 day period, then Cash Management Bank shall assign,
transfer and remit to Lender all funds and assets held by Cash Management Bank
pursuant to this Agreement.


 


(b)           The Lender may terminate this Agreement after
30 days’ prior written notice to the other parties hereto, and upon such
termination, shall designate a substitute Cash Management Bank, subject to the
Borrower’s reasonable approval, to which all obligations, duties and rights
hereunder shall be assigned (it being agreed by the Lender for the benefit of
the Borrower that the Lender shall only exercise such right if and to the
extent permitted under Section 3.1(d) of the Loan Agreement).


 


(c)           The Cash Management Bank hereby agrees that
it shall take all actions reasonably necessary and shall cooperate with the Lender
(without the further consent of the Borrower) to facilitate any transfer of its
obligations, duties and rights hereunder.


 


Section 5. Cash Management Bank Waiver of
Set-off. Each of the Cash Management Bank and the Borrower acknowledges and
agrees that the Account is and shall be subject to the sole dominion, control
and discretion of the Lender, its authorized agents or designees, and the
Borrower shall have no right of withdrawal with respect to any such account.
The Cash Management Bank waives any right to offset any claim or to assert any
lien or security interest which it might have against any account maintained
hereunder; provided, however that the Cash Management Bank may charge the RKB
Cash Management Account for any accrued and unpaid fees relating to the
Account.


 


Section 6. Security Agreement. The Borrower hereby pledges,
transfers and assigns to the Lender, and grants to the Lender, as additional
security for the payment and


 


3





















 


performance of the Junior
Note and the obligations of the Borrower under the other Loan Documents, a
continuing perfected security interest in and to, and a general first lien
upon, (i) the Account and all of the Borrower’s right, title and interest in
and to all cash, property or rights transferred to or deposited therein from
time to time by or on behalf of the Borrower, (ii) all earnings, investments
and securities held in the Account, and (iii) any and all proceeds of the
foregoing. This Agreement and the pledge, assignment and grant of security
interest made hereby shall secure payment of all amounts payable by the
Borrower to the Lender under the Junior Note and the other obligations of the
Borrower under the Loan Documents. The Borrower further agrees to execute, acknowledge,
deliver, file or do at its sole cost and expense, all other acts, assignments,
notices, agreements or other instruments as the Lender may reasonably require
in order to effectuate, assure, convey, secure, assign, transfer and convey
unto the Lender any of the rights granted by this Section.


 


Section 7. Certain Matters Affecting the
Cash Management Bank.


 


(a)           The Cash Management Bank shall not be bound
by or under any obligation or duty to inquire into the term of the Loan
Agreement or any other agreement made or entered into in connection with this
Agreement to which the Cash Management Bank is not a party.


 


(b)           The Cash Management Bank may rely and shall
be protected in acting or refraining from acting upon any written notice,
instruction or request furnished to it hereunder and believed by it to be
genuine and to have been signed or presented by the proper party or parties.
The Cash Management Bank shall be under no duty to inquire into or investigate
the validity, accuracy or content of any such document. The Cash Management
Bank shall have no duty to solicit any payments which may be due it hereunder.
The duties and obligations of the Cash Management Bank shall be determined
solely by the express provisions of this Agreement. No implied covenants or
obligations shall be read into this Agreement against the Cash Management Bank.


 


(c)           The Cash Management Bank and its directors,
officers, employees and agents, shall not be liable for any action taken or
omitted by it in good faith unless a court of competent jurisdiction determines
that Cash Management Bank’s gross negligence or willful misconduct was the
primary cause of any loss to the Borrower or the Lender. The Cash Management
Bank may consult with counsel of its own choice and shall have full and
complete authorization and protection for any action taken or omitted by it
hereunder in good faith and in accordance with the opinion of such counsel.


 


(d)           The Borrower agrees to pay or reimburse the
Cash Management Bank upon request for all reasonable expenses, fees,
disbursements, charges, return items and advances, including reasonable
attorney’s fees, incurred or made by it, in connection with the preparation,
execution, performance, delivery, modification and termination of this
Agreement.


 


(e)           The Cash Management Bank and its directors,
officers, agents or employees shall not be liable for any claims, suits,
actions, costs, damages, liabilities or expenses or for any interruption of
services, or incidental, consequential, special or punitive damages


 


4





















 


(“Liabilities”) in
connection with the subject matter of this Agreement other than Liabilities
caused by the gross negligence or willful misconduct of the Cash Management
Bank, or its directors, officers, agents or employees, and the Borrower hereby
agrees to indemnify and hold harmless the Cash Management Bank and the
directors, officers, employees and agents of any of them from and against any
and all Liabilities arising from or in connection with any acts or omissions
taken by the Cash Management Bank or any of its directors, officers, employees
or agents in connection with this Agreement, and the Lender hereby agrees to
indemnify and hold harmless the Cash Management Bank and such other indemnified
parties from any and all such Liabilities resulting from the Cash Management
Bank’s compliance with instructions delivered by the Lender to the Cash
Management Bank, in each case, other than those Liabilities caused by the gross
negligence or willful misconduct of the Cash Management Bank or such
indemnified parties. Cash Management Bank, Borrower and Lender agree that the
liabilities, indemnifications and protections specified herein shall survive
any termination of this Agreement. Upon the written request of the Cash
Management Bank or any of its directors, officers, employees or agents, the
indemnifying party (whether the Borrower or the Lender, as indicated above)
agrees to assume the investigation and defense of any Liabilities subject to
the foregoing indemnity. The Borrower and the Lender hereby agree that the
indemnifications and protections afforded the indemnified parties in this
subsection shall survive the termination of this Agreement


 


(f)            The Borrower shall provide the Cash
Management Bank with the Tax Identification Number (TIN) as assigned to it by
the Internal Revenue Service. All interest or income earned under this
Agreement shall be allocated and paid as provided herein and reported by the
recipient to the Internal Revenue Service as having been so allocated and paid.


 


(g)           Cash Management Bank will not enter into any
additional third-party agreement with respect to the Account (including,
without limitation, any third party control agreements) without the prior
written consent of the Lender.


 


(h)           Cash Management Bank has not received a copy
of the Loan Agreement and is not responsible for the provisions set forth
therein.


 


Section 8. Successors and Assigns;
Assignments. This Agreement shall bind and inure to the benefit of and be
enforceable by the Cash Management Bank, the Borrower and the Lender and their
respective permitted successors and assigns. The Lender shall have the right to
assign or transfer its rights under this Agreement by written notice to the
other parties hereto. Any assignee or transferee of the Lender, the identity of
which shall have been notified to the Cash Management Bank by the Lender, shall
be entitled to all of the benefits afforded the Lender under this Agreement.
The Lender shall have the right to delegate its rights hereunder to a mortgage
loan servicer by notice to the Cash Management Bank.


 


Section
9. Notices, Waivers in Writing. 


 


9.1 Notices shall be sent as follows:


 


5





















 


(i) if to the Borrower, to its address at c/o Republic Properties
Corporation, 1280 Maryland Avenue, SW, Suite 280, Washington, D.C 20024,
Attention: Chief Financial Officer, Fax No. (202) 863-4049, Tax Identification
Number 20-0444818; with a copy to Arent Fox Kintner Plotkin & Kahn PLLC,
1050 Connecticut Avenue, NW, Washington, D.C. 20036-5339 Attention: Eleanor
Zappone, Esq. Fax No. (202) 857 6395.


 


(ii)
if to the Lender, to its address at 600 East Las Colinas Boulevard, Suite 450,
Irving, TX 75039, Attention: Michael Forbes, Fax No. (972) 368-3499, Tax
Identification Number: 75-2734177; with a copy to Goldman Sachs Mortgage
Company, 85 Broad Street, 11th Floor, New York, New York 10004,
Attention: J. Theodore Borter, Fax No. (212) 346-3594, and a copy to Cleary,
Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York 10006,
Attention: Michael Weinberger, Esq., Fax No. (212) 225-2842; and


 


(iii) if to the Cash Management Bank, to its address at 919 E. Main
Street, 10th Floor, Richmond, Virginia 23219, Attention: Emily J.
Hare, Fax No. (804) 782-7855;


 


or,
in each case, to such other or additional addresses as shall be designated in
writing by the respective party to the other parties hereto. Unless otherwise
expressly provided herein, all such notices, to be effective, shall be in
writing (including by facsimile), and shall be deemed to have been duly given
or made (x) when delivered by hand or by nationally recognized overnight
carrier, (y) upon receipt after being deposited in the mail, certified mail and
postage prepaid or (z) in the case of notice by fax, when sent and
electronically confirmed, addressed as set forth above, with a copy of such
notice sent by any other means provided in clauses (x) and (y) above.


 


(b)           No modification, amendment, termination or
waiver of any provision of this Agreement shall in any event be effective
unless the same shall be in a writing signed by the party against whom
enforcement is sought, and then such waiver or consent shall be effective only
in the specific instance, and for the purpose, for which given.


 


(c)           The Lender shall receive copies of all
reports, advices, statements and other information supplied hereunder by any
party hereto to any other party hereto.


 


Section
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to its
principles of conflicts of laws and any action brought hereunder shall be
brought in the courts of the State of New York, located in the County of New
York. Each party hereto irrevocably waives any objection on the grounds of
venue, forum non-conveniens or any similar grounds, irrevocably consents to
service of process by mail or in any other manner permitted by applicable law
and consents to the jurisdiction of said courts.


 


Section
11. Certain Matters Relating to the Borrower and the Lender. The
Borrower and the Lender shall have access (via computer connection) during
normal business hours to account information regarding the Account in
accordance with the Cash Management Bank’s general procedures with regard
thereto.


 


6





















 


Section
12. Representations of the Borrower. The Borrower hereby represents to
the Lender that, as of the date hereof:


 


(a)           This Agreement, together with the other Loan Documents, create a valid
and continuing security interest in the Account in favor of the Lender, which
security interest is prior to all other Liens, other than Permitted
Encumbrances, and is enforceable as such against creditors of and purchasers
from the Borrower. Other than in connection with the Loan Documents, the
Borrower has not sold or otherwise conveyed the Account;


 


(b)           The Account constitutes a “Deposit Account” within the meaning of the
Uniform Commercial Code of the State of New York;


 


(c)           Pursuant and subject to the terms hereof, the Cash Management Bank has
agreed to comply with all instructions originated by the Lender, without
further consent by the Borrower, directing disposition of or otherwise related
to the Account and all sums at any time held, deposited or invested therein,
together with any interest or other earnings thereon, and all proceeds thereof
(including proceeds of sales and other dispositions), whether accounts, general
intangibles, payment intangibles, investment property, chattel paper, deposit
accounts, instruments, documents or securities; and


 


(d)           The Account is not in the name of any Person other than the Borrower,
as pledger, or the Lender, as pledgee. The Borrower has not consented to the
Cash Management Bank’s complying with instructions with respect to the Account
from any Person other than the Lender.


 


Section
13.   Incorporation by Reference.
All obligations of Borrower under this Agreement shall be limited by the
provisions of Section 9.19 of the Loan Agreement, the provisions of which are
incorporated herein by this reference.


 


Section
14.    Interpleader. If at
any time, after attempting in good faith to comply with the provisions hereof
or with any instructions received pursuant hereto, the Cash Management Bank, in
good faith, is unable to determine the proper action or actions to take to
comply with such provision or instruction, the Cash Management Bank shall have
the right to commence an interpleader action in the United States District
Court for the State of New York and to take no further action with respect to
such provision or instruction except in accordance with joint written
instructions from Lender and Borrower or in accordance with the final order of
the court in such action.


 


7





















 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement in several counterparts (each of which shall be deemed
an original) as of the date first above written.


 


	
   

  	
  CASH
  MANAGEMENT BANK:

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK, a Georgia
  banking corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  RKB
  WASHINGTON PROPERTY FUND I L.P., a

  
	
   

  	
  Delaware limited
  partnership

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  RKB Washington Property
  Fund I (General

  Partner) LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Mark Keller

  
	
   

  	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  ARCHON
  FINANCIAL, L.P., a
  Delaware limited partnership,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ARCHON FINANCIAL, LLC, a

  
	
   

  	
   

  	
  Delaware limited liability
  company, its general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
									



 





















 


EXHIBIT 1


DISBURSEMENT INSTRUCTIONS


 


 


SunTrust
Bank


 


ATTN:
Escrow Administration


 


919
E. Main Street, 10th Floor


 


Richmond
VA 23219


 


FAX:
804 782-7855


 


Ladies
and Gentlemen:


 


Reference is made to the Cash Management Agreement (the “Agreement”),
dated as of December 29, 2004 among SUNTRUST BANK (the “Cash Management Bank”),
RKB WASHINGTON PROPERTY FUND I L.P. (the “Borrower”) and ARCHON
FINANCIAL, L.P. (together with its successors and assigns, the “Lender”).
Capitalized terms not defined herein have the meanings set forth for such terms
in the Agreement and the Loan Agreement.


 


We hereby authorize and direct the Cash Management Bank to disburse on
the             day
of              ,
20       , amounts then on deposit in the
RKB Cash Management Account (excluding its subaccounts) as follows (with wiring
instructions or other account information for each such disbursement as set
forth on Annex I hereto)(1):


 


(a)           To the Presidents Cash Management Account (Account # [             ]),
the amount of $                  .


 


(b)           To the Borrower, the amount of $               .


 


 


Very
truly yours,


 










(1)           Attach
Annex I (wiring and account information).


 





















 


EXHIBIT 2


 


“Permitted
Investments” means the following, subject to the qualifications hereinafter
set forth:


 


(i)            obligations of, or obligations guaranteed as to
principal and interest by, the U.S. government or any agency or instrumentality
thereof, when such obligations are backed by the full faith and credit of the
United States of America;


 


(ii)           federal funds, unsecured certificates of deposit, time deposits, banker’s
acceptances, and repurchase agreements having maturities of not more than 365
days of any bank, the short-term debt obligations of which are rated A-1+ (or
the equivalent) by each of the Rating Agencies and, if it has a term in excess
of three months, the long-term debt obligations of which are rated AAA (or the
equivalent) by each of the Rating Agencies;


 


(iii)          deposits that are fully insured by the Federal Deposit Insurance Corp.
(FDIC);


 


(iv)          debt obligations that are rated AAA or higher (or the equivalent) by
each of the Rating Agencies;


 


(v)           commercial paper rated A-1+ (or the equivalent) by each of the Rating
Agencies;


 


(vi)          investment in money market funds rated AAAm or AAAm–G (or the
equivalent) by each of the Rating Agencies; and


 


(vii)         such other investments as to which Lender shall have consented.


 


Notwithstanding
the foregoing, “Permitted Investments” (i) shall exclude any security with the
Standard & Poor’s “r” symbol (or any other Rating Agency’s corresponding
symbol) attached to the rating (indicating high volatility or dramatic
fluctuations in their expected returns because of market risk), as well as any
mortgage-backed securities and any security of the type commonly known as “strips”,
(ii) shall not have maturities in excess of one year; (iii) shall be limited to
those instruments that have a predetermined fixed dollar of principal due at
maturity that cannot vary or change; and (iv) shall exclude any investment
where the right to receive principal and interest derived from the underlying
investment provides a yield to maturity in excess of 120% of the yield to
maturity at par of such underlying investment. Interest may either be fixed or
variable, and any variable interest must be tied to a single interest rate
index plus a single fixed spread (if any), and move proportionately with that
index. No investment shall be made which requires a payment above par for an
obligation if the obligation may be prepaid at the option of the issuer thereof
prior to its maturity. All investments shall mature or be redeemable upon the
option of the holder thereof on or prior to the earlier of (x) three months
from the date of their purchase or (y) the Business Day preceding the day
before the date such amounts are required to be applied hereunder.


 





















 


Exhibit C


Form of Interest Rate Cap Opinion


 





















 


Interest Rate Cap Opinion
Letter


 


 


                ,
20  


 


 


[LENDER]


[ADDRESS]


[ADDRESS]


 


Re:          Interest Rate Cap Agreement between
[ACCEPTABLE COUNTERPARTY] and                [LLC]


 


Ladies and Gentlemen:


 


[Lead-in to be completed by Acceptable
Counterparty’s Counsel]


 


I.              Documents Reviewed.


 


In issuing this opinion, we have reviewed
executed copies of the following documents:


 


[LIST DOCUMENTS REVIEWED]


 


II.            Opinions.


 


We are of the opinion that:


 


1.             [Each of] the Acceptable Counterparty [and
Guarantor] has been duly formed and is validly existing in good standing as a
[ENTITY[IES]] under the laws of [JURISDICTION[S]].


 


2.             [Each of] Acceptable Counterparty [and
Guarantor] has all requisite [ENTITY] power and authority to enter into[, as applicable]
the Interest Rate Cap Agreement [and the Guarantee].


 


3.             [Each of] the Interest Rate Cap Agreement
[and the Guarantee] is the legal, valid and binding obligation of [, as
applicable,] the Acceptable Counterparty [and Guarantor], and is enforceable in
accordance with its terms, except as may be limited by (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium, or other laws
applicable to or affecting the rights of creditors generally, and (ii) general
principles of equity (regardless of whether considered in a proceeding in
equity or at law).


 





















 


4.             A court in [JURISDICTION[S] OF ACCEPTABLE
COUNTERPARTY [AND GUARANTOR]] applying the law of [JURISDICTION[S] OF
ACCEPTABLE COUNTERPARTY [AND GUARANTOR]] will (a) give effect to the choice of
the laws of the State of New York in the Interest Rate Cap Agreement [and the
Guarantee] to govern such document[s], and (b) enforce a judgment with respect
to such document[s] entered by a court in the State of New York applying the
laws of the State of New York.


 


[5.            Neither Borrower nor any assignee of Borrower
will incur any withholding or similar tax liability in connection with any
payments made under the Interest Rate Cap Agreement [or the Guarantee].](3)


 


This opinion may be relied upon by you and
your successors and assigns (including a trustee in connection with a
securitization) and by any rating agencies which rate securities issued in
connection with a securitization of the Loan.


 


[Insert
Signature Block]


 


 










(3)           In
the case of a non-United States Acceptable Counterparty or Guarantor


 





















 


Exhibit D


 


CONFIRMATION


 


	
  DATE:

  	
  [DATE]

  
	
   

  	
   

  
	
  TO:

  	
  [BORROWER]

  
	
   

  	
  Telephone No.: [NUMBER]

  
	
   

  	
  Facsimile No.: [NUMBER]

  
	
   

  	
  Attention: [NAME]

  
	
   

  	
   

  
	
  FROM:

  	
  [CAP COUNTERPARTY]

  
	
   

  	
   

  
	
  SUBJECT:

  	
  Cap Transaction

  
	
   

  	
   

  
	
  REF. NO.:

  	
  [REF. NO.]

  



 


The
purpose of this communication is to set forth the terms and conditions of the
above-referenced transaction entered into on the Trade Date specified below
(the “Transaction”) between [CAP PROVIDER] (“Cap Provider”) and [BORROWER]
(“Counterparty”). This communication constitutes a “Confirmation” as referred
to in paragraph 2 below.


 


1.             The terms, conditions and other provisions
contained in the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the
“ISDA Form”), together with the 2000 ISDA Definitions (the “Definitions”), each
as published by the International Swaps and Derivatives Association, Inc., are
hereby incorporated into this Confirmation by this reference, subject to the
terms and conditions set forth herein, as well as the following (collectively,
the “Modifications”):(4)


 


(a)           “Market Quotation” and “Second Method” are
selected;


(b)           US Dollars are selected as the “Termination
Currency”;


 










(4)           In
the case of a Cap Provider (or a guarantor) which is a non-United States
entity, the following Modifications should be added:


 


(m)          Section 2(d)(i)(4) of
the ISDA Form is amended by:


 


(i)            deleting
the words “However, X will not be required to pay any additional amount to Y to
the extent that it would not be required to be paid but for:”; and


 


(ii)           deleting
subsections (A) and (B);


 


(n)           Section 2(d)(ii) of the
ISDA Form is deleted;


 


(o)           Section 4(c) of the
ISDA Form is deleted; and


 


(p)           The
definition of “Indemnifiable Tax” contained in Section 14 of the ISDA Form is
deleted and is replaced with the following: “‘Indemnifiable Tax’ means any and
all withholding tax.”


 





















 


(c)           Paragraph 4 of the May 1989 ISDA Addendum to Schedule to Interest Rate
and Currency Exchange Agreement is incorporated herein by this reference;


(d)           Section 2(c)(ii) of the ISDA Form applies to the Transaction;


(e)           The word “third” in the last line of Section 5(a)(i) of the ISDA Form
is replaced with the word “first”, the phrase “notice of such failure is given
to the other party” in the last line of Section 5(a)(i) of the ISDA Form is
replaced with the phrase “such failure”, and all other grace, notice and cure
periods contained in Section 5 of the ISDA Form are deemed not to apply to the
Transaction;


(f)            There is deemed to be no “Specified Entity”
for either Counterparty or Cap Provider for purposes of Sections 5(a)(v),
5(a)(vi), 5(a)(vii) or 5(b)(iv) of the ISDA Form;


(g)           Sections 5(b)(ii) and 5(b)(iii) of the ISDA Form is deleted;


(h)           The “Credit Event Upon Merger” provisions of Section 5(b)(iv) of the
ISDA Form do not to apply to either Counterparty or Cap Provider;


(i)            The “Automatic Early Termination” provision
of Section 6(a) of the ISDA Form does not apply to the Transaction;


(j)            There is deemed to be no “Set-Off” for
purposes of Section 6(e) of the ISDA Form (except that, Counterparty shall have
the right to set-off and counterclaim following a default by Cap Provider);


(k)           Each of Cap Provider and Counterparty represent that it is not a
“Multibranch Party” for purposes of Section 10(c) of the ISDA Form; and


(l)            Neither Cap Provider nor Counterparty is
deemed to have any “Affiliate” for purposes of the Transaction.


 


2.             This Confirmation evidences a complete and
binding agreement between Cap Provider and Counterparty as to the terms of the
Transaction. Notwithstanding the foregoing, Cap Provider and Counterparty agree
to use all reasonable efforts promptly to negotiate, execute and deliver an
agreement (the “Agreement”) in the form of the ISDA Form (subject to the
Definitions), with such modifications as Cap Provider and Counterparty will in
good faith agree (which modifications shall include the Modifications). Upon
the execution by Cap Provider and Counterparty of such an Agreement or if such
an Agreement or other form of ISDA master agreement has already been executed
by Cap Provider and Counterparty, this Confirmation will supplement, form a
part of, and be subject to that Agreement. Until Cap Provider and Counterparty
execute and deliver that Agreement, however, this Confirmation, together with
all other documents referring to the ISDA Form confirming the Transaction
(notwithstanding anything to the contrary in any confirmation), shall
supplement, form a part of and be subject to the terms and conditions of the
ISDA Form (subject to the Definitions and the Modifications).


 


3.             The terms of the particular Transaction to
which this Confirmation relates are as follows:


 


	
  Notional Amount:

  	
  USD[LOAN AMOUNT]

  
	
   

  	
   

  
	
  Trade Date: 

  	
   

  
	
   

  	
   

  
	
  Effective Date:

  	
   

  
	
   

  	
   

  
	
  Termination Date:

  	
  [DAY AFTER FINAL DAY OF
  FINAL INTEREST

  
	
   

  	
  ACCRUAL PERIOD DURING TERM
  OF LOAN]

  



 





















 


	
  Floating Amounts:

  	
   

  
	
   

  	
   

  
	
  Floating Rate Payer (Cap Seller):

  	
  Cap Provider

  
	
   

  	
   

  
	
  Cap Rate:

  	
  [LIBOR STRIKE RATE] per
  annum

  
	
   

  	
   

  
	
  Floating Rate Period End Dates:

  	
  Monthly, on the 15th day of each month, subject to adjustment
  in accordance with the Following Business Day Convention

  
	
   

  	
   

  
	
  Floating Rate Due Dates:

  	
  Monthly, on the 10th
  day of each month, commencing on [FIRST PAYMENT DATE DURING TERM OF LOAN] and
  ending on [FINAL PAYMENT DATE DURING TERM OF LOAN], subject to adjustment in
  accordance with the Preceding Business Day Convention

  
	
   

  	
   

  
	
  Floating Rate Option:

  	
  USD-LIBOR-BBA

  
	
   

  	
   

  
	
  Floating Rate Designated Maturity:

  	
  1 Month (including any
  stub periods)

  
	
   

  	
   

  
	
  Floating Rate Reset Dates:

  	
  The first day of each
  Calculation Period

  
	
   

  	
   

  
	
  Floating Rate Day Count Fraction:

  	
  Actual/360

  
	
   

  	
   

  
	
  Floating Rate Spread: 

  	
  Inapplicable

  
	
   

  	
   

  
	
  Floating Rate Compounding:

  	
  Inapplicable

  
	
   

  	
   

  
	
  Fixed Amounts:

  	
   

  
	
   

  	
   

  
	
  Fixed Rate Payer (Cap Buyer): 

  	
  Counterparty

  
	
   

  	
   

  
	
  Fixed Rate Due Date: 

  	
  [EFFECTIVE DATE OF CAP]

  
	
   

  	
   

  
	
  Fixed Amount:

  	
  USD[PURCHASE PRICE OF CAP]

  
	
   

  	
   

  
	
  Business Days:

  	
  New York

  
	
   

  	
   

  
	
  Calculation Agent:

  	
  Cap Provider

  
	
   

  	
   

  
	
  Governing Law:

  	
  New York law

  
	
   

  	
   

  
	
  4.             Documentation:

  	
  ISDA Form (subject to the
  Definitions and the Modifications)

  



 


5.             Additional Provisions:


 


(a)           Notwithstanding Section 7 of the ISDA Form,
Cap Provider agrees that Counterparty may collaterally assign (a “Collateral
Assignment”) all or a portion of the Transaction to a bank, insurance company,
trustee in connection with a securitization of the loan to which the
Transaction relates, or other institutional lender organized under the laws of
the United States or any state therein (a “Pledgee”), as security for financing
provided to


 





















 


Counterparty by such a Pledgee, provided that Cap Provider receives prior
written notice of any such assignment and any information regarding the Pledgee
that Cap Provider may reasonably request (including any information with
respect to such Pledgee that Cap Provider would be entitled to receive with
respect to Counterparty pursuant hereto). In connection with any Collateral
Assignment, Cap Provider agrees that it will execute any separate consent
reasonably requested by Counterparty and its Pledgee, including a consent
pursuant to which Cap Provider will agree (i) not to recognize instructions or
directions from the Counterparty and only to recognize such instructions or
directions from such Pledgee, and (ii) that all payments by the Cap Provider
hereunder will be made directly to such Pledgee and not to the Counterparty. In
addition, in connection with any Collateral Assignment involving only a partial
assignment of the Transaction, Cap Provider agrees to issue two new
confirmations containing substantially similar terms and conditions as the
Transaction (provided that the aggregate Notional Amounts contained in such
confirmations shall equal the Notional Amount set forth above, and that the Cap
Rate of each such confirmation shall equal the Cap Rate set forth above), which
confirmations shall evidence the assigned and unassigned portions of the
Transaction (Cap Provider and Counterparty agreeing to enter into such
additional documentation as is reasonably required to accomplish the foregoing
and to accomplish such Collateral Assignment).


 


(b)           Cap Provider agrees that if, at any time, Cap
Provider fails to maintain (i) either (A) a [long-term unsecured
debt][counterparty] rating of A+ or higher from S&P, or (B) a short-term
debt rating of “A-l” or higher from S&P, and (ii) a [long-term unsecured
debt][counterparty] rating of Aa3 or higher from Moody’s,(5) then an “Additional Termination Event” under
Section 5(b)(v) of the ISDA Form shall be deemed to have occurred with Cap
Provider as the sole “Affected Party”, and Cap Provider shall be required,
within thirty (30) days of the initial occurrence of such Additional
Termination Event either:


 


(i)            to obtain, at Cap Provider’s sole cost, a
replacement interest rate cap provider which, at such time, has the ratings
specified in (i) and (ii) above (provided that such replacement interest rate
cap provider enters into an agreement with Counterparty that is substantially
on the same terms as are contained herein and that, prior to such replacement
interest rate cap provider’s assuming the obligations of Cap Provider hereunder
pursuant to such an agreement, Cap Provider shall continue to perform its
obligations with respect to the Transaction); or


 


(ii)           if Cap Provider’s [long-term unsecured debt] [counterparty] rating has
not been lowered to A2 or below by Moody’s, to enter into an arrangement to
provide cash collateral which is posted in amounts, and is subject to terms and
conditions which are acceptable, to S&P and Moody’s and Cap Provider shall
continue to perform its obligations with respect to the transaction until a
replacement Cap Provider with the requisite ratings is in place.


 










(5)           The
Cap Provider may also satisfy these rating requirements by obtaining a
guarantee from an appropriately rated guarantor, provided that the applicable
guarantee is unconditional, irrevocable and continuing, is not a guarantee of
collection and is otherwise acceptable in form and content to S&P and
Moody’s, including delivery of any required opinions.


 





















 


For
purposes hereof, “S&P” means Standard & Poor’s Ratings Services, a
division of the McGraw-Hill Companies, Inc. and its successors, and “Moody’s”
means Moody’s Investors Service, Inc. and its successors.


 


(c)           Cap Provider agrees that it shall not
petition Counterparty into bankruptcy (nor shall Counterparty join in any such
petition) for 365 days after the loan to which the Transaction relates has been
paid in full.


 


(d)           For Termination Payments, Market Quotation
and Second Method is the first alternative for payment measure with a provision
for Loss if Market Quotation is not available.


 


(e)           The parties are prohibited from amending the
cap agreement (including the ISDA Form, scheduled items, confirmation and
collateral assignment of cap agreement) without rating agency confirmation.


 


(f)            For Termination Payments, Market Quotation
and Second Method is the first alternative for payment measure with a provision
for Loss if Market Quotation is not available.


 


6.             Credit Support Documents:


 


7.             Account Details:


 


Payments to Cap Provider:


 


•      For the Account of:


 


•      Name of Bank:


 


•      Account Number:


 


•      Fed ABA Number:


 


Payments to Counterparty:                In accordance with Counterparty’s written
instructions, or as otherwise agreed to by Cap Provider in connection with a
Collateral Assignment


 


•      For the Account of:


 


•      Name of Bank:


 


•      Account Number:


 


•      Fed ABA Number:


 


8.             Offices:


 


Office of Cap Provider


 


Office of Counterparty


 


9.             Counterparty hereby agrees (a) to check this
Confirmation carefully and immediately upon receipt, so that errors or
discrepancies can be promptly identified and rectified, and (b) to confirm that
the foregoing correctly sets forth the terms of the agreement between
Counterparty


 





















 


and Cap Provider with respect to the Transaction, by manually signing
this Confirmation and providing the other information requested herein and
immediately returning an executed copy to Cap Provider by facsimile.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [CAP PROVIDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Agreed and Accepted By:

  	
   

  
	
   

  	
   

  
	
  [COUNTERPARTY]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 





















 


EXHIBIT E


 


Form of Borrower Request for
TI/LC Advance or Release from TI/LC Reserve Account


 


[BORROWER LETTERHEAD]


 


             ,
200  


 


[Name and Address of Lender]


 


Ladies and Gentlemen:


 


We
refer to that certain Loan Agreement, dated as of December 29, 2004, by and
between the undersigned, as Borrower (“Borrower”), and Archon Financial,
L.P., a Delaware limited partnership, as Lender (together with its successors
and assigns, “Lender”) (the “Loan Agreement”). Capitalized terms
used but not defined herein shall have the respective meanings given them in
the Loan Agreement.


 


Pursuant
to Section 8.2(a) of the Agreement, Borrower hereby requests to borrow
under the Loan Agreement the principal amount of $                      on
the Payment Date falling on                      ,
200   and that the proceeds of such borrowing be credited to the account(s)
described in Schedule 1(1) attached hereto. The requested advance is a
TI/LC Advance, and is being requested to [reimburse Borrower] [pay] for the
cost of [Tenant Improvements] [and] [Leasing Commissions] incurred by Borrower
as described in Schedule 2 hereto with respect to the portion of the
Property and Tenants named in such Schedule 2.(2) [Invoice[s] relating to] [Evidence of the]
costs described in Schedule 2 are enclosed herewith.


 


Borrower
hereby certifies that (i) to Borrower’s knowledge, no Default or Event of
Default has occurred and is continuing under the Loan Agreement nor will result
as a result from the making of the requested TI/LC Advance, (ii) the costs for
which the TI/LC Advance is being requested [have been previously paid by
Borrower][will be paid from the proceeds of the requested disbursement], (iii)
Borrower has applied all previous TI/LC Advances and releases from the TI/LC
Reserve Account for the purposes for which they were requested and (iv) the
representations and warranties contained in Article IV of the Loan Agreement
are true and correct as of the date hereof, and will be true and correct on the
date of the requested TI/LC Advance, as if made on the date hereof and thereof.


 


Unless
and until Borrower shall give you notice of any change in the foregoing
certification, Lender may continue to rely on this certification at all times
to and including the date such TI/LC Advance amount is disbursed, as if this
certification were dated as of the day of, and delivered on the date of, such
reliance.


 


[SIGNATURE PAGE FOLLOWS]


 










(1)           SCHEDULE 1
(Account Information) to be attached


(2)           SCHEDULE 2
(Description of Tenant Improvements and/or Leasing Commissions) to be attached.


 





















 


Exhibit F


Form of Distribution Acknowledgment


 





















 


RKB WASHINGTON PROPERTY FUND I L.P.


RKB CP IV LLC


RKB Pender LLC


RKB Lakeside LLC


RKB Willowwood LLC


RKB Dulles Tech LLC


RKB Corporate Oaks LLC


c/o Republic Properties Corporation


1280 Maryland Avenue, SW, Suite 280


Washington, D.C 20024


 


DISTRIBUTION ACKNOWLDGMENT


 


December 29, 2004


 


Archon Financial, L.P.


(together with its successors and assigns)


600 East Las Colinas Boulevard, Suite 800


Irving, Texas 75039


 


As
a condition of making that certain junior loan (“Junior Loan”) in the
original principal amount of $23,000,000, by Archon Financial, L.P. (“Lender”),
as lender, to RKB Washington Property Fund I L.P. (“Borrower”), as
borrower, pursuant to that certain Loan Agreement among Borrower, Lender and
certain other parties, dated as of the date hereof (“Loan Agreement”),
Lender has required that the undersigned deliver this Distribution
Acknowledgment. All capitalized terms used herein, but not otherwise defined,
shall have the meanings ascribed to such terms in the Loan Agreement.


 


Prior
to such time that the Junior Indebtedness has been reduced to zero, Borrower
hereby instructs the undersigned and the undersigned hereby agree as follows:


 


1.     To the extent the undersigned shall make any distribution to Borrower,
such distribution shall be directly deposited into the RKB Cash Management
Account;


 


2.     During the continuance of an Event of Default, at the request of
Lender, the undersigned shall distribute all available RKB Excess Cash Flow,
after payment of property-related expenses approved by Lender (pursuant to an
approved budget or otherwise), directly into the RKB Cash Management Account to
the extent such distribution is not prohibited under the applicable RKB
Subsidiary Loan Documents; and


 


3.     The undersigned shall continue to comply with this Distribution
Acknowledgment until such time as it shall receive from Borrower or Lender a
copy of Lender’s written confirmation that the Junior Loan had been repaid in
full.


 


[Signatures on Following Page]


 





















 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
  RKB WASHINGTON PROPERTY
  FUND I

  	
  RKB CP IV LLC

  
	
  L.P., a Delaware limited
  partnership

  	
   

  
	
   

  	
   

  
	
  By:

  	
  RKB Washington Property
  Fund I

  	
  By:

  	
   

  	
   

  
	
   

  	
  (General Partner) LLC, its
  general partner

  	
   

  	
  Name:  Mark Keller

  
	
   

  	
   

  	
  Title:  Manager

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Mark Keller

  	
  RKB PENDER LLC

  
	
   

  	
   

  	
  Title:  Manager

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Mark Keller

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  RKB LAKESIDE LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  RKB Lakeside Manager LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Mark Keller

  
	
   

  	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  RKB WILLOWWOOD LLC

  
	
   

  	
   

  
	
   

  	
  By: RKB Willowwood Manager
  LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Mark Keller

  
	
   

  	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  RKB DULLES TECH LLC

  
	
   

  	
   

  
	
   

  	
  By: RKB Dulles Tech
  Manager LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Mark Keller

  
	
   

  	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  RKB CORPORATE OAKS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Mark Keller

  
	
   

  	
   

  	
  Title:  Vice President

  
												



 





















 


SCHEDULE A


 


Property Description


 


All that certain lot or parcel of land situate and lying in Fairfax
County, Virginia, and more particularly described as follows:


 


Parcel I


 


Lot One, Presidents Park, as shown on plat of survey attached to that
certain Deed of Division and Easement recorded in Deed Book 10926 at page 361.


 


AND ALSO described as follows:


 


Beginning at a drill hole found on the northerly right-of-way line of
Sunrise Valley Drive Route 5320 said point also being a corner to Parcel 22A,
Presidents Park Three (recorded in Deed Book 10533 at page 97); thence
departing said northerly right-of-way line of Sunrise Valley Drive Route 5320
and running with said Parcel 22A, Presidents Park Three the following courses
and distances:


 


1)  N 29°14’56” E 458.18’ to an
iron pipe set found on the southerly right-of-way line of Coppermine Road Route
665;


 


thence departing said Parcel 22A, Presidents Park Three and running
with said southerly right-of-way line of Coppermine Road Route 665 the
following courses and distances:


 


2)  S 60°53’19” E 345.78’ to a nail found;


 


3)  S 51°09’40” E 71.02’ to a iron pipe found;


 


4)  S 60°53’19” E 238.54’ to an
iron pipe found being a corner to Lot Two, Presidents Park (recorded in Deed
Book 10926 at page 361);


 


thence departing said southerly right-of-way line of Coppermine Road
Route 665 and running with said Lot Two, Presidents Park the following courses
and distances:


 


5)  S 29°06’41” W 40.00’ to a
nail found;


 


6)  N 60°53’19” W 10.00’ to a
nail found;


 


7)  S 29°06’41” W 117.00’ to an
iron pipe found;


 


8)  N 60°53’19” W 14.83’ to an
iron pipe found;


 


9)  S 29°06’41” W 75.00’ to a PK
nail found;


 


10)  S 60°53’19” E 25.27’ to a PK
nail found;


 





















 


11)  S 29°06’41” W 212.52’ to an
iron pipe found;


 


12)  S 60°53’19” E 11.00’ to an
iron pipe found;


 


13)  S 29°06’41” W 45.31’ to an
iron pipe set on the aforementioned northerly right-of-way line of Sunrise
Valley Drive Route 5320; thence departing said Lot Two, Presidents Park and
running with said northerly right-of-way line of Sunrise Valley Drive Route
5320 the following courses and distances:


 


14)  319.68’ along the arc of a
curve to the left, said curve having a radius of 1,207.92’, a central angle of
15°09’49”, and a chord which bears N 53°10’09” W 318.75’ to an iron pipe found;


 


15)  N 60°45’04” W 351.00’ to the
point of beginning and containing 6.8589 acres of land, more or less.


 


Tax I.D. No.: 015-4-01-0022-D2


 


TOGETHER WITH the non-exclusive right, privilege, and easement of
pedestrian and vehicular ingress and egress and parking (in parking areas only)
over and across the travelways, travel lanes, trails, highway entrances and
exits, sidewalks, walkways and the covered and surface parking areas as set
forth in the Easement and Maintenance Agreement in Deed Book 10927 at page 1276
among the aforesaid land records.


 


FURTHER TOGETHER WITH the non-exclusive easement over Parcel 221 for
drainage and detention of storm water runoff as set forth in Presidents Park
Storm Water Management Facilities Agreement recorded in Deed Book 10339 at page
238.


 


Parcel II


 


Lot
Two, Presidents Park, as shown on plat of survey attached to that certain Deed
of Division and Easement recorded in Deed Book 10926 at page 361.


 


AND
ALSO described as follows:


 


Beginning
at an iron pipe found on the northerly right-of-way line of Sunrise Valley
Drive Route 5320, said point also being a corner to Lot One, Presidents Park
(recorded in Deed Book 10926 at page 361); thence departing said northerly
right-of-way line of Sunrise Valley Drive Route 5320 and running with said Lot
One, Presidents Park the following courses and distances:


 


1)  N 29°06’41” E 45.31’ to an
iron pipe found;


 


2)  N 60°53’19” W 11.00’ to an
iron pipe found;


 





















 


3)  N 29°06’4” E 212.52’ to a PK
nail found;


 


4)  N 60°53’19” W 25.27’ to a PK
nail found;


 


5)  N 29°06’41” E 75.00’ to an iron pipe found;


 


6)  S 60°53’19” E 14.83’ to an
iron pipe found;


 


7)  N 29°06’41” E 117.00’ to a
nail found;


 


8)  S 60°53’19” E 10.00’ to a
nail found;


 


9)  N 29°06’41” E 40.00’ to an
iron pipe found on the southerly right-of-way line of Coppermine Road 665;
thence departing said Lot One, Presidents Park and running with said southerly
right-of-way line of Coppermine Road Route 665 the following courses and
distances:


 


10)  S 60°53’19” E 41.46’ to an
iron pipe found


 


11)  N 29°14’56” E 12.00’ to a PK
nail found


 


12)  S 60°53’19” E 683.63’ to an
iron pipe found being a corner to Trustees of Mt. Pleasant Baptist Church
(recorded in Deed Book 676 at page 306 and Deed Book 7945 at page 323); thence
departing said southerly right-of-way line of Coppermine Road Route 665 and
running with said Trustees of Mt. Pleasant Baptist Church


 


13)  S 29°00’48” W 181.50’ to an
iron pipe found being on the line of Crimson Presidents Park Multifamily
Limited Partnership (recorded in Deed Book 9442 at page 1098); thence departing
said Trustees of the Mt. Pleasant Baptist Church and running with said Crimson
Presidents Park Multifamily Limited Partnership the following courses and
distances:


 


14)  N 65°06’56” W 115.30’ to an
iron pipe found


 


15)  S 65°10’14” W 533.01’ to an
iron pipe found on the aforementioned northerly right-of-way line of Sunrise
Valley Drive Route 5320; thence departing said Crimson Presidents Park
Multifamily Limited Partnership and running with said northerly right-of-way
line of Sunrise Valley Drive 5320


 


16)  309.96’ along the arc of a
curve to the left, said curve having a radius of 1,207.92’, a central angle of
14°42’10”, and a chord which bears N 38°14’09” W 309.12’; to the point of
beginning and containing 7.2151 acres of land, more or less.


 


Tax I.D. No.: 015-4-01-0022-D3


 


TOGETHER WITH the non-exclusive right, privilege, and easement of
pedestrian and vehicular ingress and egress and parking (in parking areas only)
over and across the travelways, travel


 





















 


lanes, trails, highway entrances and exits, sidewalks, walkways and the
covered and surface parking areas as set forth in the Easement and Maintenance
Agreement in Deed Book 10927 at page 1276 among the aforesaid land records.


 


FURTHER TOGETHER WITH the non-exclusive easement over Parcel 221 for
drainage and detention of storm water runoff as set forth in Presidents Park
Storm Water Management Facilities Agreement recorded in Deed Book 10339 at page
238.


 


Parcel III


 


All of Parcel 22A2, containing 5.09939 acres, more or less, as more or
particularly shown on a plat entitled “Plat Showing Boundary Line Adjustment
for Tax Assessment Parcel 15-4-((l)) Parcels 14A and 22AI” attached to a Deed
of Boundary Line Adjustment recorded in Deed Book 10533 at page 97, among the
Land Records of Fairfax County, Virginia.


 


LESS AND EXCEPT therefrom, 0.38921 acres described for public street
purposes in Deed Book 10993 at page 456, among the Land Records of Fairfax
County, Virginia.


 


AND BEING more particularly described by metes and bounds as follows:


 


BEGINNING for the same on the northerly right-of-way line of Sunrise
Valley Drive, Route 5320, at an iron pipe found, a corner common to Presidents
Park Three, Parcel 14B, Deed Book 10533 at Page 97, thence leaving said Sunrise
Valley Drive and running with Parcel 14B


 


1)             North 30°52’27  East, 440.18 feet to a pk nail found on the
southern right-of-way of Coppermine Road, Route 665, thence along said
right-of-way


 


2)             South 60°53’19  East, 443.49 feet to an iron pipe found, a
corner to Presidents Park, Lot One, Deed Book 10926 at Page 361, Deed Book
10320 at Page 1156, thence leaving said Coppermine Road and running with Lot
One


 


3)             South 29°14’56 West, 458.17 feet to a drill
hole found on the aforesaid northerly right-of-way line of Sunrise Valley
Drive, thence with said right-of-way


 


4)             North 60°45’04 West, 324.85 feet to an iron
pipe found, thence


 


5)             132.61 feet along the arc of a curve
deflecting to the right having a radius of 510.96 feet and a long chord bearing
and distance of North 53°18”59 West, 132.24 feet to the point of beginning,
containing 205,176 square feet or 4.71020 acres of land, more or less.


 


Tax
I.D. No.: 015-4-01-0022-A2


 





















 


TOGETHER WITH the non-exclusive right, privilege, and easement of pedestrian
and vehicular ingress and egress and parking (in parking areas only) over and
across the travelways, travel lanes, trails, highway entrances and exits,
sidewalks, walkways and the covered and surface parking areas as set forth in
the Easement and Maintenance Agreement in Deed Book 10927 at page 1276 among
the aforesaid land records.


 


FURTHER TOGETHER WITH the non-exclusive easement over Parcel 221 for
drainage and detention of storm water runoff as set forth in Presidents Park
Storm Water Management Facilities Agreement recorded in Deed Book 10339 at page
238.


 





















 


Schedule B


 


Exception Report


 


1.                                       The matters (which Borrower reserves the
right to dispute) set forth in the Tenant Estoppel Certificate, dated as of November 23,
2004, executed by Washington Gas Energy Services, Inc.


 


B-1





















 


Schedule C


 


Future TI/LC Advance Thresholds


 


	
  Vacant Space

  	
   

  	
  Square Feet

  	
   

  	
  TI/LC (PSF)

  Threshold Amount

  	
   

  
	
  Building 1
  (Suite 130)

  	
   

  	
  22,628

  	
   

  	
  $

  	
  50.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Building 1
  (Floors 2 – 4)

  	
   

  	
  142,562

  	
   

  	
  $

  	
  27.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Building 2

  	
   

  	
  154,569

  	
   

  	
  $

  	
  50.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Building 3
  (Suite 110)

  	
   

  	
  14,573

  	
   

  	
  $

  	
  50.00

  	
   

  



 


C-1





















 


SCHEDULE D


 


List of RKB Subsidiary Loan Documents


 


A.                                   Loan relating to Republic CP IV LLC and RKB
CP IV LLC:


 


The
following is a list of loan documents in connection with Republic CP IV LLC,
predecessor by merger of RKB CP IV LLC:


 


1.                                       Promissory Note, dated April 4, 2001, by
REPUBLIC CP IV LLC to PNC BANK, NATIONAL ASSOCIATION.


 


2.                                       Deed of Trust, Security Agreement, Assignment
of Leases and Rents and Fixture Filing, dated April 4, 2001, by REPUBLIC
CP IV LLC for the benefit of PNC BANK, NATIONAL ASSOCIATION.


 


3.                                       Assignment of Leases and Rents, dated April 4,
2001, by REPUBLIC CP IV LLC in favor of PNC BANK, NATIONAL ASSOCIATION.


 


4.                                       UCC Financing Statements.


 


5.                                       Environmental Indemnity Agreement, dated April 4,
2001, by REPUBLIC CP IV LLC in favor of PNC BANK, NATIONAL ASSOCIATION.


 


6.                                       Capital Improvement Escrow Agreement, dated April 4,
2001, between PNC BANK, NATIONAL ASSOCIATION and REPUBLIC CP IV LLC.


 


7.                                       Tenant Improvement and Leasing Commission
Escrow Agreement, dated April 4, 2001, between PNC BANK, NATIONAL
ASSOCIATION and REPUBLIC CP IV LLC.


 


8.                                       Security Agreement and Cash Management
Agreement, dated April 4, 2001, between PNC BANK, NATIONAL ASSOCIATION and
REPUBLIC CP IV LLC.


 


9.                                       Tenant Acknowledgement Regarding Cash
Management Agreement, dated April 2, 2001, by CACI, INC.-Federal.


 


10.                                 Acknowledgement of Subordination of
Management Agreement, dated April 4, 2001, by REPUBLIC CP IV LLC for the
benefit of PNC BANK, NATIONAL ASSOCIATION.


 


1





















 


11.                                 Note and Deed of Trust Assumption Agreement
dated as of December 12, 2003 among WELLS FARGO BANK MINNESOTA, NA, as
Trustee for the Registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-CP4
(“Lender Fargo”), Republic CP IV LLC (“Original Borrower”) and RKB CP IV LLC (“Borrower”).


 


12.                                 First Amendment to Security Agreement and
Cash Management Agreement made as of December 12, 2003 by and among
Lender, Original Borrower and Borrower.


 


13.                                 Environmental Indemnity Agreement executed December 8,
2003 by Borrower in favor of Lender.


 


14.                                 Reaffirmation of Acknowledgment of Subordination
of Management Agreement made as of December      ,
2003 by Republic Properties Corporation in favor of Lender.


 


15.                                 Certificate of Independent Manager dated December 8,
2003 and delivered to Lender.


 


B.                                     Loan relating to RKB Corporate Oaks LLC:


 


1.                                       Deed of Trust, Security Agreement and Fixture
Filing, dated December 12, 2003, by CORPORATE OAKS LIMITED PARTNERSHIP for
the benefit of KEYBANK NATIONAL ASSOCIATION.


 


2.                                       Collection and Disbursement Agreement, dated December 12,
2003, by CORPORATE OAKS LIMITED PARTNERSHIP and KEYBANK NATIONAL ASSOCIATION.


 


3.                                       Assignment of Loan Documents, dated December 12,
2003, by KEYBANK NATIONAL ASSOCIATION to and for the benefit of HARTFORD FIRE
INSURANCE COMPANY, and with the consent of CORPORATE OAKS LIMITED PARTNERSHIP.


 


4.                                       Assignment of Leases and Rents, dated December 12,
2003, by CORPORATE OAKS LIMITED PARTNERSHIP and KEYBANK NATIONAL ASSOCIATION.


 


5.                                       Consent and Assumption Agreement with
Release, dated August 20, 2004, by HARTFORD FIRE INSURANCE COMPANY, RKB CORPORATE
OAKS LLC, RKB WASHINGTON PROPERTY FUND I L.P., CORPORATE OAKS LIMITED
PARTNERSHIP, and NV COMMERCIAL INCORPORATED.


 


2





















 


C.                                     Loan Relating to RKB Pender LLC:


 


1.                                       Fixed Rate Note, dated September 23,
2002, by RKB PENDER LLC to JPMORGAN CHASE BANK.


 


2.                                       Deed of Trust and Security Agreement, dated September 23,
2002, by RKB PENDER LLC for the benefit of JPMORGAN CHASE BANK.


 


3.                                       Assignment of Leases and Rents, dated September 23,
2002, by RKB PENDER LLC to JPMORGAN CHASE BANK.


 


4.                                       UCC Financing Statements (Fairfax County,
Virginia and Delaware Secretary of State).


 


5.                                       Guaranty, dated September 23, 2002, by
REPUBLIC PROPERTIES CORPORATION for the benefit of JPMORGAN CHASE BANK.


 


6.                                       Environmental Indemnity Agreement, dated September 23,
2002, by RKB PENDER LLC in favor of JPMORGAN CHASE BANK.


 


7.                                       Closing Certificate, dated September 23,
2002, by RKB PENDER LLC to and for the benefit of JPMORGAN CHASE BANK.


 


8.                                       Disbursement and Receipt Certification, dated
September 23, 2002, by RKB PENDER LLC.


 


9.                                       Acknowledgement of Property Manager, dated September 23,
2002, by REPUBLIC PROPERTIES CORPORATION to JPMORGAN CHASE BANK.


 


10.                                 Escrow Agreement for Reserved and Impounds,
dated September 23, 2002, by and between RKB PENDER LLC to JPMORGAN CHASE BANK.


 


11.                                 Cash Management Account Agreement, dated September 23,
2002, among RKB PENDER LLC, JPMORGAN CHASE BANK, and REPUBLIC PROPERTIES
CORPORATION.


 


12.                                 Clearing Account Agreement, dated September 23,
2002, by and among SUNTRUST BANK, RKB PENDER LLC, REPUBLIC PROPERTIES
CORPORATION, and JPMORGAN CHASE BANK.


 


13.                                 Loans to One Borrower Certificate, dated September 23,
2002, by RKB PENDER LLC.


 


3





















 


14.                                 Notice Letter regarding future rental payments
due under the lease, dated September 23, 2002, by RKB PENDER LLC.


 


15.                                 Escrow Agreement and Closing Instructions,
dated September 23, 2002, by JPMORGAN CHASE BANK, TRI-STATE COMMERCIAL
CLOSINGS, INC., and RKB PENDER LLC.


 


16.                                 Undelivered Items Letter, dated September 23,
2002, by RKB PENDER LLC to JPMORGAN CHASE BANK.


 


D.                                    Loan relating to RKB Lakeside LLC:


 


1.                                       Deed of Trust Note, dated May 13, 2003,
by RKB LAKESIDE LLC to ARCHON FINANCIAL, L.P.


 


2.                                       Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing, dated May 13, 2003, by RKB LAKESIDE LLC for the
benefit of ARCHON FINANCIAL, L.P.


 


3.                                       Assignment of Leases and Rents, dated May 13,
2003, by RKB LAKESIDE LLC to ARCHON FINANCIAL, L.P.


 


4.                                       Environmental and Hazardous Substance Indemnification
Agreement, dated May 13, 2003, by RKB LAKESIDE LLC to and for the benefit
of ARCHON FINANCIAL, L.P.


 


5.                                       UCC Financing Statements (Fairfax County,
Virginia and Delaware Secretary of State).


 


6.                                       Guaranty, dated May 13, 2003, by RKB
WASHINGTON PROPERTY FUND I L.P. for the benefit of ARCHON FINANCIAL, L.P.


 


7.                                       Loans to One Borrower Certificate, dated May 13,
2003, by RKB LAKESIDE LLC and RKB WASHINGTON PROPERTY FUND I L.P. to ARCHON
FINANCIAL, L.P.


 


8.                                       Certificate (Rent Roll), dated May 13,
2003, by RKB LAKESIDE LLC and RKB WASHINGTON PROPERTY FUND I L.P. to ARCHON
FINANCIAL, L.P.


 


9.                                       Certificate (Operating Statements), dated May 13,
2003, by RKB LAKESIDE LLC and RKB WASHINGTON PROPERTY FUND I L.P. to ARCHON
FINANCIAL, L.P.


 


10.                                 Certificate (Licenses, Permits, Consents and
Approvals), dated May 13, 2003, by RKB LAKESIDE LLC to ARCHON FINANCIAL,
L.P.


 


4





















 


11.                                 Certificate (Acquisition) by RKB LAKESIDE LLC
and RKB WASHINGTON PROPERTY FUND I L.P. to ARCHON FINANCIAL, L.P.


 


12.                                 Disbursements Authorization by ARCHON FINANCIAL, L.P. and RKB LAKESIDE LLC.


 


13.                                 Certificate of Title, dated May 13,
2003, by RKB LAKESIDE LLC and RKB WASHINGTON PROPERTY FUND I L.P. to ARCHON
FINANCIAL, L.P.


 


14.                                 Manager’s Consent and Subordination of
Management Agreement, dated May 13, 2003, by REPUBLIC PROPERTIES CORPORATION
and RKB LAKESIDE LLC.


 


15.                                 Borrowing Entity Structure, dated April 24, 2003, by RKB LAKESIDE LLC.


 


E.                                      Loan relating to RKB Willowwood LLC:


 


1.                                       Deed of Trust Note, dated June 13, 2003,
by RKB WILLOWWOOD LLC to ARCHON FINANCIAL, L.P.


 


2.                                       Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing, dated June 13, 2003, by RKB WILLOWWOOD LLC
for the benefit of ARCHON FINANCIAL, L.P.


 


3.                                       Assignment of Leases and Rents, dated June 13,
2003, by RKB WILLOWWOOD LLC to ARCHON FINANCIAL, L.P.


 


4.                                       Environmental and Hazardous Substance
Indemnification Agreement, dated June 13, 2003, by RKB WILLOWWOOD LLC to
and for the benefit of ARCHON FINANCIAL, L.P.


 


5.                                       UCC Financing Statements (Fairfax County,
Virginia and Delaware Secretary of State).


 


6.                                       Guaranty, dated June 13, 2003, by RKB
WASHINGTON PROPERTY FUND I L.P. for the benefit of ARCHON FINANCIAL, L.P.


 


7.                                       Loans to One Borrower Certificate, dated June 13,
2003, by RKB WILLOWWOOD LLC and RKB WASHINGTON PROPERTY FUND I L.P. to ARCHON
FINANCIAL, L.P.


 


8.                                       Certificate (Rent Roll), dated June 13,
2003, by RKB WILLOWWOOD LLC and RKB WASHINGTON PROPERTY FUND I L.P. to ARCHON
FINANCIAL, L.P.


 


5





















 


9.                                       Certificate (Operating Statements), dated June 13,
2003, by RKB WILLOWWOOD LLC and RKB WASHINGTON PROPERTY FUND I L.P. to ARCHON
FINANCIAL, L.P.


 


10.                                 Certificate (Licenses, Permits, Consents and
Approvals), dated June 13, 2003, by RKB WILLOWWOOD LLC to ARCHON FINANCIAL,
L.P.


 


11.                                 Certificate (Acquisition) by RKB WILLOWWOOD
LLC and RKB WASHINGTON PROPERTY FUND I L.P. to ARCHON FINANCIAL, L.P.


 


12.                                 Disbursements Authorization by ARCHON
FINANCIAL, L.P. and RKB WILLOWWOOD LLC.


 


13.                                 Certificate of Title, dated June 13,
2003, by RKB WILLOWWOOD LLC and RKB WASHINGTON PROPERTY FUND I L.P. to ARCHON
FINANCIAL, L.P.


 


14.                                 Capital Improvements Agreement, dated June 13,
2003, by RKB WILLOWWOOD LLC and ARCHON FINANCIAL, L.P.


 


15.                                 Manager’s Consent and Subordination of
Management Agreement, dated June 13, 2003, by REPUBLIC PROPERTIES CORPORATION
and RKB WILLOWWOOD LLC.


 


16.                                 Borrowing Entity Structure, dated April 24,
2003, by RKB WILLOWWOOD LLC.


 


17.                                 Property Manager’s Certificate, dated June 13,
2003, by REPUBLIC PROPERTIES CORPORATION to ARCHON FINANCIAL, L.P.


 


F.                                      Loan relating to RKB Dulles Tech LLC:


 


1.                                       Loan Agreement, dated January 26, 2004,
between RKB DULLES TECH LLC and ARCHON FINANCIAL, L.P.


 


2.                                       Promissory Note, dated January 26, 2004,
by RKB DULLES TECH LLC to ARCHON FINANCIAL, L.P.


 


3.                                       Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing, dated January 26, 2004, by RKB DULLES TECH LLC
for the benefit of ARCHON FINANCIAL, L.P.


 


4.                                       Assignment of Rents and Leases, dated January 26,
2004, by RKB DULLES TECH LLC to ARCHON FINANCIAL, L.P.


 


6





















 


5.                                       Environmental Indemnity Agreement, dated January 26,
2004, by RKB DULLES TECH LLC and RKB WASHINGTON PROPERTY FUND I L.P. in favor
of ARCHON FINANCIAL, L.P.


 


6.                                       UCC Financing Statements (Fairfax County,
Virginia and Delaware Secretary of State).


 


7.                                       Collateral Assignment of Contracts, Licenses,
Permits, Agreements, Warranties and Approvals, dated January 26, 2004, by
RKB DULLES TECH LLC to ARCHON FINANCIAL, L.P.


 


8.                                       Collateral Assignment of Interest Rate Cap
Agreement, dated January 26, 2004, by RKB DULLES TECH LLC for the benefit
of ARCHON FINANCIAL, L.P.


 


9.                                       Mortgage Loan Cooperation Agreement, dated January 26,
2004, by RKB DULLES TECH LLC and RKB WASHINGTON PROPERTY FUND I L.P. in favor
of ARCHON FINANCIAL, L.P.


 


10.                                 Manager’s Litigation Certificates, dated January 26,
2004, by Mark R. Keller, Steven A. Grigg, David L. Peter, and Richard L. Kramer.


 


11.                                 Guarantor’s Litigation Certificate, dated January 26,
2004, by RKB WASHINGTON PROPERTY FUND I L.P.


 


12.                                 Exit Fee Letter Agreement, dated January 26,
2004, by ARCHON FINANCIAL, L.P. and RKB DULLES TECH LLC.


 


13.                                 Cash Management Agreement, dated January 26,
2004, between SUNTRUST BANK, RKB DULLES TECH LLC, and ARCHON FINANCIAL, L.P.


 


14.                                 Disbursements Authorization by RKB DULLES
TECH LLC.


 


15.                                 Consent and Agreement of Manager and
Subordination of Management Agreement, dated January 26, 2004, by REPUBLIC
PROPERTIES CORPORATION and RKB DULLES TECH LLC for the benefit of ARCHON
FINANCIAL, L.P.


 


16.                                 Borrowing Entity Structure by RKB DULLES TECH
LLC.


 


17.                                 Property Manager’s Certificate, dated December 2003,
by REPUBLIC PROPERTIES CORPORATION to ARCHON FINANCIAL, L.P.


 


7





















 


Schedule E


Rent Roll


 





















 


	
  Database :

  	
   

  	
  TIC_PROD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Rent Roll

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Page:

  	
   

  	
  1

  	
   

  
	
  Bldg Status:

  	
   

  	
  Active only

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PRESIDENTS PARK I

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
  12/17/2004

  	
   

  
	
  PRESIDENTS PARK I

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  12/17/2004

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Time:

  	
   

  	
  03:38 PM

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GLA

  	
   

  	
  Monthly

  	
   

  	
  Annual

  	
   

  	
  Monthly

  	
   

  	
  Expense

  	
   

  	
  Monthly

  	
   

  	
  Future
  Rent Increases

  	
   

  
	
  Bldg Id-Suit Id

  	
   

  	
  Occupant
  Name

  	
   

  	
  Rent
  Start

  	
   

  	
  Expiration

  	
   

  	
  Sqft

  	
   

  	
  Base
  Rent

  	
   

  	
  Rate PSF

  	
   

  	
  Cost
  Recovery

  	
   

  	
  Stop

  	
   

  	
  Other
  Income

  	
   

  	
  Cat

  	
   

  	
  Date

  	
   

  	
  Monthly
  Amount

  	
   

  	
  PSF

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vacant Suites

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   PRPX01-110

  	
   

  	
  Vacant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  22,528

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   PRPK01-200

  	
   

  	
  Vacant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  52,429

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   PRPK01-300

  	
   

  	
  Vacant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  52,429

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   PRPK01-400

  	
   

  	
  Vacant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  37,104

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Occupied Suites

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   PRPK01-100A1

  	
   

  	
  Southbanc

  	
   

  	
  9/22/2003

  	
   

  	
  9/15/2008

  	
   

  	
  14,853

  	
   

  	
  26,995.75

  	
   

  	
  21.81

  	
   

  	
  2,231.21

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2005

  	
   

  	
  27,670.65

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2006

  	
   

  	
  28,352.41

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2007

  	
   

  	
  29,071.47

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional
  Space PRPK01-100A2

  	
   

  	
  1/16/2004

  	
   

  	
  9/15/2008

  	
   

  	
  2,441

  	
   

  	
  4,394.66

  	
   

  	
  21.50

  	
   

  	
  367.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2005

  	
   

  	
  4,504.52

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2006

  	
   

  	
  4,617.14

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2007

  	
   

  	
  4,732.57

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total

  	
   

  	
  17,294

  	
   

  	
  31,390.41

  	
   

  	
   

  	
   

  	
  2,598.21

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PRPK01-101

  	
   

  	
  Sizzling
  Express V

  	
   

  	
  9/1/1999

  	
   

  	
  6/30/2009

  	
   

  	
  3,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2005

  	
   

  	
  3,753.88

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2006

  	
   

  	
  3,828.96

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2007

  	
   

  	
  3,906.54

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2008

  	
   

  	
  3,983.65

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   PRPK01-450

  	
   

  	
  Above
  Net Communications

  	
   

  	
  12/10/2003

  	
   

  	
  3/31/2011

  	
   

  	
  11,186

  	
   

  	
  21439.83

  	
   

  	
  23.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2005

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2005

  	
   

  	
  22,083.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2006

  	
   

  	
  22,744.87

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2007

  	
   

  	
  23,425.35

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2008

  	
   

  	
  24,124.47

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2009

  	
   

  	
  24,851.56

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2010

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2010

  	
   

  	
  25,597.30

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional
  Space PRPK01-450B

  	
   

  	
  4/1/2004

  	
   

  	
  3/31/2011

  	
   

  	
  4,139

  	
   

  	
  7,933.08

  	
   

  	
  23.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2005

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2005

  	
   

  	
  8,171.08

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2006

  	
   

  	
  8,415.97

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2007

  	
   

  	
  8,667.76

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2008

  	
   

  	
  8,925.44

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2009

  	
   

  	
  9,195.48

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2010

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2010

  	
   

  	
  9,471.41

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total

  	
   

  	
  15,325

  	
   

  	
  29,372.91

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   PRPK01-MGT

  	
   

  	
  Management Office

  	
   

  	
   

  	
   

  	
  5/1/2002

  	
   

  	
  4/30/2027

  	
   

  	
  322

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


	
  Database :

  	
   

  	
  TIC_PROD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Rent Roll

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Page:

  	
   

  	
  2

  	
   

  
	
  Bldg Status:

  	
   

  	
  Active only

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PRESIDENTS PARK I

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
  12/17/2004

  	
   

  
	
  PRESIDENTS PARK I

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  12/17/2004

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Time:

  	
   

  	
  03:38 PM

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GLA

  	
   

  	
  Monthly

  	
   

  	
  Annual

  	
   

  	
  Monthly

  	
   

  	
  Expense

  	
   

  	
  Monthly

  	
   

  	
  Future
  Rent Increases

  	
   

  
	
  Bldg Id-Suit Id

  	
   

  	
  Occupant
  Name

  	
   

  	
  Rent Start

  	
   

  	
  Expiration

  	
   

  	
  Sqft

  	
   

  	
  Base
  Rent

  	
   

  	
  Rate PSF

  	
   

  	
  Cost
  Recovery

  	
   

  	
  Stop

  	
   

  	
  Other
  Income

  	
   

  	
  Cat

  	
   

  	
  Date

  	
   

  	
  Monthly
  Amount

  	
   

  	
  PSF

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals:

  	
   

  	
  Occupied Sqft:

  	
   

  	
  17.92

  	
  %

  	
  6 Units

  	
   

  	
  35,941

  	
   

  	
  60,763.32

  	
   

  	
   

  	
   

  	
  2,598.21

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Leased/Unoccupied
  Sqft:

  	
   

  	
   

  	
   

  	
  0 Units

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vacant Sqft:

  	
   

  	
  82.08

  	
  %

  	
  4 Units

  	
   

  	
  164,590

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total Sqft:

  	
   

  	
   

  	
   

  	
  10 Units

  	
   

  	
  200,531

  	
   

  	
  60,763.32

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total PRESIDENTS PARK I:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Occupied Sqft:

  	
   

  	
  17.92

  	
  %

  	
  6 Units

  	
   

  	
  35,941

  	
   

  	
  60,763.32

  	
   

  	
   

  	
   

  	
  2,598.21

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Leased/Unoccupied
  Sqft:

  	
   

  	
   

  	
   

  	
  0 Units

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vacant Sqft:

  	
   

  	
  82.08

  	
  %

  	
  4 Units

  	
   

  	
  164,590

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total Sqft:

  	
   

  	
   

  	
   

  	
  10 Units

  	
   

  	
  200,531

  	
   

  	
  60,763.32

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grand Total:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Occupied Sqft:

  	
   

  	
  17.92

  	
  %

  	
  6 Units

  	
   

  	
  35,941

  	
   

  	
  60,763.32

  	
   

  	
   

  	
   

  	
  2,598.21

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Leased/Unoccupied
  Sqft:

  	
   

  	
   

  	
   

  	
  0 Units

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vacant Sqft:

  	
   

  	
  82.08

  	
  %

  	
  4 Units

  	
   

  	
  164,590

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total Sqft:

  	
   

  	
   

  	
   

  	
  10 Units

  	
   

  	
  200,531

  	
   

  	
  60,763.32

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


	
  Database :

  	
   

  	
  TIC_PROD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Rent Roll

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Page:

  	
   

  	
  1

  	
   

  
	
  Bldg Status:

  	
   

  	
  Active only

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PRESIDENTS PARK II

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
  12/17/2004

  	
   

  
	
  PRESIDENTS PARK III

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  12/17/2004

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Time:

  	
   

  	
  03:43 PM

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GLA

  	
   

  	
  Monthly

  	
   

  	
  Annual

  	
   

  	
  Monthly

  	
   

  	
  Expense

  	
   

  	
  Monthly

  	
   

  	
  Future
  Rent Increases

  	
   

  
	
  Bldg Id-Suit Id

  	
   

  	
  Occupant
  Name

  	
   

  	
  Rent
  Start

  	
   

  	
  Expiration

  	
   

  	
  Sqft

  	
   

  	
  Base
  Rent

  	
   

  	
  Rate PSF

  	
   

  	
  Cost
  Recovery

  	
   

  	
  Stop

  	
   

  	
  Other
  Income

  	
   

  	
  Cat

  	
   

  	
  Date

  	
   

  	
  Monthly
  Amount

  	
   

  	
  PSF

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vacant
  Suites

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   PRPK02-00150

  	
   

  	
  Vacant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  18,984

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   PRPK02-00250

  	
   

  	
  Vacant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  30,702

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   PRPK02-00300

  	
   

  	
  Vacant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  52,452

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   PRPK02-00400

  	
   

  	
  Vacant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  52,431

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Occupied
  Suites

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   PRPK02-00100

  	
   

  	
  IDIRECT, INC.

  	
   

  	
  9/1/2004

  	
   

  	
  8/31/2014

  	
   

  	
  24,192

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  4/1/2005

  	
   

  	
  43,344.00

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2005

  	
   

  	
  44,432.64

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2006

  	
   

  	
  45,541.44

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2007

  	
   

  	
  46,670.40

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2008

  	
   

  	
  47,839.68

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2009

  	
   

  	
  49,029.12

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2010

  	
   

  	
  50,258.88

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2011

  	
   

  	
  51,508.80

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2012

  	
   

  	
  52,799.04

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  9/1/2013

  	
   

  	
  54,109.44

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  PRPK02-00200

  	
   

  	
  Washington Gas Energy Svcs

  	
   

  	
  11/1/2000

  	
   

  	
  2/28/2009

  	
   

  	
  21,750

  	
   

  	
  57,436.46

  	
   

  	
  31.69

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  3/1/2005

  	
   

  	
  59,159.56

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  3/1/2006

  	
   

  	
  60,934.34

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  3/1/2007

  	
   

  	
  62,762.37

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  3/1/2008

  	
   

  	
  64,645.25

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  PRPK02-ROOF

  	
   

  	
  Former Tenant

  	
   

  	
  5/6/2002

  	
   

  	
  12/31/2002

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  PRPK02-ROOF1

  	
   

  	
  APC Realty & Equip (Sprint)

  	
   

  	
  11/25/2001

  	
   

  	
  11/24/2006

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,650.00

  	
   

  	
  ANT

  	
   

  	
  11/1/2006

  	
   

  	
  1,320.00

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  PRPK02-ROOF2

  	
   

  	
  Omnipoint (Voice Stream)

  	
   

  	
  10/15/2002

  	
   

  	
  10/14/2007

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,485.26

  	
   

  	
  ANF

  	
   

  	
  10/15/2005

  	
   

  	
  -428.00

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ANF

  	
   

  	
  10/15/2006

  	
   

  	
  -441.00

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ANT

  	
   

  	
  10/15/2005

  	
   

  	
  1,529.82

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ANT

  	
   

  	
  10/15/2006

  	
   

  	
  1,575.71

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
    Totals:

  	
   

  	
  Occupied Sqft:

  	
   

  	
  22.91

  	
  %

  	
  2 Units

  	
   

  	
  45,942

  	
   

  	
  57,436.46

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
  3,135.26

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Leased/Unoccupied Sqft:

  	
   

  	
   

  	
   

  	
  0 Units

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Vacant Sqft:

  	
   

  	
  77.09

  	
  %

  	
  4 Units

  	
   

  	
  154,569

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Total sqft:

  	
   

  	
   

  	
   

  	
  6 Units

  	
   

  	
  200,511

  	
   

  	
  57,436.46

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
    Total
  PRESIDENTS PARK II:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Occupied Sqft:

  	
   

  	
  22.91

  	
  %

  	
  2 Units

  	
   

  	
  45,942

  	
   

  	
  57,436.46

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
  3,135.26

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Leased/Unoccupied Sqft:

  	
   

  	
   

  	
   

  	
  0 Units

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Vacant Sqft:

  	
   

  	
  77.09

  	
  %

  	
  4 Units

  	
   

  	
  154,569

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Total Sqft:

  	
   

  	
   

  	
   

  	
  6 Units

  	
   

  	
  200,511

  	
   

  	
  57,436.46

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

																																	



 





















 


	
  Database :

  	
   

  	
  TIC_PROD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Rent Roll

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Page:

  	
   

  	
  2

  	
   

  
	
  Bldg Status:

  	
   

  	
  Active only

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PRESIDENTS PARK II

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
  12/17/2004

  	
   

  
	
  PRESIDENTS PARK II

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  12/17/2004

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Time:

  	
   

  	
  03:43 PM

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GLA

  	
   

  	
  Monthly

  	
   

  	
  Annual

  	
   

  	
  Monthly

  	
   

  	
  Expense

  	
   

  	
  Monthly

  	
   

  	
  Future
  Rent Increases

  	
   

  
	
  Bldg Id-Suit Id

  	
   

  	
  Occupant
  Name

  	
   

  	
  Rent
  Start

  	
   

  	
  Expiration

  	
   

  	
  Sqft

  	
   

  	
  Base
  Rent

  	
   

  	
  Rate PSF

  	
   

  	
  Cost
  Recovery

  	
   

  	
  Stop

  	
   

  	
  Other
  Income

  	
   

  	
  Cat

  	
   

  	
  Date

  	
   

  	
  Monthly
  Amount

  	
   

  	
  PSF

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grant Total:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Occupied Sqft:

  	
   

  	
  22.91

  	
  %

  	
  2 Units

  	
   

  	
  45,942

  	
   

  	
  57,436.46

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
  3,135.26

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Leased/Unoccupied
  Sqft:

  	
   

  	
   

  	
   

  	
  0 Units

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vacant Sqft:

  	
   

  	
  77.09

  	
  %

  	
  4 Units

  	
   

  	
  154,568

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total Sqft:

  	
   

  	
   

  	
   

  	
  6 Units

  	
   

  	
  200,511

  	
   

  	
  57,436.46

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


	
  Database :

  	
   

  	
  TIC_PROD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Rent Roll

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Page:

  	
   

  	
  3

  	
   

  
	
  Bldg Status:

  	
   

  	
  Active only

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PRESIDENTS PARK III

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
  12/20/2004

  	
   

  
	
  PRESIDENTS PARK III

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  12/17/2004

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Time:

  	
   

  	
  07:17 PM

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GLA

  	
   

  	
  Monthly

  	
   

  	
  Annual

  	
   

  	
  Monthly

  	
   

  	
  Expense

  	
   

  	
  Monthly

  	
   

  	
  Future
  Rent Increases

  	
   

  
	
  Bldg
  Id-Suit Id

  	
   

  	
  Occupant
  Name

  	
   

  	
  Rent
  Start

  	
   

  	
  Expiration

  	
   

  	
  Sqft

  	
   

  	
  Base
  Rent

  	
   

  	
  Rate PSF

  	
   

  	
  Cost
  Recovery

  	
   

  	
  Stop

  	
   

  	
  Other
  Income

  	
   

  	
  Cat

  	
   

  	
  Date

  	
   

  	
  Monthly
  Amount

  	
   

  	
  PSF

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vacant Suites

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PRPK03-00102

  	
   

  	
  Vacant

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  14,573

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Occupied Suites

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PRPK03-00100

  	
   

  	
  BAE
  Sys Information Technology

  	
   

  	
  11/1/2001

  	
   

  	
  10/31/2011

  	
   

  	
  17,453

  	
   

  	
  245,113,38

  	
   

  	
  20.62

  	
   

  	
  85,740.48

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2005

  	
   

  	
  252,483.42

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2006

  	
   

  	
  260,091.21

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2007

  	
   

  	
  267.936.74

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2008

  	
   

  	
  276,020.01

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2009

  	
   

  	
  284,341.03

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2010

  	
   

  	
  292,899.79

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional
  Space PRPK03-00300

  	
   

  	
  11/1/2001

  	
   

  	
  10/31/2011

  	
   

  	
  41,731

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional
  Space PRPK03-00400

  	
   

  	
  11/1/2001

  	
   

  	
  10/31/2011

  	
   

  	
  41,731

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional
  Space PRPK03-00500

  	
   

  	
  11/1/2001

  	
   

  	
  10/31/2011

  	
   

  	
  41,731

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total

  	
   

  	
  142,646

  	
   

  	
  245,113,38

  	
   

  	
   

  	
   

  	
  85,740.48

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PRPK03-00100

  	
   

  	
  Sizzling Express

  	
   

  	
  11/1/2001

  	
   

  	
  10/31/2011

  	
   

  	
  2,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PRPK03-00200

  	
   

  	
  Boeing
  Service Company

  	
   

  	
  11/1/2003

  	
   

  	
  10/31/2010

  	
   

  	
  21,783

  	
   

  	
  39,581.53

  	
   

  	
  21.81

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2005

  	
   

  	
  40,709.95

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2006

  	
   

  	
  41,869.41

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2007

  	
   

  	
  43,060.76

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2008

  	
   

  	
  44,284.86

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2009

  	
   

  	
  45,542.63

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional
  Space PRPK03-00201

  	
   

  	
  7/1/2004

  	
   

  	
  10/31/2010

  	
   

  	
  19,133

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  1/1/2005

  	
   

  	
  34,766.26

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2005

  	
   

  	
  35,757.40

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2006

  	
   

  	
  36,775.81

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2007

  	
   

  	
  37,822.22

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2008

  	
   

  	
  38,987.41

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OFC

  	
   

  	
  11/1/2009

  	
   

  	
  40,002.17

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total

  	
   

  	
  40,916

  	
   

  	
  39,581.53

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PRPK03-COMM1 XO Virginia
  Inc.

  	
   

  	
  5/6/2002

  	
   

  	
  6/11/2006

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  530.60

  	
   

  	
  ANT

  	
   

  	
  10/1/2005

  	
   

  	
  541.21

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals:

  	
   

  	
  Occupied Sqft:

  	
   

  	
  92.72

  	
  %

  	
  7 Units

  	
   

  	
  185,562

  	
   

  	
  284,694.91

  	
   

  	
   

  	
   

  	
  85,740.48

  	
   

  	
   

  	
   

  	
  530.60

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Leased/Unoccupied
  Sqft:

  	
   

  	
   

  	
   

  	
  0 Units

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vacant Sqft:

  	
   

  	
  7.28

  	
  %

  	
  1 Units

  	
   

  	
  14,573

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total Sqft:

  	
   

  	
   

  	
   

  	
  8 Units

  	
   

  	
  200,135

  	
   

  	
  284,694.91

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total PRESIDENTS PARK III:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Occupied Sqft:

  	
   

  	
  92.72

  	
  %

  	
  7 Units

  	
   

  	
  185,562

  	
   

  	
  284,694.91

  	
   

  	
   

  	
   

  	
  85,740.48

  	
   

  	
   

  	
   

  	
  530.60

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Leased/Unoccupied
  Sqft:

  	
   

  	
   

  	
   

  	
  0 Units

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vacant Sqft:

  	
   

  	
  7.28

  	
  %

  	
  1 Units

  	
   

  	
  14,573

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total Sqft:

  	
   

  	
   

  	
   

  	
  8 Units

  	
   

  	
  200,135

  	
   

  	
  284,694.91

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


	
  Database :

  	
   

  	
  TIC_PROD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Rent Roll

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Page:

  	
   

  	
  2

  	
   

  
	
  Bldg Status:

  	
   

  	
  Active only

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PRESIDENTS PARK III

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
  12/17/2004

  	
   

  
	
  PRESIDENTS PARK III

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  12/17/2004

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Time:

  	
   

  	
  03:43 PM

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GLA

  	
   

  	
  Monthly

  	
   

  	
  Annual

  	
   

  	
  Monthly

  	
   

  	
  Expense

  	
   

  	
  Monthly

  	
   

  	
  Future
  Rent Increases

  	
   

  
	
  Bldg
  Id-Suit Id

  	
   

  	
  Occupant
  Name

  	
   

  	
  Rent
  Start

  	
   

  	
  Expiration

  	
   

  	
  Sqft

  	
   

  	
  Base
  Rent

  	
   

  	
  Rate PSF

  	
   

  	
  Cost
  Recovery

  	
   

  	
  Stop

  	
   

  	
  Other
  Income

  	
   

  	
  Cat

  	
   

  	
  Date

  	
   

  	
  Monthly
  Amount

  	
   

  	
  PSF

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grant Total:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Occupied Sqft:

  	
   

  	
  92.72

  	
  %

  	
  7 Units

  	
   

  	
  185,562

  	
   

  	
  284,694.91

  	
   

  	
   

  	
   

  	
  85,740.48

  	
   

  	
   

  	
   

  	
  530.60

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Leased/Unoccupied
  Sqft:

  	
   

  	
   

  	
   

  	
  0 Units

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vacant Sqft:

  	
   

  	
  7.28

  	
  %

  	
  1 Units

  	
   

  	
  14,573

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total Sqft:

  	
   

  	
   

  	
   

  	
  8 Units

  	
   

  	
  200,135

  	
   

  	
  284,694.91