Exhibit 10.19






Exhibit 10.19




CONTRIBUTION AGREEMENT




AMONG




NEW YORK STATE COMMON RETIREMENT FUND




AND




LIBERTY PROPERTY LIMITED PARTNERSHIP




AND




LIBERTY WASHINGTON, LP




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	1.	 	CONTRIBUTION OF OWNERSHIP INTERESTS
	 	 	1	 
	 	 	1.1 Description of the Ownership Interests
	 	 	1	 
	 	 	1.2 Description of the Property
	 	 	1	 
	 	 	1.3 Schedule of Parcels
	 	 	2	 
	 	 	1.4 Value of the Interests
	 	 	2	 
	2.	 	FORMATION OF THE COMPANY; CONTRIBUTIONS; CLOSING PROCEDURES
	 	 	2	 
	 	 	2.1 Contribution Procedures
	 	 	2	 
	 	 	2.2 Tax Treatment
	 	 	3	 
	3.	 	PRE-CLOSING MATTERS
	 	 	3	 
	 	 	3.1 Information Provided to NYSCRF
	 	 	3	 
	 	 	3.2 Additional Service Contracts
	 	 	3	 
	 	 	3.3 Additional Tenant Leases
	 	 	3	 
	 	 	3.4 Existing Loans
	 	 	3	 
	 	 	3.5 Estoppel Letters
	 	 	4	 
	4.	 	REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	4	 
	 	 	4.1 Liberty’s Representations and Warranties
	 	 	4	 
	 	 	4.2 Delivery of Documents
	 	 	8	 
	 	 	4.3 Knowledge Defined
	 	 	8	 
	 	 	4.4 Liberty’s Covenants
	 	 	8	 
	 	 	4.5 Indemnity For Breach by Liberty
	 	 	10	 
	 	 	4.6 NYSCRF’s Representations and Warranties
	 	 	10	 
	5.	 	CONDITIONS OF CLOSING
	 	 	11	 
	 	 	5.1 Closing Conditions For NYSCRF’s Benefit; Removal of a Parcel
	 	 	11	 






 









 







	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	5.2 Conditions Precedent for Liberty’s Benefit
	 	 	12	 
	6.	 	CLOSING
	 	 	13	 
	 	 	6.1 Closing
	 	 	13	 
	 	 	6.2 Title Insurance
	 	 	15	 
	 	 	6.3 Delivery of Documents, Possession, Keys and Other Items
	 	 	15	 
	 	 	6.4 Closing Costs; Transfer Taxes
	 	 	15	 
	7.	 	PRORATIONS
	 	 	16	 
	 	 	7.1 Initial Proration
	 	 	16	 
	 	 	7.2 Adjustments; Reproration
	 	 	17	 
	 	 	7.3 Indemnity
	 	 	17	 
	8.	 	SURVIVAL
	 	 	18	 
	 	 	8.1 Survival
	 	 	18	 
	9.	 	COMMISSIONS
	 	 	18	 
	 	 	9.1 Liberty’s Indemnity
	 	 	18	 
	 	 	9.2 NYSCRF’s Indemnity
	 	 	18	 
	10.	 	FURTHER INSTRUMENTS
	 	 	19	 
	11.	 	TERMINATION AND REMEDIES
	 	 	19	 
	 	 	11.1 Liberty’s Default
	 	 	19	 
	 	 	11.2 NYSCRF’s Default
	 	 	19	 
	 	 	11.3 Costs and Expenses; Limitation
	 	 	20	 
	 	 	11.4 Limitation of NYSCRF Liability
	 	 	20	 
	12.	 	RISK OF LOSS
	 	 	20	 
	13.	 	PROVISIONS REGARDING HAZARDOUS SUBSTANCES
	 	 	21	 
	 	 	13.1 Definitions
	 	 	21	 
	 	 	13.2 Liberty’s Environmental Representations and Warranties
	 	 	22	 






2









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	13.3 Environmental Covenant
	 	 	22	 
	 	 	13.4 Environmental Indemnification
	 	 	22	 
	14.	 	NO ASSUMPTION
	 	 	24	 
	 	 	14.1 No Assumption
	 	 	24	 
	15.	 	NOTICES
	 	 	24	 
	 	 	15.1 Notices
	 	 	24	 
	16.	 	MISCELLANEOUS
	 	 	25	 
	 	 	16.1 Entire Agreement
	 	 	25	 
	 	 	16.2 Counterparts
	 	 	25	 
	 	 	16.3 Time of the Essence
	 	 	25	 
	 	 	16.4 Assignment
	 	 	25	 
	 	 	16.5 Dates
	 	 	26	 
	 	 	16.6 Binding on Successors and Assigns
	 	 	26	 
	 	 	16.7 Records
	 	 	26	 
	 	 	16.8 Confidentiality and Public Disclosure
	 	 	26	 
	 	 	16.9 Termination
	 	 	26	 
	 	 	16.10 Reporting Person
	 	 	26	 
	 	 	16.11 Paragraph Headings
	 	 	26	 
	 	 	16.12 Facsimile Signatures
	 	 	26	 
	 	 	16.13 Exculpation
	 	 	27	 
	 	 	16.14 AS IS
	 	 	27	 
	 	 	16.15 Governing Law
	 	 	28	 
	 	 	16.16 Receipt of Written Notice Defined
	 	 	28	 







3









 








CONTRIBUTION AGREEMENT




     THIS CONTRIBUTION AGREEMENT (the “Agreement”) is entered into among NEW YORK STATE
COMMON RETIREMENT FUND (“NYSCRF”), LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania
limited partnership (“Liberty”), and LIBERTY WASHINGTON, LP, a Delaware limited partnership
(the “Company”).



     1. CONTRIBUTION OF OWNERSHIP INTERESTS




     1.1 Description of the Ownership Interests. In consideration of the terms and
conditions hereinafter set forth, Liberty shall contribute, or cause to be contributed, to the
Company, all of Liberty’s ownership interests (the “Contributed Interests”) in certain of
those entities identified on Exhibit A attached hereto (each a “Contributed Entity”
and collectively, the “Contributed Entities”), including, without limitation, the
following:



          (a) Liberty’s voting, approval and consent rights with respect to the Contributed Entities,
whether under the Contributed Entities’ Operating Agreements (as defined in Section
4.1(a)(ii)) or state law;




          (b) Liberty’s rights to cash flow distributions, and other payments or distributions of
capital, return on capital, reimbursements, repayments, fees, surplus, profits, sales proceeds or
borrowings of or from the Contributed Entities (whether during the term of the Contributed Entities
or in connection with the liquidation of the Contributed Entities), to the extent arising from and
after the Closing Date; and




          (c) Liberty’s right to any allocations of tax items of the Contributed Entities that accrue
for tax purposes on or after the Closing Date (as defined in Section 6.1).



The terms Purchased Entities (as defined in Schedule 2.1(b)(ii) attached hereto) and
Contributed Entities are sometimes referred to herein individually as an “Entity” and
collectively as the “Entities”.




     1.2 Description of the Property. Each Entity owns, directly or indirectly, either
solely or together with another Entity, one or more office properties as expressly identified on
Exhibit A attached hereto, including all of the following described property with respect
to the applicable office property (collectively, the “Property”):



          (a) Land. The real property at the addresses identified on Exhibit B attached
hereto and more fully described on Exhibit B attached hereto, together with all rights and
appurtenances pertaining to such real property, including, without limitation, all cross
access/reciprocal access easements and any and all right, title, and interest of the Entities in
and to adjacent roads, alleys, easements, streets and ways (collectively, the “Land”);




          (b) Improvements. All physical improvements, structures and fixtures owned by the
Entities and placed, constructed or installed on the Land (collectively, the
“Improvements”);




          (c) Tenant Leases. The Entities’ interest in leases and rental agreements with
tenants occupying space situated in the Improvements or otherwise having contractual rights with
regard to use of the Land or the Improvements as of the Closing Date (collectively, the “Tenant
Leases”), and all existing unapplied security deposits or like payments, if any, paid




 









 




by tenants under the Tenant Leases or other security provided in connection with the Tenant Leases and
identified on the Rent Roll (as defined in Section 4.1 hereof);




          (d) Service Contracts. The Entities’ interest in all (i) management and/or brokerage
contracts relating to the Land or Improvements; (ii) maintenance, repair, service and pest control
contracts relating to the Land or Improvements; and (iii) other contracts pursuant to which
services or goods are provided to the Land or Improvements, not to include any management agreement
affecting the Land or Improvements (collectively, the “Service Contracts”);




          (e) Warranties, etc. The Entities’ interest in all warranties, guaranties and bonds
relating to the Land and the Improvements;




          (f) Plans. All site plans, surveys, plans and specifications, floor plans, art work,
brochures, and tenant correspondence files in each Entity’s possession or in the possession of
Liberty’s leasing and management agents for the Property and which relate specifically to the Land
or the Improvements; and




          (g) Intangible Property. All intangible property owned or held by the Entities or in
which an Entity has an interest, if any, and the right to the use thereof, including but not
limited to, the Entities’ rights under governmental permits or approvals (to the extent same are
assignable) and the right to the use of (without warranty as to exclusivity or otherwise) the
names, trade marks, trade names and telephone numbers and listings employed exclusively in
connection with the Land or the Improvements or the operations thereon (the “Intangible
Property”).




     1.3 Schedule of Parcels. The Property consists of separate parcels, each of which is
identified on Exhibit A hereto and referred to herein individually as a “Parcel”,
and collectively as the “Parcels”. Each Parcel is owned directly or indirectly by the
Entity identified on Exhibit A.



     1.4 Value of the Interests. The Parties acknowledge and agree that the Interests, as
hereinafter defined, have the gross value ascribed to them on Exhibit A, which ascribed
value is referred to herein as the “Gross Asset Value”.



     2. FORMATION OF THE COMPANY; CONTRIBUTIONS; CLOSING PROCEDURES



     2.1 Contribution Procedures. When the conditions to Closing (as defined in
Section 6.1) set forth in Sections 5.1 and 5.2 have been satisfied or
waived by the party for whose benefit the conditions are included, the following shall occur:



          (a) Formation of Company. The parties shall execute and deliver the Limited
Partnership Agreement of the Company in the form of Exhibit F (the “Partnership 
Agreement”). Liberty hereby designates Liberty Washington Venture, LLC (the
“LLC”) to receive the general partnership interests in the Company to which Liberty is
entitled by reason of its contributions hereunder. The LLC has filed or caused to be filed the
certificate of limited partnership for the Company with the Secretary of State of the Sate of
Delaware on September 21, 2007.




          (b) Capital Contributions.




               (i) On the day prior to the Closing Date, subject to the adjustments provided for herein, in
consideration of the terms and conditions set forth herein,



2









 







NYSCRF shall contribute cash to the
Company an amount (herein referred to as the “Contribution Amount”) equal to
$415,063,748.00.



               (ii) On the Closing Date, the parties shall undertake the Additional Closing Procedures
described on Schedule 2.1(b)(ii) attached hereto, in the order set forth therein. The
transactions described in Schedule 2.1(b)(ii) shall result in Liberty making a capital
contribution to the Company on behalf of the LLC in the aggregate amount of $138,354,583.00.



          (c) Closing Costs. The Company shall pay all Closing Costs.




          (d) Management and Leasing Agreement. Immediately following the completion of the
contributions referred to in Section 2.1(b) above, the Company shall cause its subsidiaries
that own the Parcels to enter into a Management and Leasing Agreement in the form of Exhibit
G, attached hereto, for its respective parcel (the “Management Agreement”).
Notwithstanding the foregoing, in the event that lender approval is not obtained for the assumption
of any of the Assumed Financing (as defined in Section 3.4) prior to the contribution or
sale of the applicable Entity to the Company, the then-existing management agreement for such
Entity (the “Existing Management Agreement”) shall remain in place and effective until such
approval is obtained or such Assumed Financing is paid off, defeased or refinanced; provided,
however, that as between the Manager and the “Owner” under such Existing Management Agreement, the
fees and obligations set forth in the form of Management and Leasing Agreement attached hereto as
Exhibit G shall control.




     2.2 Tax Treatment. Upon completion of the events described in Section 2.1,
except as otherwise provided herein, the transaction contemplated hereby will be treated, for
federal income tax purposes, as a contribution to the Company of a twenty-five percent (25%)
undivided interest in the Contributed Interests in exchange for an interest in the Company and a
sale to the Company of a seventy-five percent (75%) undivided interest in the Contributed Interests
in exchange for an amount realized equal to the amount of the Merger Loan (and all other
indebtedness or liabilities to which the Contributed Interests are subject or treated as subject
for tax purposes).



     3. PRE-CLOSING MATTERS



     3.1 Information Provided to NYSCRF. NYSCRF acknowledges that Liberty has furnished or
made available to NYSCRF all of the items described on Exhibit D attached hereto
(collectively, the “Due Diligence Items”).



     3.2 Additional Service Contracts. From and after the date hereof, and continuing
until Closing or the earlier termination
of this Agreement (in whole or, with respect to any Interest being terminated pursuant to this
Agreement, in part), Liberty shall not enter into any new Service Contracts with respect to the
Property without the prior consent of NYSCRF, which consent shall not be unreasonably withheld,
conditioned or delayed.



     3.3 Additional Tenant Leases. From and after the date hereof, and continuing until
Closing or the earlier termination of this Agreement (in whole or, with respect to any Contributed
Interest being terminated pursuant to this Agreement, in part), Liberty shall not enter into any
new Tenant Leases with respect to the Property without the prior consent of NYSCRF, which consent
shall not be unreasonably withheld, conditioned or delayed.



     3.4 Existing Loans. Nine (9) of the Parcels are currently encumbered by mortgage
loans, and one (1) Contributed Entity currently maintains a secured revolving line of credit, each
as more particularly shown on Schedule 3.4 attached hereto (collectively, the “Existing
Loans"). Liberty intends to undertake the following actions with respect to the Existing Loans
at



3









 







or before Closing, all at the sole cost and expense of the Company: (i) the construction loan
currently encumbering 1129 20th Street, NW will be repaid in full; (ii) the line of credit will be
repaid in full; (iii) the mortgage loans currently encumbering Lakeside I & II and WillowWood III &
IV will be defeased in accordance with the procedures described in Schedule 2.1(b)(ii); and
(iv) the remaining Existing Loans will remain in place and will be “assumed” by the Company. The
Existing Loans described in Clauses (i)-(iii) above are referred to herein as the “Satisfied
Loans”, and the Existing Loans described in Clause (iv) above are referred to herein as the
“Assumed Financing”. The Assumed Financing and the Liberty Loan are referred to herein
collectively as the “Permanent Financing”.



     3.5 Estoppel Letters. Liberty shall use diligent efforts to obtain and deliver to
NYSCRF, on or before the Closing Date, estoppel letters, substantially in the form of Exhibit
J attached hereto, or, in the case of leases with the General Services Administration (the
“GSA”), a Lease Status Report in the GSA’s standard form, executed by tenants occupying
more than 25,000 square feet of the Property on the date of this Agreement.



     4. REPRESENTATIONS, WARRANTIES AND COVENANTS



     4.1 Liberty’s Representations and Warranties. Liberty represents and warrants to
NYSCRF (and to the Company, as of the Closing Date) as follows (which representations and
warranties shall be true and correct as of the date hereof and as of the Closing):



          (a) Entities.




               (i) Each Entity is a duly formed, validly existing limited liability company or limited
partnership organized under the laws of the State of Delaware and is duly qualified or registered
to do business in the Commonwealth of Virginia or the District of Columbia, as applicable based
upon the location of the Parcel owned by such Entity, if any.



               (ii) The limited liability company agreement or partnership agreement, whichever is applicable
(the “Operating Agreements”), of each Entity is in full force and effect, has not been
modified, supplemented, amended or terminated and, together with the applicable Certificate of
Formation or Certificate of Limited Partnership, constitutes the sole agreement and understanding
(written or oral) among the parties thereto with respect to the applicable Entity. A true and
correct copy of the Operating Agreement of each Entity has been delivered to NYSCRF.



               (iii) On the Closing Date, Liberty will be the only beneficial and legal owner of the
Contributed Interests, free and clear of all liens, security interests, pledges, assignments,
claims, options, encumbrances, charges, commitments, and equitable interests or rights of others,
of any kind whatsoever, other than the Assumed Financing and the Merger Loan.



               (iv) Neither Liberty nor any Entity is the subject of any bankruptcy or other insolvency
proceeding.



               (v) The Entities have no assets other than their direct or indirect interest in the Property
as shown on Exhibit A, and, where applicable, direct or indirect ownership interests in
Entities that own the Property.



               (vi) The Entities have not conducted any business that is unrelated to their respective
ownership of the Property and, where applicable, direct or indirect ownership interests in Entities
that own the Property.



4









 





               (vii) No Entity employs employees who manage, maintain or service the Property and whom the
Company would be obligated to employ subsequent to Closing. There are no collective bargaining
agreements or other similar contracts or agreements with any labor union or bargaining unit
respecting the Property or the Entities.



               (viii) None of the Entities is a “foreign person” within the meaning of Sections 1445 and 7701
the Internal Revenue Code of 1986, as amended (hereinafter, the “Code”).



               (ix) The Entities are not delinquent in filing any tax returns which are required to have been
filed by them. The Entities have no outstanding liability for any Taxes (as hereinafter defined),
with the exception of Tax for the current tax year that are to be allocated between Seller and
Buyer as set forth in Section 7.1(f). “Tax” means any federal, state, county, provincial,
local or foreign income, gross receipts, sales, use, ad valorem, employment, severance, transfer,
gains, profits, excise, franchise, property, capital stock, premium, minimum and alternative
minimum or other taxes, fees, levies, duties, assessments or charges of any kind or nature
whatsoever imposed by any government, any governmental entity, department, commission, board,
agency or instrumentality, and any court, tribunal or judicial body, in each case whether federal,
state, county, provincial, local or foreign (“Governmental Authority”), whether such Tax is
payable directly or by withholding, together with any interest, penalties (civil or criminal),
additions to or additional amounts imposed by, any Governmental Authority with respect thereto.



          (b) Property.




               (i) Title. Each Entity or its subsidiary that is the fee owner of the Parcel in
question, holds or will hold as of Closing, a title insurance policy insuring fee simple ownership
of the Land and the Improvements for its respective Parcel. To Liberty’s knowledge,
the Entities do not own or lease any personal property in connection with the Land and
Improvements.



               (ii) Litigation. There is no pending nor, to Liberty’s knowledge, threatened
litigation or administrative proceedings that, if resolved adversely to Liberty or any Entity would
adversely affect title to the Property or any part thereof or the ability of Liberty to perform any
of its obligations hereunder or the use of the Property by the Company as it is presently being
used or otherwise materially and adversely affect the Property, except as set forth on Schedule
4.1(b)(ii) (the “Existing Litigation”).



               (iii) Notice of Liens. Liberty has not received written notice of the intention of
any governmental authority to file or impose any liens (other than statutory liens for real estate
taxes not yet due and payable) or special assessments against any of the Property, nor, to
Liberty’s knowledge, do there currently exist any facts or circumstances that would allow any
governmental authority the right to file or impose such liens or assessments.



               (iv) Schedule of Leases; Rent Roll; Tenant Leases. To Liberty’s knowledge, the
Schedule of Lease Documents (the “Schedule of Leases”) provided to NYSCRF pursuant to
Section 3.1 hereof is a complete and correct list of all Tenant Leases and amendments
thereto in effect as of the date of this Agreement. To Liberty’s knowledge, the rent roll provided
to NYSCRF pursuant to Section 3.1 hereof (the “Rent Roll”) sets forth with respect
to each of the Tenant Leases in effect on the date hereof (i) the square footage of the space
covered thereby, (ii) the expiration date of the term thereof, (iii) the rents and other charges
payable thereunder, (iv) the amount of the security deposit thereunder, if any, and (v) any
brokerage or leasing fees due and payable thereunder. To Liberty’s knowledge, no Tenant Lease has
been modified, altered or amended in any respect except as set forth in the Schedule of



5









 







Leases. To Liberty’s knowledge, there are no leases, tenancies or other rights of occupancy or use for any
portion of the Property other than pursuant to Tenant Leases, copies of which have been delivered
to NYSCRF.



               (v) Encumbrances on Tenant Leases. To Liberty’s knowledge, subject to the Assumed
Financing, none of the Tenant Leases and none of the rents or other amounts payable thereunder has
been assigned, pledged or encumbered by Liberty, except for any assignment, pledge or encumbrance
that Liberty will cause to be terminated or released at or prior to Closing.



               (vi) Brokerage or Leasing Commissions. Except as disclosed on the Rent Roll, to
Liberty’s knowledge, no brokerage or leasing commissions or other compensations are due or payable
by Liberty to any person, firm, corporation, partnership, limited liability company or other entity
(each a “Person”) with respect to or on account of the current term of any of the Tenant
Leases. Except as disclosed in the Rent Roll or set forth in the Tenant Leases, to Liberty’s
knowledge, no brokerage or leasing commissions or other compensations are due or payable by the
landlord on any extension or expansion of any Tenant Lease.



               (vii) Obligations to Tenants under Tenant Leases. Except as set forth on Schedule
4.1(b)(vii) attached hereto, with respect to tenants in occupancy under Tenant Leases as of the
Closing Date, to Liberty’s knowledge, there are no unperformed obligations to provide any tenant
under any Tenant Lease with any painting, repair, alteration, carpeting, appliance or any other
equipment or work of any kind, under any Tenant Lease or under any other oral or written agreement
whatsoever that would excuse such tenant from accepting its Premises under the terms of its lease,
except for obligations (i) that will be performed and paid for by Liberty before the Closing or
(ii) to complete any portion of the Premises covered by the Tenant Lease not yet occupied by the
tenant thereunder and not required to be completed under
the terms of the Tenant Lease as of the Closing Date or pursuant to renewal rights under
Tenant Leases.



               (viii) Enforceability of Tenant Leases. To Liberty’s knowledge, each of the Tenant
Leases is valid and subsisting and in full force and effect in accordance with its terms,
provisions and conditions and constitutes the legal, valid, binding and enforceable obligation of
the tenant thereunder, subject to laws applicable generally to creditor’s rights. As of the date
of this Agreement, neither Liberty nor, to the knowledge of Liberty, the tenant is in material
default thereunder. To Liberty’s knowledge, as of the date of this Agreement, (i) each tenant
under a Tenant Lease scheduled to be in possession as of the date hereof has accepted the premises
covered by its Tenant Lease and is in possession of such premises in accordance with its Tenant
Lease, and (ii) all initial installation work, if any, required of Liberty in order for the tenant
to accept the premises then in actual occupancy by a tenant under the terms of its lease has been
fully performed, paid for and accepted by each such tenant. To Liberty’s knowledge, no tenant
under a Tenant Lease that has been signed as of the date hereof has any pending litigation, offsets
or counterclaims against Liberty that, if successfully asserted, would reduce the rent payable
thereunder or result in the cancellation or termination thereof. No tenant has given any written
notice to Liberty of such tenant’s intention of instituting litigation with respect to any Tenant
Lease or terminating its tenancy. Each of the representations and warranties set forth in this
Section 4.1(viii) is subject to the matters disclosed on Schedule 4.1(viii)
attached hereto.



               (ix) Agreements to Acquire or Possess the Property. Except as set forth in the Tenant
Leases, to Liberty’s knowledge, no tenant or other occupant under the Tenant Leases and no other
Person (other than, pursuant to this Agreement, the Company) has any right or option to acquire any
fee or leasehold ownership interest in the Property, or any part thereof, from Liberty or any
Entity. Neither Liberty nor, to Liberty’s knowledge, any Entity has entered



6









 







into any agreement
with any Person granting the right to possess the Property, other than (i) tenants in possession
pursuant to the Tenant Leases described in the Schedule of Leases, (ii) tenants under Tenant Leases
entered into by the Entities after the date hereof in accordance with Section 3.3; or (iii)
matters of public record.



               (x) Defects; Violations; Condemnation Proceedings. With respect to the Property,
neither Liberty nor, to Liberty’s knowledge, any Entity has received any written notice from any
insurance company, governmental agency or any other Person of (i) any condition, defect, or
inadequacy affecting the Property that, if not corrected, would result in termination of insurance
coverage or materially increase its cost, (ii) any pending or threatened condemnation proceedings,
or (iii) any proceedings that could or would reasonably be likely to cause the change or other
material modification of the zoning classification or other legal requirements, applicable to the
Property or any part thereof which would materially and adversely affect the Property. To
Liberty’s knowledge, there does not exist any court order, nor does there exist any restriction or
restrictive covenant (save and except matters of public record and all laws, statutes, ordinances
and regulations of applicable governmental authorities) or other private or public limitation, that
is reasonably likely to materially and adversely affect the use of the Property as presently being
operated.



               (xi) Mechanic’s Liens. At Closing, except for payments currently due or to become due
under existing contracts for tenant improvements under the Tenant Leases in force and effect as of
the date hereof and except for any payments currently due or to become due under the construction
contracts for the development of the Parcel located at 1129 20th Street, NW, Washington, D.C., to
Liberty’s knowledge, there will not be any unpaid charges, debts, liabilities, claims or
obligations of Liberty or any Entity arising from the construction, occupancy, ownership, use or
operation of the Property which could give rise to any mechanics’ or materialmen’s or other
statutory liens against any of the Property that will not be paid by Liberty or an Entity at the
Closing (or bonded over in a manner reasonably acceptable to
NYSCRF and the Title Company and in accordance with the provisions of any applicable statutes
or regulations or affirmatively insured against by the Title Company to NYSCRF’s reasonable
satisfaction or for which Liberty may be willing to escrow funds, to the reasonable satisfaction of
NYSCRF).



               (xii) Governmental Requirements. Neither Liberty nor, to Liberty’s knowledge, any
Entity has received a written notice from any Governmental Authority asserting a violation of any
uncured restrictive covenants, deed restrictions or zoning requirements or other applicable
Governmental Requirements (as defined in Section 13.1(a) hereof) affecting the Property.



               (xiii) Streets and Highways. Neither Liberty nor, to Liberty’s knowledge, any Entity
has received a written notice of any existing plans to widen, modify or realign any street
adjoining the Property.



               (xiv) Unfulfilled Binding Commitments. No commitments have been made by Liberty nor,
to Liberty’s knowledge, any Entity to any Governmental Authority, utility company, school board,
church or other religious body, or any homeowners or homeowners’ association, or any other
organization, group or individual, relating to the Property (other than with respect to any
declaration in place at the Property) that would impose an obligation upon the Company or its
successors or assigns to make any contribution or dedications of money or land or to construct,
install or maintain any improvements of a public or private nature on or off the Property, except
for obligations due under the Tenant Leases and all recorded instruments.



7









 





               (xv) Service Contracts, Tenant Leases, etc. To Liberty’s knowledge, there are no
other contracts (including collective bargaining agreements), other than the Service Contracts, the
Tenant Leases and matters of public record, that materially and adversely affect the Property or
the operation thereof except as provided to NYSCRF pursuant to Section 3.1.



          (c) Liberty.




               (i) Existence; Authority. Liberty has been formed as a limited partnership under the
laws of the Commonwealth of Pennsylvania and is in good standing under the laws of such
commonwealth. The execution and delivery of, and Liberty’s performance under, this Agreement are
within Liberty’s powers and have been duly authorized by all requisite action. The Persons
executing this Agreement on behalf of Liberty have the authority to do so. This Agreement
constitutes the legal, valid and binding obligation of Liberty and is enforceable against Liberty
in accordance with its terms, subject to laws applicable generally to creditor’s rights. Except to
the extent lender approval for the assumption by the Company of the Assumed Financing is not
obtained prior to Closing, performance of this Agreement will not result in any breach of, or
constitute any default under, or result in the imposition of any lien or encumbrance upon the
Property under, any agreement or other instrument to which Liberty is a party or by which Liberty
or the Property is bound. Except as disclosed on Exhibit H hereto, no consent or approval
of any Person, Entity or of any Governmental Authority is required with respect to the execution
and delivery of this Agreement by Liberty or the consummation by Liberty of the transactions
contemplated hereby or the performance by Liberty of its obligations hereunder.



               (ii) Foreign Person. Liberty is not a “foreign person” within the meaning of Sections
1445 and 7701 of the Code.



     4.2 Delivery of Documents. To Liberty’s knowledge, all of the Leases, Service Contracts and financial information
pertaining to the Property (collectively, the “Documents”) submitted by or on behalf of
Liberty to NYSCRF hereunder that Liberty or Liberty’s employees or agents prepared shall be true,
correct and complete in all material respects. Liberty has no knowledge that any of the Documents
submitted by or on behalf of Liberty to NYSCRF hereunder which were prepared by third parties
contain material inaccuracies or omissions. The copies of Documents submitted shall be complete
and correct copies of the documents in Liberty’s possession.



     4.3 Knowledge Defined. Whenever a representation or warranty is made herein as being
“to the knowledge of” or “known” to Liberty, or phrases of similar import, such phrase shall mean
facts actually known to the following officers of Liberty on the date hereof without any
independent investigation: Michael Hagan, Chief Investment Officer, and Richard Casey, Director of
Due Diligence.



     4.4 Liberty’s Covenants. Liberty hereby covenants and agrees with NYSCRF that, after
the date of this Agreement and until the earlier of the termination of this Agreement or the
Closing:



          (a) No Assignment or Transfer. Liberty shall not convey the Contributed Interests in
the Contributed Property except to NYSCRF or its permitted assigns, and Liberty shall not make any
material amendments to the Operating Agreements nor cause any alterations to any portion of the
Property except as otherwise expressly permitted under this Agreement.




          (b) Operation and Management of the Property. From Liberty’s acquisition of the
Contributed Interests and until the Closing, Liberty shall cause the Property to be operated and
maintained in at least the same quality and manner as Republic operated and maintained the




8









 




Property
prior to the date hereof. Without the prior written consent of NYSCRF, Liberty will not initiate
or permit any zoning reclassification of the Property or seek any variance under existing zoning
ordinances applicable to the Property to use or permit the use of the Property in such a manner
that would result in such use becoming a nonconforming use under applicable zoning ordinances or
other Governmental Requirements. Liberty will not impose any restrictive covenants or encumbrances
(other than Tenant Leases) on the Property or execute or file any subdivision plat affecting the
Property without the prior written consent of NYSCRF.




          (c) Insurance. Liberty hereby agrees that from Liberty’s acquisition of the
Contributed Interests and until the Closing, it will maintain, or cause to be maintained, in full
force and effect full replacement value and/or all risk fire and extended coverage insurance upon
the Property and public liability insurance with respect to damage or injury to persons or property
occurring on the Property in such amounts as is maintained by Republic on the date of this
Agreement (such amounts to be increased, if necessary, upon further construction).




          (d) No Solicitation. Liberty, on behalf of itself, its agents, contractors and
representatives, agrees that from the date hereof until the earlier of the Closing or the date that
this Agreement is terminated, it will not accept any offers to purchase or otherwise acquire the
Entities or the Property from any party other than the Company or NYSCRF and will not market the
Entities or the Property to any other parties.




          (e) Condemnation; Injury; Damages. Promptly upon obtaining knowledge of the
institution of any proceedings for the condemnation of the Property, or any portion thereof, or any
other proceedings arising out of injury or damage to the Property, or any portion thereof, Liberty
will notify NYSCRF of the pendency of such proceedings.




          (f) Governmental Requirements; Litigation. Liberty will advise NYSCRF promptly of any
litigation, arbitration or administrative hearing concerning or affecting the Property or the
ownership and/or operation thereof of which Liberty has actual knowledge or written notice.




          (g) Liens. Except for the liens of the Assumed Financing and liens that Liberty shall
be obligated to release at or prior to Closing, Liberty shall not grant, consent or permit the
filing of any lien or encumbrance against the Property or any portion thereof subsequent to the
date hereof. Liberty will not, without the prior written consent of NYSCRF, sell, lease, exchange,
assign, transfer, convey or otherwise dispose of all or any part of the Property or any interest
therein, or permit any of the foregoing, except pursuant to Tenant Leases and other leases approved
in writing in advance by NYSCRF pursuant to the terms hereof.




          (h) Existence. Liberty will continuously maintain Liberty’s existence as a limited
partnership. From and after Liberty’s acquisition of the Contributed Interests and until the
Closing, Liberty will continuously maintain the Entities’ existence as limited liability companies
or limited partnerships, as applicable.




          (i) Books and Records. From and after Liberty’s acquisition of the Contributed
Interests and until the Closing, Liberty will keep or cause to be kept accurate books and records
of the operation of the Property in substantially the same manner as Liberty or its predecessors in
interest have maintained such books and records prior to the date of this Agreement, and in which
full, true and correct entries shall be made as soon as reasonably practical as to all operations
on the Property, and all such books and records shall at all times during reasonable business hours
be subject to inspection by NYSCRF and its duly authorized representatives, subject to Republic’s
approval.




9









 








          (j) Tenant Improvements; Leasing Commissions. After Closing, Liberty shall, at
Liberty’s sole cost and expense, cause the completion of the tenant improvement work listed on
Schedule 4.4(j) in accordance with terms of the applicable lease or other agreement giving
rise to the obligation. Furthermore, Liberty shall be solely responsible for the payment of those
leasing commissions listed on Schedule 4.4(j). This Section 4.4(j) shall survive
Closing.




          (k) Severance Payments. Liberty shall, at Liberty’s sole cost and expense, pay any
and all severance payments to any employee or former employee of RPLP, or any Entity, triggered by
the transactions contemplated by this Agreement. This Section 4.4(k) shall survive
Closing.




          (l) Existing Litigation. Liberty agrees to indemnify, defend and hold NYSCRF and the
Company harmless from and against any claim, loss, cost or damage arising by reason of the Existing
Litigation. This Section 4.4(l) shall survive Closing.




     4.5 Indemnity For Breach by Liberty. Subject to the other provisions hereof
(including the provisions of Section 11.1), if Closing occurs, Liberty shall indemnify
NYSCRF and the Company and their successors and assigns, against and shall defend and hold NYSCRF
and the Company and their successors and assigns, harmless from, all costs, expenses, and actual
damages, including reasonable attorneys’ fees, that NYSCRF, the Company and/or NYSCRF’s or the
Company’s successors or assigns actually incur because of any breach of any of the representations,
warranties or covenants of Liberty herein contained incurred prior to [The confidential material contained herein has
been omitted and has been separately filed
with the Commission.] after the
Closing. Notwithstanding the foregoing, if NYSCRF has actual knowledge of any such breach prior to
Closing and nonetheless proceeds with the Closing, then in such event any such breach shall be
deemed waived by
NYSCRF. NYSCRF and the Company hereby specifically waive any and all rights which they may
have to exemplary, punitive or consequential damages as a result of Liberty’s default under this
Agreement.



     4.6 NYSCRF’s Representations and Warranties. NYSCRF represents and warrants to
Liberty as follows (which representations and warranties shall be true and correct as of the date
hereof and as of the Closing Date):



          (a) Authority. NYSCRF has duly and validly authorized and executed this Agreement,
and it has full right, title, power and authority to enter into this Agreement and to carry out all
of its terms;




          (b) No Violation; Consent. The execution and delivery by NYSCRF of, consummation of
transactions provided for in, and compliance by NYSCRF with all of the provisions of this Agreement
will not violate the organizational documents of NYSCRF and do not require any approval or consent
of any trustee or holders of any of its debt (except for approvals already obtained).




          (c) Sophisticated Investor. NYSCRF is a sophisticated investor experienced in
commercial real estate investments. NYSCRF has sufficient experience of and knowledge about the
operations of multi-tenant commercial properties to be able to exercise its approval powers in this
Agreement and under the Partnership Agreement in a commercially reasonable manner and without
delay.




          (d) Indemnity For Breach by NYSCRF. Subject to the other provisions hereof (including
the provisions of Section 11.2), if Closing occurs NYSCRF shall indemnify Liberty and the
Company and their successors and assigns, against and shall defend and hold Liberty and the Company
and their successors and assigns, harmless from, all costs, expenses, and actual damages, including
reasonable attorneys’ fees, that Liberty, the Company and/or Liberty’s or the Company’s successors
or assigns actually incur because of any breach of any of




10









 




the representations, warranties or
covenants of NYSCRF herein contained incurred prior to one (1) year after the Closing.
Notwithstanding the foregoing, if Liberty has actual knowledge of any such breach prior to Closing
and nonetheless proceeds with the Closing, then in such event any such breach shall be deemed
waived by Liberty. Liberty and the Company hereby specifically waive any and all rights that they
may have to exemplary, punitive or consequential damages as a result of NYSCRF’s default under this
Agreement.




     5. CONDITIONS OF CLOSING



     5.1 Closing Conditions For NYSCRF’s Benefit. The obligations of NYSCRF to consummate
the transaction contemplated hereby are subject to the following conditions, any of which, if not
fulfilled by the Closing or as otherwise provided herein, shall entitle NYSCRF (at its option) to
terminate this Agreement as provided below:



          (a) Merger. All conditions to the merger of RPLP with and into Liberty (the
“Merger”), as well as the merger of Republic Property Trust with and into Liberty
Acquisition LLC (the REIT Merger”), pursuant to that certain Agreement of Plan and Merger,
dated as of
July 23, 2007 (the “Merger Agreement”), shall have been satisfied in accordance with
the terms of the Merger Agreement.




          (b) Absence of Judicial Action. The transactions contemplated under this Agreement to
be effected on the Closing Date shall not have been restrained or prohibited by any injunction or
order or judgment rendered by any court or other governmental agency of competent jurisdiction and
no proceeding shall have been instituted and be pending in which any creditor of Liberty or any
other Person seeks to restrain such transactions or otherwise to attach any of the Property,
provided that any such proceeding or action contemplated by this Section 5.1(a) shall not
be deemed to include any proceeding or action brought by, through or under NYSCRF.




          (c) Representations and Warranties. All representations and warranties made by
Liberty herein shall at the time of Closing be true and correct in all material respects.




          (d) Absence of Litigation. On the Closing Date, Liberty shall have received no
written notice of any litigation pending or threatened against the Entities or the Property that,
if resolved adversely to the Entities or the Property, would have a material adverse effect on the
Entities or the Property, except for litigation related to the matters disclosed on Schedule
4.1(b)(ii).




          (e) Covenants of Liberty. On the Closing Date, all of the covenants and agreements
herein on the part of Liberty to be complied with or performed on or before the Closing Date shall
have been fully complied with and performed in all material respects, and there shall exist no
material default or material breach by Liberty under this Agreement.




          (f) Insolvency. On the Closing Date, Liberty and the Entities shall not be insolvent
(i.e., unable to pay its debts as they become due), shall not have been held or alleged to have
made a transfer in fraud of creditors and shall not have made a general assignment for the benefit
of creditors.




          (g) Receiver. On the Closing Date, neither a receiver nor a trustee nor a custodian
shall have been appointed for, or shall have taken possession of, all or substantially all of the
assets of Liberty or any Entity or any of the Property, either in a proceeding brought by Liberty
or in a proceeding brought against Liberty or an Entity.




11









 








          (h) Bankruptcy. On the Closing Date, neither Liberty nor any Entity shall have filed
a petition for relief under the Federal Bankruptcy Code or any other present or future federal or
state insolvency, bankruptcy or similar law (all of the foregoing hereinafter collectively called
“Applicable Bankruptcy Law”) nor shall an involuntary petition for relief have been filed
against Liberty or any Entity under any Applicable Bankruptcy Law and not been dismissed, nor shall
any order for relief naming Liberty or an Entity have been entered under any Applicable Bankruptcy
Law, nor shall any composition, rearrangement, extension, reorganization or other relief of debtors
now or hereafter existing have been requested or consented to by Liberty or any Entity.




          (i) Execution. On the Closing Date, neither the Property nor any part thereof or any
interest therein shall have been taken by execution or other process of law in any action against
Liberty or an Entity.




          (j) Completion of the Partnership Agreement. All Exhibits not attached to the form of
the Partnership Agreement attached hereto as Exhibit F shall have been completed and such
Exhibits reasonably approved by Liberty and NYSCRF.




          (k) Owner’s Policies. On the Closing Date, the Title Company shall be unconditionally
committed to deliver the Owner’s Policy to each Entity (or its subsidiary) that directly owns
Property, in accordance with Section 6.2.



If any one or more of the above conditions is not satisfied by the Closing Date, NYSCRF may at its
option either (i) waive such remaining conditions and proceed to Closing; or (ii) if such failure
is not satisfied prior to closing on the Merger, NYSCRF may terminate this Agreement by written
notice thereof to Liberty and, except for such obligations and indemnities that expressly survive
the termination of this Agreement, the parties shall have no further right or obligation hereunder;
provided, however, if such failure to satisfy any condition is a result of a default or breach by
Liberty under this Agreement, NYSCRF shall also have the rights provided under Section
11.1(b) hereof.




     5.2 Conditions Precedent for Liberty’s Benefit. The obligations of Liberty to
consummate the transactions contemplated hereby are subject to the following conditions which, if
not fulfilled by the Closing or as otherwise provided herein, shall entitle Liberty, at its option,
to terminate the Agreement:



          (a) Merger. All conditions to the Merger and the REIT Merger shall have been
satisfied in accordance with the terms of the Merger Agreement.




          (b) Covenants of NYSCRF. All of the covenants and agreements herein on the part of
NYSCRF to be complied with or performed on or before the Closing Date shall have been fully
complied with and performed.




          (c) Representations and Warranties. All representations and warranties made by NYSCRF
herein shall have been and remain true and correct in all material respects.




          (d) Completion of the Partnership Agreement. All exhibits not attached to the form of
the Partnership Agreement attached hereto as Exhibit F shall be completed and such Exhibits
reasonably approved by Liberty and NYSCRF.




          (e) Absence of Judicial Action. The transactions contemplated under this Agreement to
be effected on the Closing Date shall not have been restrained or prohibited by any injunction or
order or judgment rendered by any court or other governmental agency of competent jurisdiction.





12











 





          (f) Owner’s Policies. On the Closing Date, the Title Company shall be unconditionally
committed to deliver the Owner’s Policy to each Entity (or its subsidiary) that directly owns
Property, in accordance with Section 6.2.




     6. CLOSING



     6.1 Closing. The closing of the transactions contemplated herein shall be held on the
date of the Merger (the “Closing Date” or the “Closing”), unless otherwise
specified herein. The Closing shall be held at the Philadelphia, Pennsylvania offices of Wolf,
Block, Schorr and Solis-Cohen LLP, or at such other location as may be acceptable to Liberty and
NYSCRF, or at the election of either party, by delivery of documents in escrow to the Title Company
together with escrow instructions that otherwise comport with the terms of this Agreement.



          (a) Liberty Closing Obligations. At the Closing, Liberty shall deliver or cause to be
delivered executed counterparts of the Partnership Agreement and the Management Agreement.




          (b) Liberty Closing Documents. At or before Closing (as the case may be pursuant to
this Agreement), Liberty shall deliver or cause to be delivered for the benefit of the Company the
items specified herein (with copies to NYSCRF) and the following documents and instruments, each
duly executed and, where necessary, acknowledged:




               (i) a promissory note for the Merger Loan;



               (ii) an assignment and assumption agreement (the “Liberty Loan Assignment”) in the
form of Exhibit K attached hereto, whereby Liberty assigns, and the Company assumes, all of
the rights and obligations of the borrower under the Liberty Loan Documents;



               (iii) one or more assignment of interests (the “Assignments”) in the form of
Exhibit E attached hereto, dated as of the Closing Date, conveying the Contributed
Interests to the Company;



               (iv) the Purchase Money Loan Documents, and an assignment to the Company of the lender’s
rights thereunder;



               (v) copies of the assignments of the Purchased Interests to the Company;



               (vi) if necessary, tenant notification agreements, dated the Closing Date, containing
Liberty’s authorization to the tenants of the Property for payment of rental directly to the
Company or the Company’s managing agent, in form acceptable to NYSCRF and Liberty (the “Tenant
Notices”);



               (vii) a Schedule of Leases and Rent Roll for the Property that is current as of August 31,
2007, containing all the matters described in Section 4.1(b)(iv), certified by Liberty to
Liberty’s knowledge, to be true, complete and correct in all material respects as of the Closing
Date and showing no changes in the Schedule of Leases and Rent Roll, except for additional Tenant
Leases, terminations of Tenant Leases that have expired by their terms, terminations of Tenant
Leases for reasons other than the expiration of their terms not in excess of, in the aggregate,
[The confidential material contained herein has
been omitted and has been separately filed
with the Commission.] square feet of gross leaseable area, and other changes approved by NYSCRF in writing or
otherwise permitted pursuant to the terms hereof, or that do not constitute a material adverse
effect;



13









 





               (viii) evidence reasonably acceptable to the Title Company authorizing the consummation by
Liberty of the transactions contemplated hereby and the execution and delivery of the closing
documents on behalf of Liberty;



               (ix) such documents, if any, as may be required to assign or withdraw Liberty’s right to use
the trade names, if any, of the Property;



               (x) an executed certificate with respect to Liberty’s non-foreign status sufficient to comply
with the requirements of Section 1445 of the Code, commonly known as the Foreign Investment in Real
Property Tax Act of 1980, and regulations applicable thereto;



               (xi) an executed copy of Internal Revenue Service Form 1099 as required by the Tax Reform Act
of 1986, and all regulations applicable thereto;



               (xii) copies of executed Tenant Leases, to the extent in Liberty’s control and not previously
delivered to NYSCRF;



               (xiii) executed counterparts of the Partnership Agreement; and



               (xiv) executed counterparts of the Management Agreement.



          (c) NYSCRF Closing Obligations. At or before the Closing (as the case may be pursuant
to this Agreement), NYSCRF, or its permitted assignee, shall do the following:




               (i) on the day before the Closing, deposit with LaSalle Bank National Association (the
Transfer Agent for the Merger) the Contribution Amount, adjusted as provided herein, by wire
transfer in immediately available funds; and



               (ii) on the day of Closing, deliver executed counterparts of the Partnership Agreement.



          (d) Company Obligations. At or prior to Closing (as the case may be pursuant to this
Agreement), NYSCRF and Liberty shall cause the Company to assume all obligations of Liberty under
the Operating Agreements, and the Assumed Financing pursuant to the forms of documents referenced
in Section 6.1(b). In addition, at Closing, NYSCRF and Liberty shall cause the Company to
do the following:




               (i) deliver evidence acceptable to the Title Company and reasonably acceptable to Liberty,
authorizing the consummation by the Company of the transactions contemplated hereby and the
execution and delivery of the closing documents on behalf of the Company;



               (ii) execute and deliver the agreements of sale contemplated by the Recitals, if any;



               (iii) deliver the Purchase Money Loan Documents to RPLP in accordance with the Recitals, if
any;



               (iv) execute and deliver an assignment and assumption agreement sufficient for the Company to
acquire the Purchased Interests pursuant to the Recitals, if applicable;



               (v) fund the Merger Loan;



14









 






               (vi) execute and deliver the Liberty Loan Assignment; and



               (vii) deliver executed counterparts of the Management Agreement.


To the extent the consent of NYSCRF is required under the Partnership Agreement or otherwise in
order for the Company to perform any of the foregoing actions or deliver any of any of the above
items, NYSCRF hereby consents.




          (e) Further Assurances. At the Closing, the Company, Liberty and NYSCRF shall execute
and deliver, or cause to be executed or delivered, such other instruments and documents as may be
necessary in order to complete the Closing of the transactions contemplated hereunder, the form and
content of which shall be reasonably acceptable to Liberty and NYSCRF.




          (f) Delivery of Closing Documents. The Company, Liberty and NYSCRF acknowledge and
agree to use commercially reasonable efforts to execute and deliver to the Title Company to hold in
escrow all documents required to be delivered at the Closing pursuant to this Section 6.1
at least two (2) business days prior to the Closing Date.




     6.2 Title Insurance. At the Closing, Commonwealth Land Title Insurance Company (the
“Title Company”) shall furnish each Entity (or its subsidiary that is the direct owner of Property)
with an owner’s policy of title insurance (an “Owner’s Policy”) that substantially conforms to the
marked-up title commitments previously delivered by Liberty to NYSCRF. The Owner’s Policies to be
issued at Closing shall contain (to the extent available in the applicable jurisdiction): (i) an
affirmative endorsement insuring the Company that there are no violations of any restrictive
covenants affecting the Property, (ii) an access endorsement insuring vehicular and pedestrian
access to all contiguous streets from all present points of entry; (iii) a contiguity endorsement,
if applicable; (iv) a survey endorsement; (v) a location endorsement; (vi) an endorsement deleting
the creditor’s rights exception; (vii) a non-imputation endorsement; and (viii) a zoning
endorsement (completed structures, including parking and loading dock). The Title Company has
executed the joinder attached to this Agreement to evidence its agreement to, among other things,
the provisions of this Section 6.2.



     6.3 Delivery of Documents, Possession, Keys and Other Items. At the Closing, Liberty
shall (i) provide the Company with the originals of all available documents within Liberty’s
possession or control, copies of which were provided to NYSCRF pursuant to Section 3.1
hereof, and (ii) deliver or cause to be delivered to the Company all books and records in Liberty’s
possession pertaining to the Entities. All such documents which are located at the Property may be
delivered with the Property. Any other such documents shall be made available to the Company by
Liberty at a mutually convenient time and place, and Liberty may retain additional copies of such
items as it deems necessary or convenient. NYSCRF acknowledges that the Company and Liberty have
the same principal offices and that no physical transfer of such documents will be required.



     6.4 Closing Costs; Transfer Taxes.



          (a) [The confidential material contained herein has
been omitted and has been separately filed
with the Commission.]




15









 





          (c) Liberty and NYSCRF each shall pay their respective legal fees incurred in negotiating this
Agreement, the Partnership Agreement and related joint venture documents.




          (d) In the event of any post-Closing increase or decrease in the amount of transfer tax
payable hereunder, the parties hereto shall pay or be reimbursed for such increase or decrease, as
the case may be, in accordance with, and in proportion to, each party’s obligation as set forth in
this Section 6.4. This Section 6.4(d) shall survive Closing.




     7. PRORATIONS




     7.1 Initial Proration. Within [The confidential material contained herein has
been omitted and has been separately filed
with the Commission.] days after the Closing Date, the
parties shall prorate the following items as of the Closing Date:



          (a) Taxes. All real estate taxes with respect to the Property shall be prorated
between Liberty and the Company as of the Closing Date.




          (b) Rents. Rent shall be prorated as of the Closing Date, except that no proration
shall be made for rents delinquent as of the Closing Date (hereinafter called the “Delinquent
Rents”). The Company shall have no liability to Liberty for the Delinquent Rents and shall have no
obligation to collect same, provided, however, amounts collected by the Company or the Entities
from tenants owing Delinquent Rents shall be applied first to rents owed by such tenant accruing
from and after the Closing Date and then to Delinquent Rents. Any such amounts applicable to
Delinquent Rents received by the Company or the Entities shall be forwarded to Liberty within
fifteen (15) days of receipt thereof. Liberty reserves the right to pursue legal remedies against
tenants owing Delinquent Rents so long as pursuit of its legal remedies does not cause the tenant
to be evicted.




          (c) Operating Costs. All operating expenses, including utilities (to the extent not
paid directly by tenants), maintenance and other operating costs and expenses incurred by the
Entities in connection with the ownership, operation, maintenance and management of the Property
shall be prorated between Liberty and the Company as of the Closing.




          (d) Insurance Premiums. Insurance premiums shall be prorated as of the Closing Date.




          (e) Other Income and Expenses. All other income from, and expenses of, the Property,
including but not limited to public utility charges, maintenance charges and service




16









 







charges, shall
be prorated as of the Closing Date and the Company shall assume such expenses for periods
subsequent to Closing.




          (f) Federal, State and Local Taxes. To the maximum extent permissible, for Federal,
State and local tax purposes the parties will cause the Entities and their subsidiaries to treat
the Closing Date as the beginning of a fiscal period. Liberty will file all returns and pay all
taxes owing for periods through the day preceding the Closing Date and the Company will file all
returns and pay all taxes owing for periods beginning with the Closing Date. If and to the extent
that such filing of separate returns is not permitted by any taxing authority, and as to any tax
that applies to a period both before and after the Closing Date, the parties will cooperate in the
furnishing of information necessary to the preparation and filing of returns, and will pay their
respective shares of tax liability in proportion to their respective shares of the thing taxed (for
example, gross receipts or net income). The obligations of the parties hereunder shall survive
Closing until each such tax return has been filed, all such taxes owing have been paid and such
returns and payments are no longer subject to contest by the taxing authority. Notwithstanding the
foregoing, for tax purposes, closing shall be deemed to occur at 11:59 p.m. (local Washington, D.C.
time) on the day preceding the Closing Date.




          (g) Assumed Financing. Interest, credits, costs and expenses (other than the costs
and expenses described in Section 6.4(b)(iii), which shall be the sole obligation of the Company)
related to the Assumed Financing will be adjusted and apportioned between Liberty and the Company
in accordance with the following: (i) prepaid interest will be paid to Liberty by the Company and
accrued, but unpaid interest will be paid by Liberty with both to be apportioned as of the day
preceding the Closing Date; and (ii) Liberty will be entitled to receive the amounts (including
accrued interest) of any escrow and other sums on deposit with a lender under the Assumed Financing
(including any escrow reserves) when disbursed by the holder of such Assumed Financing.




     7.2 Adjustments; Reproration. After receipt of final financial statements for the
Entities for the current year or applicable fiscal period, Liberty shall prepare and present to
NYSCRF a calculation of the reproration of the profits and losses of the Entities to be passed
through to the Company. The parties shall make the appropriate adjusting payment between them
within 30 days after presentment to NYSCRF of Liberty’s calculation. This provision shall survive
the Closing.



     7.3 Indemnity.



          (a) Except for items to be prorated and reprorated by Liberty and NYSCRF pursuant to this
Article 7, Liberty hereby assumes full responsibility for any and all demands, claims,
legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens,
judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs),
whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of
or in any way be connected with the ownership of the Interests, Entities or the Property first
arising or accruing prior to the Closing Date, including, without limitation, the Existing
Litigation. Liberty also agrees to indemnify, defend and hold the Company and NYSCRF harmless from
any claims, liabilities or costs (including reasonable attorneys’ fees) arising from Liberty’s
failure to perform said obligations.




          (b) Except for items to be prorated and reprorated by Liberty and NYSCRF pursuant to this
Article 7, the Company hereby assumes full responsibility for any and all demands, claims,
legal or administrative proceedings, losses, liabilities, damages, penalties,
fines, liens, judgments, costs or expenses whatsoever (including, without limitation,
attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen
(“Losses




17









 







and Liabilities”), which may arise on account of or in any way be connected with the
ownership of the Property first arising or accruing on or after to the Closing Date, excluding,
however, any Liberty Losses and Liabilities (hereinafter defined). The Company also agrees to
indemnify, defend and hold Liberty harmless from any claims, liabilities or costs (including
reasonable attorneys’ fees) arising from the Company’s failure to perform said obligations,
provided the same do not arise on account of Liberty Losses and Liabilities. As used herein,
“Liberty Losses and Liabilities” are any Losses and Liabilities which may arise on account of or in
any way be connected with any action by Liberty or the LLC (a) that was not taken in the reasonable
belief that it was within their scope of authority under the Partnership Agreement, (b)
constituting fraud, bad faith, negligence or willful misconduct, or a breach of the standards set
forth in Section 6.02(d) of the Partnership Agreement, or (c) in violation of securities
laws or criminal laws.




          (c) The provisions of this Section 7.3 shall survive the Closing.




     8. SURVIVAL



     8.1 Survival. Except as otherwise expressly provided herein, all warranties
representations, covenants, obligations and agreements contained in this Agreement shall survive
the execution and delivery of this Agreement and shall survive the Closing for a period of one (1)
year and any right of action for the breach of any representation, warranty or covenant contained
herein shall not merge with the Assignment but shall survive the Closing for such one (1) year
period and may be enforced by the Company. In addition to all other remedies that NYSCRF and/or
the Company may have at law or in equity, the Company may offset any final, non-appealable judgment
it obtains against Liberty against any distributions due to Liberty from the Company.
Notwithstanding anything contained in this Agreement to the contrary, the representations and
warranties contained in Section 4.1(a) shall survive the Closing.



     9. COMMISSIONS



     9.1 Liberty’s Indemnity. LIBERTY SHALL INDEMNIFY NYSCRF AND THE COMPANY AND HOLD AND
DEFEND NYSCRF AND THE COMPANY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES,
DAMAGES, DEMANDS, COSTS AND EXPENSES (INCLUDING ACTUAL, REASONABLE ATTORNEYS’ FEES AT OR BEFORE THE
TRIAL LEVEL AND ANY APPELLATE PROCEEDINGS) ARISING OUT OF ANY CLAIM MADE BY ANY REALTOR, BROKER,
FINDER, OR ANY OTHER INTERMEDIARY WHO CLAIMS TO HAVE BEEN ENGAGED, CONTRACTED OR UTILIZED BY
LIBERTY IN CONNECTION WITH THE TRANSACTIONS THAT ARE THE SUBJECT MATTER OF THIS AGREEMENT. THIS
INDEMNIFICATION SHALL SURVIVE THE CLOSING.



     9.2 NYSCRF’s Indemnity. NYSCRF SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND LIBERTY AND
THE COMPANY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, DEMANDS, COSTS AND
EXPENSES (INCLUDING ACTUAL, REASONABLE ATTORNEYS’ FEES AT OR BEFORE THE TRIAL LEVEL AND ANY
APPELLATE PROCEEDINGS) ARISING OUT OF ANY CLAIM MADE BY ANY REALTOR, BROKER, FINDER OR ANY OTHER
INTERMEDIARY WHO
CLAIMS TO HAVE BEEN ENGAGED, CONTRACTED OR UTILIZED BY NYSCRF IN CONNECTION WITH THE
TRANSACTIONS THAT ARE THE SUBJECT MATTER OF



18









 







THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY AND
ALL FEES PAYABLE TO HEITMAN CAPITAL MANAGEMENT LLC IN CONNECTION WITH THE TRANSACTIONS THAT ARE THE
SUBJECT MATTER OF THIS AGREEMENT. THIS INDEMNIFICATION SHALL SURVIVE THE CLOSING.



     10. FURTHER INSTRUMENTS



     Liberty will, whenever reasonably requested by NYSCRF, and NYSCRF will, whenever reasonably
requested by Liberty, execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered, any and all conveyances, assignments and all other instruments and documents as may be
reasonably necessary in order to complete the transaction herein provided and to carry out the
terms and provisions of this Agreement.



     11. TERMINATION AND REMEDIES



     11.1 Liberty’s Default.



          (a) Subject to the provisions of Section 11.1(b) below, if Liberty has not terminated
this Agreement pursuant to any of the provisions hereof authorizing such termination, and if prior
to or at the Closing Liberty defaults hereunder or shall have failed to have performed any of the
material covenants and/or agreements contained herein that are to be performed by Liberty at or
prior to the Closing, or if any warranty or representation made by Liberty herein is not true and
correct in all material respects, NYSCRF may, at its option, as its sole and exclusive remedies,
either (i) seek specific performance of this Agreement, or (ii) terminate this Agreement.




          (b) Notwithstanding anything in Section 11.1(a) to the contrary, NYSCRF will, prior to
the exercise of the remedies contained in Section 11.1(a), give Liberty written notice
(“NYSCRF’s Default Notice”) specifying the nature of such default. Until the date that is
five (5) days after receipt of NYSCRF’s Default Notice, Liberty may, at its option, elect to cure
such default or waive the option to cure the default; provided, however, Liberty’s failure to give
NYSCRF written notice of its election within this time period shall be deemed an election by
Liberty to waive its right to cure the default. If Liberty waives or is deemed to have waived its
right to cure the default, NYSCRF shall thereafter be entitled to exercise the remedies in
accordance with the terms of Section 11.1(a). If Liberty elects to cure the default
specified in NYSCRF’s Default Notice, Liberty shall commence to cure such default within fifteen
(15) days from the date of such election and diligently pursue such cure to completion within
forty-five (45) days (“Liberty’s Cure Period”). If Liberty fails to cure such default
within Liberty’s Cure Period to NYSCRF’s reasonable satisfaction, NYSCRF may exercise its remedies
in accordance with the terms of Section 11.1(a) hereof.




     11.2 NYSCRF’s Default.



          (a) If NYSCRF has not terminated this Agreement pursuant to any of the provisions hereof
authorizing such termination and NYSCRF defaults hereunder and fails to perform any of the
covenants and/or agreements contained herein which are to be performed by NYSCRF, Liberty shall be
entitled to, at its option, as its sole and exclusive remedies either (i) seek specific performance
of this Agreement, or (ii) terminate this Agreement.




          (b) Notwithstanding anything in Section 11.2(a) to the contrary, Liberty will, prior
to the exercise of the remedies contained in Section 11.2(a), give NYSCRF written notice
(“Liberty’s Default Notice”) specifying the nature of such default. Until the date that is
five (5)




19









 







days after receipt of Liberty’s Default Notice, NYSCRF may, at its option, elect to cure
such default or waive the option to cure the default; provided, however, NYSCRF’s failure to give
Liberty written notice of its election within this time period shall be deemed an election by
NYSCRF to waive its right to cure the default. If NYSCRF waives or is deemed to have waived its
right to cure the default, Liberty shall thereafter be entitled to exercise the remedies in
accordance with the terms of Section 11.2(a). If NYSCRF elects to cure the default
specified in Liberty’s Default Notice, NYSCRF shall commence to cure such default within fifteen
(15) days from the date of such election and shall thereafter diligently pursue such cure to
completion within forty-five (45) days (“NYSCRF’s Cure Period”). If NYSCRF is unable to
cure such default within NYSCRF’s Cure Period to Liberty’s reasonable satisfaction, Liberty may
exercise its remedies in accordance with the terms of Section 11.2(a) hereof.




     11.3 Costs and Expenses; Limitation. In the event of any default or alleged default
by either Liberty or NYSCRF hereunder that results in a party seeking to exercise its rights or
remedies pursuant to Section 11.1 or Section 11.2 above, the prevailing party under
this Agreement shall be able to recover from the non-prevailing party on demand all actual,
reasonable and necessary out-of-pocket expenses actually paid or incurred by the prevailing party
in connection with the exercise of its remedies hereunder including, without limitation, reasonable
attorneys’ fees. In no event shall either party hereto, or any direct or indirect partner, member,
shareholder, beneficiary, owner or affiliate thereof, or any officer, director, employee, trustee,
or agent of any of the foregoing or any affiliate or controlling person thereof, be liable to any
indemnified party in contract, tort or otherwise with respect to any indirect, consequential,
punitive or exemplary damages arising from or relating to this Agreement or any closing document.



     11.4 Limitation of NYSCRF Liability. Notwithstanding anything to the contrary
contained herein or in any other agreement executed in connection herewith, Liberty and the Company
expressly agree that NYSCRF shall not be liable personally or otherwise for any breach or default
by NYSCRF under this Agreement or any other agreement executed in connection with this Agreement,
except to the extent of, and only to the extent of, the NYSCRF’s Partnership Interest in the
Company. Except only for NYSCRF’s Partnership Interest in the Company, no assets of NYSCRF may be
liened, encumbered, attached, levied or executed upon to satisfy any liability of or judgment
against NYSCRF arising out of this Agreement or any other agreement executed in connection with
this Agreement. This Section 11.4 shall survive Closing.



     12. RISK OF LOSS



     If, prior to Closing, the Property or any part thereof shall be condemned or destroyed or
materially damaged by fire or other casualty (that is, damage or destruction that NYSCRF reasonably
estimates will cost in excess of [The confidential material contained herein has
been omitted and has been separately filed
with the Commission.] to repair or restore or that materially impedes access to
the Property or any material part thereof), NYSCRF shall elect to do one of the following, which
election shall be made not later than the later of (i) ten (10) days prior to Closing, or (ii) ten
(10) days following the date NYSCRF receives written notice of the condemnation or material damage:
(A) terminate this Agreement as to the Contributed Entity that owns the affected Parcel only,
whereupon the parties shall negotiate an equitable reduction in the Contribution Amount hereunder
or, if the parties do not reach agreement on such a reduction within thirty (30) days after such
casualty, NYSCRF shall be entitled to terminate this Agreement in its entirety; or (B) consummate
the transaction contemplated by this Agreement
without terminating this Agreement as to the affected Parcel notwithstanding such
condemnation, destruction or material damage. If NYSCRF elects to consummate the



20









 







transaction
contemplated by this Agreement without terminating this Agreement as to the Contributed Entity that
owns the affected Parcel, the Company shall be entitled to receive all of the condemnation proceeds
or settle the loss under all policies of insurance applicable to the destruction or damage and
receive all of the proceeds of insurance applicable thereto, and Liberty shall, at Closing and
thereafter, execute and deliver to the Company all required proofs of loss, assignments of claims
and other similar items. If there is any other damage or destruction (that is, damage or
destruction that NYSCRF reasonably estimates will cost [The confidential material contained herein has
been omitted and has been separately filed
with the Commission.] or less to repair or restore, or
that does not materially impede access to the Property or any material part thereof), Liberty shall
either completely repair or cause to be repaired such damage prior to Closing in a manner
reasonably satisfactory to NYSCRF or, at NYSCRF’s option, assign all insurance claims pertaining to
such damage or destruction to the Company by executing and delivering to the Company at Closing and
thereafter all required proofs of loss, assignments of claims and other similar items.



     Notwithstanding anything herein, Liberty shall be entitled to receive and retain, and shall
not be required to assign, any insurance proceeds for loss of the rents to have been paid prior to
Closing.



     13. PROVISIONS REGARDING HAZARDOUS SUBSTANCES



     13.1 Definitions. Unless the context otherwise specifies or requires, the following
terms shall have the respective meanings herein specified:



          (a) The term “Governmental Requirements” shall mean all laws, ordinances, statutes,
codes, rules, regulations, orders and decrees of the United States, the state, the county, the
city, or any other political subdivision in which the Property is located, and any other political
subdivision, agency or instrumentality exercising jurisdiction over Liberty or the Property,
including Hazardous Materials Laws.




          (b) The term “Hazardous Materials” shall mean (i) any “hazardous waste” as defined by
the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), as amended
from time to time, and regulations promulgated thereunder (“RCRA”); (ii) any “hazardous
substance” as defined by the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (42 U.S.C. Section 9601 et seq.), as amended from time to time, and regulations promulgated
thereunder (“CERCLA”) (including petroleum-based products as described therein); (iii)
other petroleum and petroleum-based products; (iv) asbestos in any quantity or form which would
subject it to regulation under any applicable Hazardous Materials Law (hereinafter defined); (v)
polychlorinated biphenyls; (vi) any substance, the presence of which on the Property is prohibited
by any Hazardous Materials Law; (vii) any “extremely hazardous substance” or “hazardous chemical”
as those terms are defined in the Emergency Planning and Community Right-To-Know Act (42 U.S.C.
Section 11001 et seq.) as amended from time to time, and regulations promulgated thereunder
(“EPCRA”); (viii) any “chemical substance” as that term is defined in the Toxic Substances
Control Act (15 U.S.C. Section 2601) as amended from time to time, and regulations promulgated
thereunder (“TSCA”); (ix) any hazardous substances identified under the law of the state in
which the Property is located; and (x) any other substance, including toxic substances, that, by
any Hazardous Materials Laws, requires special handling in its collection, storage, treatment,
management, recycling or disposal. Hazardous Materials shall not include consumer products, office
supplies,
and cleaning and maintenance supplies stored and used in the ordinary course of operation of
the Property and in compliance with applicable Hazardous Materials Laws.




21









 








          (c) The term “Hazardous Materials Laws” shall mean all Governmental Requirements,
including, without limitation, RCRA and CERCLA, relating to the handling, storage, existence of or
otherwise regulating any hazardous wastes, hazardous substances, toxic substances, radioactive
materials, pollutants, chemicals, contaminants or industrial substances or relating to the removal
or remediation of any of the foregoing.




          (d) “Losses” means any and all losses, liabilities, damages (whether actual,
consequential, punitive or otherwise denominated), demands, claims, actions, judgments, causes of
action, assessments, fines, penalties, costs, and out-of-pocket expenses (including, without
limitation, attorneys’ fees and the fees of environmental consultants), of any and every kind or
character, foreseeable and unforeseeable, liquidated and contingent, proximate and remote.




          (e) The terms “release,” “disposal,” “storage” and “treatment” shall have the meaning set
forth in CERCLA, RCRA, the regulations promulgated thereunder and any other similar Hazardous
Materials Laws.




     13.2 Liberty’s Environmental Representations and Warranties. Liberty hereby
represents and warrants to NYSCRF that except as set forth on Exhibit I or in those certain
Phase I Environmental Site Assessments delivered to NYSCRF by Liberty and listed on Schedule
13.2 attached hereto (collectively, the “Environmental Reports”):



          (a) Liberty has not received any written notice of any civil, criminal or administrative suit,
claim, hearing, violation, investigation, proceeding or demand against the Property or against
Liberty or the Company with respect to the Property relating in any way to a release or use of
Hazardous Materials or compliance with Hazardous Materials Laws.




          (b) Liberty has received no written notice that the Property violates Hazardous Materials
Laws.




          (c) To Liberty’s actual knowledge, there are no under ground storage tanks at the Property.




          (d) Liberty has received no written notice asserting that there are Hazardous Materials on, in
or under the Property in violation of any Hazardous Materials Laws.




          (e) The Property has never been used by Liberty, or to Liberty’s best knowledge, by any third
parties, to generate, treat, store, dispose of or transport Hazardous Materials in quantities that
require remediation under, or are otherwise in violation of, any Hazardous Materials Laws.




     13.3 Environmental Covenant. Liberty shall not knowingly conduct or authorize
Hazardous Materials Contamination at the Property occurring after the date hereof and on or prior
to the Closing Date, and shall promptly notify NYSCRF in writing of any existing or pending
investigation or inquiry by any governmental authority in connection with any Hazardous Materials
Laws relating to the Property of which Liberty has received written notice or has actual knowledge
(as defined in Section 4.3).



     13.4 Environmental Indemnification.



          (a) Liberty hereby agrees to indemnify, defend and hold harmless NYSCRF and the Company from
and against any Losses arising out of any material misrepresentation by Liberty in the
representations and warranties set forth in Section 13.2 or by any willful breach of the
covenants set forth in Section 13.3.




22









 








          (b) Assumption of Defense.




               (i) If a party entitled to indemnification hereunder (the “Indemnified Party”)
notifies the party liable for such indemnification (the “Indemnifying Party”) of any claim,
demand, action, administrative or legal proceeding, investigation or allegation adverse to the
Indemnified Party and as to which the indemnity provided for in Section 13.4(a) applies (a
“Potential Claim”), Indemnifying Party shall assume on behalf of Indemnified Party and
conduct with due diligence and in good faith the investigation and defense thereof and the response
thereto and shall be entitled, at Indemnifying Party’s sole discretion, to settle or otherwise
dispose of any such Potential Claim; provided, that Indemnifying Party shall have the right to cure
such matter that is the subject of the Potential Claim (subject to the rights of the owner of the
Property at the time of such cure to approve the manner of such cure) if such cure will not result
in additional liability or material loss of rights to Indemnified Party, and provided further that
Indemnified Party have the right to be represented by advisory counsel of its own selection and at
its own expense; and provided further, that if any such claim, demand, action, proceeding,
investigation or allegation involves both Indemnifying Party and Indemnified Party and Indemnified
Party shall have reasonably concluded that there may be legal defenses available to it which are
inconsistent with or in addition to those available to Indemnifying Party, then Indemnified Party
shall have the right to select separate counsel reasonably acceptable to Indemnifying Party to
participate in the investigation and defense of and response to such claim, demand, action,
proceeding, investigation or allegation on its own behalf at Indemnifying Party’s expense.



               (ii) If any claim, demand, action, proceeding, investigation or allegation arises as to which
the indemnity provided for in this Section 13.4 applies, and Indemnifying Party fails to
assume as soon as reasonably practical the defense of Indemnified Party, then Indemnified Party may
contest (or, with the prior written consent of Indemnifying Party, settle) the claim, demand,
action, proceeding, investigation or allegation at Indemnifying Party’s expense using counsel
selected by Indemnified Party and reasonably acceptable to Indemnifying Party.



          (c) Notice of Losses. If Indemnified Party receives a written notice of Losses that
Indemnified Party believes are covered by this Section 13.4, then Indemnified Party shall
promptly furnish a copy of such notice to Indemnifying Party. The failure to so provide a copy of
the notice to Indemnifying Party shall not excuse Indemnifying Party from its obligations under
this Section 13.4; provided, that if Indemnifying Party is unaware of the matters described
in the notice and such failure renders unavailable defenses that Indemnifying Party might otherwise
assert, or precludes actions that Indemnifying Party might otherwise take to minimize its
obligations hereunder, then Indemnifying Party shall be excused from its obligation to indemnify
Indemnified Party against assessments, fines, costs and expenses, if any, which would not have been
incurred but for such failure. For example, if Indemnified Party fails to provide Indemnifying
Party with a copy of a notice of an obligation covered by the indemnity set out in Sections
13.4(a) and Indemnifying Party is not otherwise already aware of such obligation, and if as a
result of such failure Indemnified Party becomes liable for penalties and interest covered by the
indemnity in excess of the penalties and interest that would have accrued if Indemnifying Party had
been promptly provided with a copy of the notice, then Indemnifying Party will be excused from any
obligation to Indemnified Party to pay the excess and Indemnified Party shall indemnify
Indemnifying Party with respect to any such excess.




          (d) Rights Cumulative. The rights of NYSCRF and the Company under this Article
13 shall be in addition to any other rights and remedies of NYSCRF and the Company against
Liberty pursuant to CERCLA and NYSCRF and the Company each expressly retain any right of
reimbursement or contribution thereunder.




23









 








     14. NO ASSUMPTION



     14.1 No Assumption. The Company is not and is not deemed to be, a successor of
Liberty, it being understood that Liberty is contributing to and the Company is acquiring only the
Contributed Interests and the Purchase Money Loan Documents, subject to the Merger Loan, the
Liberty Loan and the Assumed Financing, and the rights and obligations arising thereunder; and it
is expressly understood and agreed that, except as may otherwise be expressly provided in this
Agreement and in the documents delivered at the Closing, NYSCRF has not and does not hereby assume
or agree to assume any liability whatsoever of Liberty.



     15. NOTICES



     15.1 Notices. Any notice, request, demand, instruction or other communication to be
given to either party hereunder, except those required to be delivered at the Closing, shall be in
writing, and shall be deemed to be delivered (a) upon receipt, if delivered by facsimile, (b) upon
receipt or rejection if sent by hand delivery or (c) upon delivery to a nationally recognized
overnight air courier service such as UPS or Federal Express, each addressed as follows:



	 	 	 	 	 
	 	 	If to NYSCRF:	 	New York State Common Retirement Fund

	 	 	 	 	c/o Office of the State Comptroller

	 	 	 	 	59 Maiden Lane, 30th Floor

	 	 	 	 	New York, NY 10038-4502

	 	 	 	 	Attn: Assistant Comptroller for Real Estate

	 	 	 	 	Fax No.: 212-383-1331

	 	 	 	 	Telephone No.: 212-383-1508

	 	 	 	 	 

	 	 	with additional copies to:	 	New York State Common Retirement Fund

	 	 	 	 	c/o Office of the State Comptroller

	 	 	 	 	59 Maiden Lane, 30th Floor

	 	 	 	 	New York, NY 10038-4502

	 	 	 	 	Attn: Assistant Deputy Counsel

	 	 	 	 	Fax No.: 212-681-1331

	 	 	 	 	Telephone No.: 212-383-1330

	 	 	 	 	 

	 	 	with additional copies to:	 	Heitman Capital Management LLC

	 	 	 	 	191 North Wacker Drive

	 	 	 	 	Suite 2500

	 	 	 	 	Chicago, IL 60606

	 	 	 	 	Attn: Jerome Claeys

	 	 	 	 	Fax No.: 312-251-5445

	 	 	 	 	Telephone No.: 312-541-6740

	 	 	 	 	 

	 	 	with additional copies to:	 	Cox, Castle & Nicholson LLP

	 	 	 	 	2049 Century Park East, 28th Floor

	 	 	 	 	Los Angeles, CA 90067-3284

	 	 	 	 	Attn: Amy H. Wells, Esq.

	 	 	 	 	Fax No.: 310-277-7889



	 	 	 	 	Telephone No.: 310-284-2233








24









 






	 	 	 	 	 
	 	 	and with additional copies to:	 	Heitman Capital Management LLC

	 	 	 	 	191 North Wacker Drive

	 	 	 	 	Suite 2500

	 	 	 	 	Chicago, IL 60606

	 	 	 	 	Attn: Anthony Ferrante

	 	 	 	 	Fax No.: (312) 541-6789

	 	 	 	 	Telephone No.: (312) 251-5458

	 	 	 	 	 

	 	 	If to Liberty:	 	Liberty Property Limited Partnership

	 	 	 	 	500 Chesterfield Parkway

	 	 	 	 	Malvern, Pennsylvania 19355

	 	 	 	 	Attention: Mr. Michael T. Hagan

	 	 	 	 	Fax: 610-644-4129

	 	 	 	 	Phone No: (610) 648-1716

	 	 	 	 	 

	 	 	with additional copies to:	 	Wolf Block Schorr and Solis-Cohen LLP

	 	 	 	 	1650 Arch Street, 22nd Floor

	 	 	 	 	Philadelphia, Pennsylvania 19103-2097

	 	 	 	 	Attention: Herman C. Fala, Esquire

	 	 	 	 	Fax: 215-405-2976

	 	 	 	 	Phone No.: 215-977-2076






Any notice under this Agreement delivered prior to Closing by Liberty to NYSCRF or by NYSCRF to
Liberty shall be deemed to be simultaneously delivered to and received by the Company.




     16. MISCELLANEOUS



     16.1 Entire Agreement. This Agreement and the exhibits attached hereto contain the
entire agreement between the parties and supersede all prior and contemporaneous agreements or
understandings. No modification or amendment of this Agreement shall be of any force or effect
unless made in writing and executed by NYSCRF, Liberty and the Company.



     16.2 Counterparts. This Agreement may be executed in any number of counterparts which
together shall constitute the agreement of the parties.



     16.3 Time of the Essence Time is of the essence with respect to the performance of
all obligations provided herein and the consummation of all transactions contemplated hereby.



     16.4 Assignment. This Agreement, and the rights and obligations of NYSCRF hereunder,
may be assigned by NYSCRF at any time without the consent of Liberty to any wholly owned affiliate
of NYSCRF. Upon any such assignment by NYSCRF, NYSCRF shall remain liable for all of its
obligations hereunder. In the event of any such assignment, Liberty agrees to close the
transaction contemplated hereunder with the assignee of NYSCRF. Liberty may not assign this
Agreement without the prior written consent of NYSCRF.



25









 





     16.5 Dates. Whenever any determination is to be made or action is to be taken on a
date specified in this Agreement, if such date shall fall on Saturday, Sunday or legal holiday
under the laws of the Commonwealth of Virginia or District of Columbia, then in such event said
date shall be extended to the next day which is not a Saturday, Sunday or legal holiday. All
references in this Agreement to “the date hereof,” “the date of this Agreement” or similar
references shall be deemed to refer to the date on which this Agreement has been executed and
delivered by Liberty and NYSCRF.



     16.6 Binding on Successors and Assigns. This Agreement and the terms and provisions
hereof shall inure to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns whenever the context so requires or admits.



     16.7 Records. NYSCRF shall not file this Agreement, nor any memorandum hereof, in any
public records without the prior written consent of Liberty, and any such memorandum which is filed
without such consent shall be, in Liberty’s sole discretion, automatically deemed null and void;
provided that Liberty may file a copy of this Agreement as an exhibit to a filing it may make with
the Securities and Exchange Commission (the “SEC”).



     16.8 Confidentiality and Public Disclosure. NYSCRF shall hold, and shall instruct all
of its employees and agents to hold, all information furnished to it pursuant to this Agreement,
and all information which it obtains pursuant to its inspection, testings and investigations
undertaken in connection herewith in confidence except as and to the extent required by law.
Liberty and NYSCRF covenant and agree that, prior to Closing, they will not issue any press
releases or otherwise disclose the existence or terms of this Agreement and that they will each
hold this Agreement and the particulars thereof and the parties thereto in confidence, except with
the reasonable approval of the other party hereto and except as may be required by law, provided
that the foregoing will not restrict the ability of Liberty to file this Agreement (and some or all
of the exhibits) as an exhibit to a filing it may make with the SEC and to make disclosures
regarding the transactions provided for by this Agreement to the extent Liberty reasonably believes
necessary to enable Liberty to comply with securities laws and SEC regulations, the rules of any
stock exchange, or the requirements of any filing or registration made by Liberty Property Trust as
the issuer of publicly traded securities or as part of information provided to its investors and/or
financial analysts. Liberty and NYSCRF shall work to prepare a joint press release, to be issued
at Closing, respecting the transactions contemplated by this Agreement.



     16.9 Termination. Upon any termination permitted under the terms of this Agreement,
NYSCRF and Liberty shall be automatically released and discharged from all further liability and
obligations under and in connection with this Agreement, subject however, to the express provisions
of this Agreement that provide for survival of certain agreements and indemnities. No termination
of this Agreement shall be effective unless executed by the terminating party and delivered to the
other party.



     16.10 Reporting Person. The Title Company is hereby designated as the “Reporting
Person” pursuant to Section 6045 of the Code and the regulations promulgated thereunder.



     16.11 Paragraph Headings. .The paragraph headings contained in the Agreement are for
convenience only and shall in no way enlarge or limit the scope or meaning of the various and
several paragraphs hereof.



     16.12 Facsimile Signatures. Executed facsimile or electronically delivered copies of
this Agreement shall be binding upon the parties herein, and facsimile or electronically delivered
signatures appearing hereon shall be deemed to be original signatures. Following execution by
facsimile or electronic delivery by both parties, NYSCRF shall execute four (4) originals of this
Agreement and forward them by overnight courier to Liberty; Liberty shall execute such



26









 







counterparts and deliver two of the same to NYSCRF the day following receipt thereof from NYSCRF.



     16.13 Exculpation.



          (a) No recourse shall be had for any obligation of Liberty under this Agreement or under any
document executed in connection herewith or pursuant hereto, or for any claim based thereon or
otherwise in respect thereof, against any past, present or future trustee, partner, officer or
employee of Liberty, whether by virtue of any statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being expressly waived and released by
NYSCRF and the Company and all parties claiming by, through or under NYSCRF or the Company.




          (b) No recourse shall be had for any obligation of NYSCRF under this Agreement or under any
document executed in connection herewith or pursuant hereto, or for any claim based thereon or
otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or
employee of NYSCRF, whether by virtue of any statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being expressly waived and released by
Liberty and the Company and all parties claiming by, through or under Liberty or the Company.




     16.14 AS IS. THE PROPERTY IS BEING CONVEYED TO THE COMPANY (BY CONTRIBUTION OF THE
CONTRIBUTED INTERESTS AND PURCHASE OF THE PURCHASED INTERESTS) ON AN “AS IS, WHERE IS” BASIS, AND
LIBERTY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY,
THE PHYSICAL CONDITION, FITNESS FOR USE, TITLE OR ANY OTHER MATTER RELATING TO THE PROPERTY, EXCEPT
AS EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT. NYSCRF REPRESENTS THAT IT IS
KNOWLEDGEABLE OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE, THAT OF NYSCRF’S
CONSULTANTS, AND THE REPRESENTATIONS AND WARRANTIES OF LIBERTY CONTAINED IN THIS AGREEMENT,
SUBJECT, HOWEVER, TO THE LIMITATIONS CONTAINED HEREIN UPON SUCH REPRESENTATIONS AND WARRANTIES, AND
THAT LIBERTY HAS OR SHALL HAVE AFFORDED NYSCRF WITH A FULL AND COMPLETE OPPORTUNITY TO MAKE ITS OWN
INDEPENDENT INVESTIGATION OF THE PROPERTY AND ALL MATTERS PERTAINING THERETO DURING THE INSPECTION
PERIOD INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF AND, UPON
CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY NYSCRF’S INSPECTIONS AND
INVESTIGATIONS. NYSCRF ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, LIBERTY SHALL CONVEY TO THE
COMPANY, BY CONVEYANCE OF THE CONTRIBUTED INTERESTS, THE PROPERTY “AS IS, WHERE IS” WITH ALL
FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES
OR REPRESENTATIONS (EXCEPT AS HEREIN SPECIFICALLY PROVIDED), COLLATERAL TO OR AFFECTING ANY OF
THE PROPERTY BY LIBERTY, ANY AGENT OF LIBERTY OR ANY THIRD PARTY. NYSCRF EXPRESSLY AGREES THAT THE
TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT
AND NOT MERGE THEREIN AND LIBERTY IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN
STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE
BROKER, AGENT, EMPLOYEE,



27









 







SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR
REFERRED TO IN THIS AGREEMENT.



     16.15 Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Delaware and the laws of the United States applicable to
transactions in Virginia and the District of Columbia without regard to the principles of conflicts
of laws of any jurisdiction.



     16.16 Receipt of Written Notice Defined. Whenever in this Agreement the statement is
made that Liberty has or has not received written notice of certain matters (such as, by way of
example and not limitation, in Sections 4.1(b) or 13), “receipt of written notice”
by Liberty, and words of similar import, shall mean the receipt of written notice by Liberty
Property Trust or Liberty prior to the closing of the REIT Merger, and under no circumstances shall
delivery of written notice to Republic Property Trust or its affiliates prior to the completion of
the REIT Merger be deemed or imputed to be receipt of written notice by Liberty for purposes of
this Agreement or the transactions contemplated hereby.



28









 





     IN WITNESS WHEREOF, the parties have executed this Contribution Agreement as of the dates set
forth below.



     EXECUTED by NYSCRF on the 4th day of  October , 2007.



	 	 	 	 	 
	 	NEW YORK STATE COMMON RETIREMENT FUND





Thomas P. Dinapoli, Comptroller of the

State of New York, as Trustee of the

Common Retirement Fund

 	 
	 	By:  	/s/ NICK SMIRENSKY
 	 
	 	 	Name:  	Nick Smirensky 	 
	 	 	Title:  	Deputy Comptroller 	 



 









 






	 	 	 	 	 




     EXECUTED by Liberty on the  1st  day of  October , 2007.



	 	 	 	 	 	 	 
	 	 	LIBERTY:	 	 
	 
	 	 	 	 	 	 
	 	 	LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania
limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Liberty Property Trust, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ MICHAEL T. HAGAN	 	 
	 

	 	Name:
	 	 

MICHAEL T. HAGAN
	 	 
	 

	 	Title:
	 	CHIEF INVESTMENT OFFICER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ WILLIAM P. HANKOWSKY	 	 
	 

	 	Name:
	 	 

WILLIAM P. HANKOWSKY
	 	 
	 

	 	Title:
	 	CHAIRMAN, PRESIDENT AND CEO	 	 






 









 








     EXECUTED by the Company on the 1st       day of       October_, 2007.



	 	 	 	 	 	 	 
	 	 	THE COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	LIBERTY WASHINGTON, LP	 	 
	 
	 	 	 	 	 	 
	 	 	By: Liberty Washington Venture, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: Liberty Property Limited Partnership, its sole member	 	 
	 
	 	 	 	 	 	 
	 	 	By: Liberty Property Trust, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ MICHAEL T. HAGAN	 	 
	 

	 	Name:
	 	 

MICHAEL T. HAGAN
	 	 
	 

	 	Title:
	 	CHIEF INVESTMENT OFFICER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ WILLIAM P. HANKOWSKY	 	 
	 

	 	Name:
	 	 

WILLIAM P. HANKOWSKY
	 	 
	 

	 	Title:
	 	CHAIRMAN, PRESIDENT AND CEO	 	 






 









 







     The undersigned hereby acknowledges receipt of a fully executed original counterpart of this
Agreement and agrees to perform the functions of Title Company hereunder as of the
2nd day of Oct, 2007. The undersigned further assumes the duties of
the “Reporting Person” as described in Section 6045 of the Code and the regulations promulgated
thereunder.



	 	 	 	 	 	 	 
	 	 	TITLE COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	COMMONWEALTH LAND TITLE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ ANDREA B. CONNORS	 	 
	 

	 	Name:
	 	 

ANDREA B. CONNORS
	 	 
	 

	 	Title:
	 	VP/OFFICE MANAGER	 	 







 












 




EXHIBIT A




PARCELS, ENTITIES, GROSS ASSET VALUE OF INTERESTS, PERMANENT FINANCING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	GROSS ASSET	 	 	 	 
	 	 	 	 	CONTRIBUTED	 	 	VALUE OF	 	 	PERMANENT	 
	PARCEL	 	ENTITY	 	INTERESTS	 	 	INTERESTS	 	 	FINANCING	 
	Pender Business Park
	 	RKB Pender LLC	 	 	100	%	 	$	[*]	 	 	$	[*]	 
	3922-28 Pender Drive,

Fairfax, VA

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corporate Pointe IV
	 	RKB CP IV LLC	 	 	100	%	 	$	[*]	 	 	$	[*]	 
	14111 Park Meadow Drive,

Chantilly, VA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Republic Building
	 	RPT 1425 Investors, L.P.*	 	(Purchased Entity	)*****	 	$	[*]	 	 	$	[*]	 
	1425 New York Avenue, NW
	 	RPLP I, LLC	 	 	 	 	 	 	 	 	 	 	 	 
	Washington, DC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corporate Oaks
	 	RKB Corporate Oaks LLC	 	 	100	%	 	$	[*]	 	 	$	[*]	 
	625 Herndon Parkway,

Herndon, VA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WillowWood I and II
	 	RPB WillowWood I LLC	 	 	100	%	 	$	[*]	 	 	$	[*]	 
	10300 and 10306 Eaton
	 	and	 	 	100	%	 	 	 	 	 	 	 	 
	Place, Fairfax, VA
	 	WillowWood II LLC	 	 	 	 	 	 	 	 	 	 	 	 
	Republic Park (1 - 7)
	 	Republic Park LLC	 	 	100	%	 	$	[*]	 	 	$	[*]	 
	13605-15-25-35-45-55-65

Dulles Technology Drive,

Herndon, VA

Republic Park (8)

13461 Sunrise Valley

Drive, Herndon, VA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lakeside I & II
	 	RKB Lakeside LLC**	 	 	99.9	%	 	$	[*]	 	 	(allocation of the
	14104 and 14120
	 	RKB Lakeside Manager LLC	 	 	100	%	 	 	 	 	 	[*]
	Newbrook Drive,
Chantilly,VA

	 	 	 	 	 	 	 	 	 	 	 	Liberty Loan applicable to this Parcel)
	WillowWood III and IV
	 	RKB WillowWood LLC***	 	 	99	%	 	$	[*]	 	 	(allocation of the
	10304 and 10302 Eaton Place,
	 	RKB WillowWood Manager LLC	 	 	100	%	 	 	 	 	 	[*]
	Fairfax, VA
	 	 	 	 	 	 	 	 	 	 	 	Liberty Loan applicable to this Parcel)
	President’s Park I, II & III
	 	RPT President’s Park LLC****	 	 	99	%	 	$	[*]	 	 	 	 	 
	13861 Sunrise Valley Drive
	 	RPT Presidents Park Manager LLC	 	 	100	%	 	 	 	 	 	 	 	 
	13865 Sunrise Valley Drive

2525 Network Place

Herndon, VA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1129 20th Street, NW
	 	Republic 20th Street, LLC	 	(Purchased Entity	)*****	 	$	[*]	 	 	 	 	 
	Washington, DC

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	TOTAL:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	$	[*]	 	 	 	 	 









	 	 	 
	*	 	The Republic Building is owned by RPT 1425 New York Avenue LLC, of which RPT 1425 Holdings LLC is
the sole member. RPT 1425 Investors, L.P. is the sole member of RPT 1425 Holdings LLC.

	 
	**	 	Lakeside I & II are owned by RKB Lakeside LLC. RKB Lakeside Manager LLC owns the remaining 0.1%
interest in RKB Lakeside LLC.

	 
	***	 	WillowWood III & IV are owned by RKB Willow Wood LLC. RKB Willow Wood Manager LLC owns the
remaining 1% interest in RKB WillowWood LLC.

	 
	****	 	RPT Presidents Park LLC owns 100% of the interests in Presidents Park I LLC, Presidents Park II
LLC and Presidents Park III LLC, which entities own Presidents Park I, II & III, respectively. RPT
Presidents Park Manager LLC owns the remaining 1% interest in RPT Presidents Park LLC.

	 
	*****	 	Not a Contributed Entity.





 



	 	 	 
	*	 	The confidential information contained herein has been omitted and separately filed with the Staff.




 


 









 





EXHIBIT B

LEGAL DESCRIPTIONS





Pender Business Park

Legal Description




Beginning at an iron pipe found on the northwesterly right-of-way line of Pender Drive, said pipe
marking the most easterly corner of Parcel “G”, Pender Business Park (Deed Book 5874, page 1377)



thence departing from said Pender Drive and with the northeasterly line of said Parcel “G”, Pender
Business Park



N 64 degrees 29’ 30” W, 444.38 feet




to an iron pipe found on the easterly line of the property now or formerly of Fair Center Office
Associates, L.L.C. (Deed Book 10772, Page 1492);



thence with said easterly line of Fair Center Office Associates, L.L.C. and continuing with the
easterly lines of the properties now or formerly of A and A Fairfax Ridge Inc. (Deed Book 10069,
Page 453), Rinaldi-Vetter Cross Partnership (Deed Book 5575, Page 669), and National Rifle
Association of America (Deed Book 8474, Page 1260)




N 08 degrees 06’ 55” E, 691.27 feet to an iron pipe found and

N 07 degrees 39’ 43” E, 294.10 feet



to an iron pipe found on the southerly right-of-way line of Interstate Route 66;




thence with the said southerly right-of-way line of Interstate Route 66





N 77 degrees 02’ 21” E, 444.68 feet



to an iron pipe found marking the northwesterly corner of the property now or formerly of Elman
Fairfax Associates LP (Deed Book 11439, page 1241);



thence departing from Interstate Route 66 and with the westerly lines of said Elman Fairfax
Associates LP the following three (3) courses;




S 10 degrees 36’ 48” E, 455.49 feet to an iron pipe found;

S 37 degrees 48’ 15” W, 144.16 feet to an iron pipe found and

S 52 degrees 11’ 45” E, 200.75 feet



to a spat set in the concrete sidewalk on the aforementioned northwesterly right-of-way line of
Pender Drive marking the point of curvature of a nontangent curve to the left;


 


 









 





thence with said northwesterly right-of-way line of Pender Drive the following three (3) courses:




280.08 feet along the arc of said curve having a radius of 785.00 feet and a chord bearing
and chord of S 34 degrees 05’ 49” W, 278.59 feet respectively, to an iron pipe found;




S 23 degrees 52’ 33” W, 259.00 feet to an iron pipe found marking the point of curvature of
a curve to the right and




130.65 feet along the arc of said curve having a radius of 815.00 feet and a chord bearing
and chord of S 28 degrees 28’ 06” W, 130.51 feet respectively, to the point of beginning.



Containing 600,391 square feet or 13.78308 acres of land, more or less.


 


 









 





Corporate Point IV

Legal Description




BEING Parcel 4 Westfields acquired by American Medical Laboratories Inc., in Deed Book 6287 at page
440 among the Land Records of Fairfax County, Virginia and being more particularly described as
follows:



Beginning at an iron pipe found, said pipe lying on the Northerly right-of-way line of Poplar Tree
Road (Route #662) variable width (Deed Book 6918 at page 1358, Deed Book 7565 at page 1672 and Deed
Book 7644 at page 1029) said pipe also being the Southeast corner of and running with the Easterly
line of said Saunders and continuing the same with Meadows Three Associates Limited Partnership
Book 6877 at page 1093:




	 	1)	 	North 03°36’01” West 624.60 feet to a point said point lying on the Southerly
right-of-way line of Park Meadow Drive (variable width) Deed Book 6287 at page 348, thence
running with said Southerly right-of-way.






	 	2)	 	North 86°23’59” East 444.66 feet to an iron pipe set pipe lying on the Westerly
right-of-way line of Newbrook Drive (variable width) (Deed Book 6918 at page 1358, Deed
Book 7565 at page 1672 and in Deed Book 7644 at page 1029), thence running with said
Newbrook Drive the following three (3) courses and distances:






	 	3)	 	70.69 feet along the arc of a curve deflection to the right having a radius of 45.00
feet and a chord bearing South 48°36’01” East 63.64 feet to a point, thence






	 	4)	 	South 03°36’01” East 534.40 feet to and iron pipe found, thence






	 	5)	 	70.67 feet along the arc of a curve deflecting to the right having a radius of 45.00
feet and a chord bearing South 41°23’13” West 63.63 feet to a point said point lying on
the aforementioned Northerly right-of-way of Poplar Tree Road, thence running with the
said Northerly right-of-way





South 86°22’26” West 444.68 feet to the point of beginning.



Containing 304,920 square feet or 7.00000 acres of land, more or less


 


 









 





The Republic Building

1425 New York Ave

Legal Description




All that certain lot or parcel of land situate and lying in the District of Columbia and more
particularly described as follows:



All of Lot numbered 27 in Square numbered 222, District of Columbia, in the subdivision made by
Greyhound Associates, as per plat thereof recorded in the Office of the Surveyor for the District
of Columbia in Subdivision Book 177 at Page 40.


 


 









 





Corporate Oaks

Legal Description





All of Lot 7N containing 4.1967 acres as shown on the plat entitled “Plat of Resubdivision
of Lot 7, Parkway Trade Center” which is attached to that certain Deed of Resubdivision and
Easement dated the 19th day of September, 1984 and recorded in Deed Book 6029 at page 1053,
among the Land Records of Fairfax County, Virginia; and




TOGETHER WITH a right of way for sanitary sewer lateral connection and sanitary manhole by
virtue of a Right of Way by and between Corporate Oaks Two Limited Partnership and
Corporate Oaks Limited Partnership recorded among the Land Records of Fairfax County,
Virginia, in Deed Book 10950 at page 742, as amended by Amendment to Right of Way recorded
in Deed Book 11114 at page 1043, all among the aforesaid Land Records.




FURTHER TOGETHER WITH those parking rights contained in that certain Parking License
Agreement dated June 1, 2003, by and between Corporate Oaks Two Limited Partnership
(“Licensor”) and Corporate Oaks Limited Partnership (“Licensee”), which agreement is
attached to, and assigned by, that certain Assignment and Assumption of Parking License
Agreement between Corporate Oaks Limited Partnership, a Virginia limited partnership,
assignor, and RKB Corporate Oaks LLC, a Delaware limited liability company, assignee, dated
August 20, 2004 and recorded August 23, 2004 in Deed Book 16426 at page 1767 among the
aforesaid Land Records.


 


 









 





WillowWood I & II

Legal Description




DESCRIPTION OF LOT 1




COMMONWEALTH CORPORATE CENTER




Beginning at a point on a curve on the northerly side of Lee Highway, Routes 29, 211, and 50, a
public right-of- way, width varies, said point being a common corner between Parcel 2-B-1, Eaton
Tract and Lot 1 of Commonwealth Corporate Center, herein described, and shown on a plat of the
aforementioned subdivision recorded in Deed Book 6301 Page 704 of the land records of Fairfax
County, Virginia;



Thence running with the northerly line of said Lee Highway and following the arc of a curve to the
left having a radius, chord bearing and chord of 6569.90 feet, S 67 degrees 40’ 55” W. and 324.15
feet and for an arc distance of 324.19 feet to a point of reversed curvature; thence following the
arc of a curve to the right having a radius, chord bearing and chord of 25.00 feet, N 70 degrees
33’ 25” W., a chord of 34.21 feet respectively, for an arc distance of 37.68 feet to another point
of reversed curvature on the northerly side of Eaton Place; 60’ public right-of-way; thence running
along same and following the arc of a curve to the left having a radius, chord bearing and chord of
202.00 feet, N 56 degrees 47’ 58” W. and 198.43 feet respectively, for an arc distance of 207.42
feet to a point of tangency; thence continuing with said Eaton Place N 86 degrees 12’ 59” W. 320.93
feet to a point, said point being a southeasterly corner of Lot 4 of the aforementioned
subdivision;



Thence departing said Eaton Place and running along the common boundary between Lot 4 and Lot 1, N
03 degrees 47’ 01” E, 81.12 feet to a point; thence continuing along said boundary N 48 degrees 47’
01” E, 51.10 feet to a point of curvature; thence following the arc of a curve to the left having a
radius, chord bearing and chord of 61.00 feet, N 26 degrees 17’ 01” E, and 46.69 feet respectively,
for an arc distance of 47.91 feet to a point of tangency; thence continuing along said common
boundary in a northerly direction and thence in an easterly direction the following courses and
distances:



N 03 degrees 47’ 01” E, 115.79 feet to a point; thence




S 86 degrees 12’ 59” E, 226.17 feet to a point; thence




N 03 degrees 47’ 01” E, 6.82 feet to a point; thence




S 86 degrees 12’ 59” E, 61.96 feet to a point; thence




N 03 degrees 47’ 01” E, 32.85 feet to a point; thence




N 40 degrees 45’ 32” W, 61.29 feet to a point; and


 


 









 





N 54 degrees 08’ 58” E, 33.80 feet to a point on the southwesterly boundary of Parcel B of
Commonwealth Corporate Center; thence running along same S 40 degrees 45’ 32“E, 198.83 feet to a
point; thence continuing along said boundary S 59 degrees 10’ 17” E, 402.68 feet to a point on the
westerly line of Culbertson et al, Trustees; hence running along said westerly line S 11 degrees
14’ 13” W, 23.07 feet to the point of beginning and containing 195,810 square feet, more or less.



DESCRIPTION OF LOT 2




COMMONWEALTH CORPORATE CENTER




Beginning at a point on the northerly side of Eaton Place, a 60’ public right-of-way, said point
being a common corner between Lot 3 and Lot 2 of Commonwealth Corporate Center, the latter being
herein described and shown on a plat of the aforementioned subdivision recorded in Deed Book 6301
Page 704 of the land records of Fairfax County, Virginia;



Thence running with the northerly line of said Eaton Place N 86 degrees 12’ 59” W, 585.78 feet to a
point; thence continuing along said line N 89 degrees 40’ 51” W, 1.94 feet to a point on the
easterly boundary of the land of N/F Eaton Place Associates, LLC; thence departing Eaton Place and
running along the easterly line of said land N 21 degrees 45” 36” E, 535.74 feet: to a common
westerly corner between said Lot 2 and Lot thence turning and running along the common boundary
between said lots the following courses and distances:



S 68 degrees 14’ 24” E, 52.51 feet to a point; thence




S 86 degrees 12’ 59“E, 76.44 feet to a point; thence




S 03 degrees 47’01“W, 44.26 feet to a point; thence




S 86 degrees 12’ 59” E, 105.00 feet to a point; and




S 03 degrees 47’ 01” W, 157.20 feet to a point of curvature; thence following the arc of a curve to
the right having a radius, chord bearing, and chord of 60.00 feet, S 11 degrees 19’ 56” W, and
15.76 feet respectively, for an arc distance of 15.81 feet to a point on a curve; thence departing
said point on a curve and continuing along said common boundary S 86 degrees 12’ 59” E, 139.06 feet
to a point: thence continuing along said boundary S 03 degrees 47’ 01” W, 115.79 feet to a point of
curvature; thence following the arc of a curve to the left having a radius, chord bearing, and
chord of 61.00 feet, S 18 degrees 42’ 59” E, and 46.69 feet respectively, for an arc distance of
47.91 feet to a point of tangency: thence continuing along said common boundary S 41 degrees 12’
59” E, 51.10 feet to a point; thence continuing along said common boundary S 03 degrees 47’ 01” W,
81.12 feet to the point of beginning and containing 195,742 square feet, more or less.


 


 









 





DESCRIPTION OF PARCEL “A”




COMMONWEALTH CORPORATE CENTER




Beginning at a point on the southerly side of Eaton Place, a 60’ public right-of-way said point
being a common corner between the land of P&H Investments Incorporated and Parcel “A” of
Commonwealth Corporate Center, as herein described and shown on a plat of subdivision recorded in
Deed Book 6301 Page 704 of the land records of the County of Fairfax, Virginia;



Thence running with said Eaton Place S 86 degrees 12’ 59” E, 46.34 feet to a point of curvature;
thence continuing with Eaton Place and following the arc of a curve to the right having a radius of
142.00 feet, and a chord bearing and chord of S 86 degrees 17’ 41” E and 132.99 feet respectively,
for an arc distance of 138.40 feet to a point of compound curvature; thence following the arc of a
curve to the right having radius of 25.00 feet and a chord bearing and chord of S 17 degrees 28’
06” Wand 37.06 feet respectively, for an arc distance of 41.75 feet to a point of reversed
curvature on the northerly side of Lee Highway (Routes 50, 29, and 211) a public right-of-way width
varies; thence following the arc of a curve to the left having a radius of 6569.90 feet and a chord
bearing and chord of S 64 degrees 38’ 27” Wand 153.50 feet respectively, for an arc distance of
153.51 feet to a point, said point being a common corner to the land of P&H Investments
Incorporated; thence running with the common boundary between said land and Parcel A, N 03 degrees
08’ 18” W, 174.31 feet to the point of beginning, containing 18,700 square feet of land more or
less.



TOGETHER WITH those certain non-exclusive easements for operation, maintenance, use, repair and
replacement of the Cooling Towers Building and Retaining Walls as set forth in that certain
Easement Agreement recorded in Deed Book 7144 at page 392.


 


 









 





Republic Park

Legal Description




Tract I:



Parcels B-4A1 and B-4A2 as shown on plat entitled “Plat Showing Division of Land on Parcel B-4A DSV
Dulles Limited Partnership” attached to Deed of Subdivision recorded in Deed Book 10640 at page 1,
among the Land Records of Fairfax County, Virginia.



Parcels B-4A1 and B-4A2 are collectively described by metes and bounds as follows:



BEGINNING at an iron pipe found on the northerly right of way line of Dulles Technology Drive
(Route 8160) marking the southwesterly corner of Lot 1, Arrowhead International Business Park and
being the property now or formerly of Durden/Crowder Enterprises, LLC, said pipe marking the point
of curvature of a curve to the left;



thence with said northerly right of way line of Dulles Technology Drive and continuing with the
northwesterly and westerly right of way lines of said Dulles Technology Center Drive the following
three (3) courses:



568.15 feet along the arc of said curve having a radius of 530.00 feet and a chord bearing and
chord of S 69 degrees 17’ 28” W, 541.33 feet respectively, to an iron pipe found;
S 38 degrees 34’ 57” W, 381.59 feet to an iron pipe found marking the point of curvature of a curve
to the left and
529.89 feet along the arc of said curve having a radius of 545.00 feet and a chord bearing and
chord of S 10 degrees 43’ 43” W, 509.27 feet respectively,



to an Iron pipe found marking the point of curvature of a 25.00 foot radius return to the right at
the northwesterly intersection of said Dulles Technology Drive with River Birch Road (Route 8161);

thence departing from said Dulles Technology Drive and with said radius return



35.56 feet along the arc of said return having a chord bearing and chord of S 23 degrees 37’ 31” W,
32.64 feet respectively,
to an iron pipe found on the northwesterly right of way line of said River Birch Road marking the
point of reverse curvature of a curve to the left;



thence with said northwesterly right of way line of River Birch Road




214.17 feet along the arc of said curve having a radius of 475.74 feet and a chord bearing and
chord of S 51 degrees 28’ 45” W, 212.37 feet respectively, to an iron pipe found and



S 38 degrees 34’ 57” W, 31154 feet




 


 









 







to an iron pipe found marking the northeasterly corner of Parcel 8, Coppermine Development L.C.,
and being the property now or formerly of Fairfax County School
80ard; thence departing said River 8irch Road and with the northeasterly lines of said Parcel 8,
the following seven (7) courses:



N 51 degrees 25’ 03” W, 43.06 feet to an Iron pipe found;

N 58 degrees 25’ 43” W, 36.52 feet to a nail found;

N 66 degrees 40’ 46” W, 154.72 feet to an iron pipe found;

N 51 degrees 14’ 54” W, 144.00 feet to an iron pipe found;

N 37 degrees 14’ 54” W, 56.00 feet to an iron pipe found;

N 64 degrees 14’ 54” W, 140.00 feel to an iron pipe found and

N 48 degrees 59’ 54” W, 30.63 feet




to an iron pipe found on the southeasterly line of the property now or formerly of Merrybrook Run
Limited Partnership marking lhe northwesterly corner of said Parcel 8; thence with said
southeasterly line of the property of Merrybrook Run Limited Partnership and continuing with the
southeasterly lines of the properties now or formerly of Station Residential Limited Partnership,
Station Residences, L.L.C. and Houston Office Partners Limited Partnership

N 38 degrees 34’ 57” E, 2169.78 feet



to an iron pipe found marking the most westerly corner of Parcel 8-1 A, Campus at Dulles Technology
Center and being the property now or formerly of Dulles Park Tech Center LLC; thence with
southwesterly lmes of said Parcel 8-1A, the following five (5) courses:



S 51 degrees 25’ 03” E, 163.71 feet to a nail found;

S 06 degrees 25’ 03” E, 58.12 feet to an iron pipe found;

S 51 degrees 25’ 03” E, 333.31 feet to an iron pipe found;

S 64 degrees 15’ 03” E, 50.37 feet to a nail found and

S 14 degrees 23’ 29” W, 53.29 feet




to an iron pipe found on the northerly line of aforementioned Lot 1, Arrowhead International
Business Park marking the southwest corner to said Parcel B-1A;



thence with said northerly line and continuing with the westerly line of said Lot 1, Arrowhead
International Business Park N 75 degrees 36’ 31” W, 18.11 feet to an iron pipe found and



S 14 degrees 23’ 29” W, 192.55 feet




to the point of beginning. Containing 1,079,222 square feet or 24 77553 acres of land, more or
less.



Tract II:



Parcel B-1A as shown on plat attached to Deed of Subdivision entitled “Plat Showing the Campus at
Dulles Technology Center Being a Resubdivision of Parcels B-1 and B-4, C.


 


 









 





Thomas Hicks, III and John Engel Trustees” recorded in Deed Book 10461 at page 420, among the Land
Records of Fairfax County, Virginia.



As adjusted by the Quitclaim Deed dated April 17, 2000, by and between DSV Dulles Fox Mill Limited
Partnership, a Texas limited partnership, and KDC-Dulles Tech LLC, a Virginia limited liability
company, recorded April 18, 2000 in Deed Book 11319 at page 314.



Parcels B-1A is described by metes and bounds as follows:



Beginning at an iron pipe found on the westerly right of way line of Sunrise Valley Drive (Route
5320) marking the northeasterly corner of now or formerly WM&F Fox Mill, LLC;



thence departing from said Sunrise Valley Drive and with the northerly line of said WM&F Fox Mill,
LLC



N 75’ 36’ 31” W, 273,,41 feet




to an Iron pipe on the easterly line of Parcel B-4A 1, The Campus at Dulles Technology Center;
thence with said easterly line and continuing with the northeasterly lines of said Parcel B-4A1,
The Campus at Dulles Technology Center the following five (5) courses;



N 14” 23’ 29” E, 53.29 feet to an iron pipe found;

N 64” 15’ 03” W, 50.37 feet to an iron pipe found;

N 51” 25’ 03” W, 333.30 feet to an iron pipe found;

N 06” 25’ 03” W, 58.12 feet to an iron pipe found and

N 51” 25’ 03” W, 163.71 feet




to an Iron pipe found on the southeasterly line of now or formerly Houston Office Partners, LP.;
thence WIth the said southeasterly line of Houston Office Partners, LP.



N 38’ 34’ 57” E, 432.60 feet




to an iron pipe found on the southwesterly right of way line of aforementioned Sunrise Valley Drive
marking the point of curvature of a nontangent curve to the right;



thence with said right of way line of Sunrise Valley Drive




1023.22 feet along the arc of said curve having a radius of 755.00 feet and a chord bearing and
chord of S 26” 29’ 06” E, 946.69 feet respectively, to the point of beginning.



Containing 331,003 square feet or 7.59878 acres of land, more or less.



TOGETHER WITH the benefits conferred upon the above described property, but subject to the
conditions set forth therein, as set forth in that certain Storm Drainage Easement, Sight Distance
Easement, Wetlands Mitigation and Grading and Temporary
Construction Easement Agreement dated July 7, 1998, by and between Sun NLF Limited Partnership and
KDC-Dulles Tech LLC, filed for record August 4, 1998, in Deed Book 10510 at page 676. Modified by
Deed of Vacation dated May 23, 2001 and recorded September 18, 2001 in Deed Book 12231 at page
1065.


 


 









 





Lakeside I & II

Legal Description




Parcels 18A and 18B, Westfields, The International Corporate Center at Dulles, as shown on plat
attached to Deed of Redivision recorded in Deed Book 7189 at page 250, among the Land Records of
Fairfax County, Virginia.



TOGETHER WITH the right of Ingress and egress as provided in Ingress-Egress Easement Agreement
recorded in Deed Book 6665 at page 841, among the Land Records of Fairfax County, Virginia



TOGETHER WITH AND SUBJECT TO that certain Declaration of Reciprocal Easement recorded in Deed Book
7189 at page 266, among the Land Records of Fairfax County, Virginia.


 


 









 





WillowWood III & IV

Legal Description




Lots 3, 4 and Parcel B, COMMONWEALTH CORPORATE CENTER, as the same appears duly dedicated, platted
and recorded in Deed Book 6301 at page 704 and amended in Deed Book 6965 at page 272, among the
land records of Fairfax County, Virginia.



TOGETHER WITH the right to use in conjunction with others a sixty foot easement for the purposes of
Ingress and Egress over Parcel A, as shown on the plat attached to a Deed of Dedication dated
December 9, 1969 and recorded in Deed Book 3260 at page 382, of the Land Records of Fairfax County,
Virginia; and TOGETHER WITH an easement sixty feet in width, for the purposes of Ingress and Egress
for Parcel I-A-I a along the southerly side of a four acre tract, reserved in a conveyance to
Roland Bruce Adkins, Trustee, and Steven F. Adkins, Trustee, by Samuel W. Eaton, divorced and not
remarried, dated October 4, 1972 and recorded in Deed Book 3710 at page 585, of the land records of
said County, said last mentioned sixty foot easement being a continuation of the street or easement
road now serving as access to the aforesaid 4 acre tract, also designated Parcel I-A-I-b.



AND TOGETHER WITH and SUBJECT TO the easement created in that certain Declaration of Access,
Utilities and Signage Easement dated January 13, 1986, recorded in Deed Book 6337 at page 1936,
among the aforesaid land records.


 


 









 





Presidents Park I

Legal Description




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 an 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)	 	N29°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)	 	S60°53’19“E 345.78’ to a nail found;
	 
	3)	 	S51°09’40“E 71.02’ to a iron pipe found;
	 
	4)	 	S60°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)	 	S29°06’41“W 40.00’ to a nail found;
	 
	6)	 	N60°53’19’’W 10.00’ to a nail found;
	 
	7)	 	S29°06’41 lOW 117.00’ to an iron pipe found;
	 
	8)	 	N60°53’19“W 14.83’ to an iron pipe found;
	 
	9)	 	S29°06’41“W 75.00’ to a PK nail found;
	 
	10)	 	S60°53’19“E 25.27’ to a PK nail found;
	 
	11)	 	S29°06’41“W 212.52’ to an iron pipe found;
	 
	12)	 	S60°53’19“E 11.00’ to an iron pipe found;




 


 









 





	13)	 	S29°06’41“W 45.31’ to an iron pipe found 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 N53°10’09” W 318.75’ to an iron pipe
found;
	 
	15)	 	N60°45’04“W 351.00’ to the point of beginning and containing 6.8589 acres of land, more or
less.





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 recorded in Deed Book 10927 at page 1276
among the aforesaid land records.



AND 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 among the aforesaid land records.


 


 









 





Presidents Park II

Legal Description




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) N29°06’41“E 45.31’ to an iron pipe found;




2) N60°53’19“W 11.00’ to an iron pipe found;




3) N29°06’41“E 212.52’ to a PK nail found;




4) N60°53’19“W 25.27’ to a PK nail found;




5) N29°06’41’E 75.00’ to an iron pipe found;




6) S60°53’19“E 14.83’ to an iron pipe found;




7) N29°06’41“E 117.00’ to a nail found;




8) S60°53’19“E 10.00’ to a nail found;




9) N29°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) S60°53’19“E 41.46’ to an iron pipe found




11) N29°14’56“E 12.00’ to a PK nail found




12) S60°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) S29°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) N65°06’56“W 115.30’ to an iron pipe found




15) S65°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 Route 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 N38°14’09“W 309.12’; to the point of beginning
and containing 7.2151 acres of land, more or less.



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 recorded in Deed Book 10927 at page 1276
among the aforesaid land records.



AND 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 among the aforesaid land records.


 


 









 





Presidents Park III

Legal Description




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-((1)) 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 comer 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 comer to Presidents Park, Lot One,
Deed Book 10926 at Page 361, 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.



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 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.


 


 









 





1129 20th Street

Legal Description




All that certain property located in the City of Washington, District of Columbia, known as Lot
numbered 75 in Square numbered 117 in a subdivision made by Ralph L. Feltman and Ruth S. Feltman as
per plat recorded in Liber 154 at folio 17 in the Office of the Surveyor for the District of
Columbia and described as now surveyed:



Beginning for the same at an x-cut in concrete located at the westerly corner common to Lots 75 and
84, Square 117, said point located also on the easterly line of 20th Street, N.W. (90 feet wide,
nominal) and running thence with and along the easterly line of 20th Street, N.W.




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





TOGETHER WITH the rights in the nature of an interest in real estate, if any, associated with
Certificate of Transfer of Development Rights (Number Seven) dated as of April 13, 2006 by and
among Massachusetts Court Apartments, L.L.C., a Delaware limited liability company, 1129 29th
Street NY Owner LLC, a Delaware limited liability company, and the District of Columbia, a
municipal corporation, recorded July 24, 2006 as Instrument Number 2006099748, as amended by TDR
Assignment dated as of February 16, 2007 by and between 1129 20th Street NY Owner LLC, a
Delaware limited liability company, and Republic 20th Street LLC, a Delaware limited
liability company, recorded February 20, 2007 as Instrument Number 2007022478.




 


 











 







EXHIBIT C




(Reserved)





 


 









 







EXHIBIT D

DUE DILIGENCE ITEMS




[The confidential information contained
herein has been omitted and separately
filed with the Staff.]




 


 









 




EXHIBIT E




ASSIGNMENT OF CONTRIBUTED INTERESTS





 


 









 







ASSIGNMENT OF MEMBERSHIP INTEREST




FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited
Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania,
does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto
Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware,
all of its right, title and interest in and to one hundred percent (100%) of the issued and
outstanding membership interests in RKB CP IV LLC, a Delaware limited liability company, held by
it, free and clear of all liens or encumbrances of any kind, none of which are represented by
certificates.



Dated: October 4, 2007




	 	 	 	 	 
	 	
Liberty Property Limited Partnership

 	 
	 	By:  	Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of
RKB CP IV LLC.



	 	 	 	 	 
	 	
RKB CP IV LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 


 









 







ASSIGNMENT OF MEMBERSHIP INTEREST





FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited
Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania,
does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto
Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware,
all of its right, title and interest in and to one hundred percent (100%) of the issued and
outstanding membership interests in RKB Lakeside LLC, a Delaware limited liability company, held by
it, representing 99.9% of the issued and outstanding membership interests in RKB Lakeside LLC, free
and clear of all liens or encumbrances of any kind, except for that certain Loan and Security
Agreement dated October 4, 2007 between Liberty Property Limited Partnership, as successor by
merger to Republic Property Limited Partnership, as borrower, and Liberty Washington Venture, LLC,
as lender, none of which are represented by certificates.



Dated: October 4, 2007




	 	 	 	 	 
	 	
Liberty Property Limited Partnership

 	 
	 	By:  	Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited
Liability Company Agreement of RKB Lakeside LLC.



	 	 	 	 	 
	 	
Liberty Washington, LP

 	 
	 	By:  	Liberty Washington Venture, LLC
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	
Liberty Property Limited Partnership
 	 
	 	Its: 	Sole Member 	 
	 	 	 
	 	By:  	
Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 


 









 





The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of
RKB Lakeside LLC.



	 	 	 	 	 
	 	
RKB Lakeside LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


2









 







ASSIGNMENT OF MEMBERSHIP INTEREST





FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited
Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania,
does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto
Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware,
all of its right, title and interest in and to one hundred percent (100%) of the issued and
outstanding membership interests in RKB Lakeside Manager LLC, a Delaware limited liability company,
held by it, free and clear of all liens or encumbrances of any kind, except for that certain Loan
and Security Agreement dated October 4, 2007 between Liberty Property Limited Partnership, as
successor by merger to Republic Property Limited Partnership, as borrower, and Liberty Washington
Venture, LLC, as lender, none of which are represented by certificates.



Dated: October 4, 2007




	 	 	 	 	 
	 	
Liberty Property Limited Partnership

 	 
	 	By:  	Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited
Liability Company Agreement of RKB Lakeside Manager LLC.



	 	 	 	 	 
	 	
Liberty Washington, LP

 	 
	 	By:  	Liberty Washingto Venture, LLC
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	
Liberty Property Limited Partnership
 	 
	 	Its: 	Sole Member 	 
	 	 	 
	 	By:  	
Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


 


 









 






The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of
RKB Lakeside Manager LLC.



	 	 	 	 	 
	 	RKB Lakeside Manager LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 


2









 







ASSIGNMENT OF MEMBERSHIP INTEREST





FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited
Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania,
does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto
Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware,
all of its right, title and interest in and to one hundred percent (100%) of the issued and
outstanding membership interests in Republic Park LLC, a Delaware limited liability company, held
by it, free and clear of all liens or encumbrances of any kind, none of which are represented by
certificates.



Dated: October 4, 2007




	 	 	 	 	 
	 	
Liberty Property Limited Partnership

 	 
	 	By:  	Liberty Property Trust
 	 
	 	Its:	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited
Liability Company Agreement of Republic Park LLC.



	 	 	 	 	 
	 	Liberty Washington, LP

 	 
	 	By:  	Liberty Washington Venture, LLC
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	
Liberty Property Limited Partnership
 	 
	 	Its: 	Sole Member 	 
	 	 	 
	 	By:  	
Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


 


 









 






The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of
Republic Park LLC.



	 	 	 	 	 
	 	
Republic Park LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


2









 







ASSIGNMENT OF MEMBERSHIP INTEREST





FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited
Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania,
does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto
Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware,
all of its right, title and interest in and to one hundred percent (100%) of the issued and
outstanding membership interests in RPT Presidents Park LLC, a Delaware limited liability company,
held by it, representing 99% of the issued and outstanding membership interests in RPT Presidents
Park LLC, free and clear of all liens or encumbrances of any kind, none of which are represented by
certificates.



Dated: October 4, 2007




	 	 	 	 	 
	 	
Liberty Property Limited Partnership

 	 
	 	By:  	Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited
Liability Company Agreement of RPT Presidents Parks LLC.



	 	 	 	 	 
	 	
Liberty Washington, LP

 	 
	 	By:  	Liberty Washington Venture, LLC
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	                                              Liberty Property Limited Partnership
 	 
	 	Its: 	Sole Member 	 
	 	 	 
	 	By:  	
Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


 


 









 






The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of
RPT Presidents Park LLC.



	 	 	 	 	 
	 	
RPT Presidents Park LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


2









 







ASSIGNMENT OF MEMBERSHIP INTEREST





FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited
Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania,
does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto
Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware,
all of its right, title and interest in and to one hundred percent (100%) of the issued and
outstanding membership interests in RPT Presidents Park Manager, a Delaware limited liability
company, held by it, free and clear of all liens or encumbrances of any kind, none of which are
represented by certificates.



Dated: October 4, 2007




	 	 	 	 	 
	 	
Liberty Property Limited Partnership

 	 
	 	By:  	Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited
Liability Company Agreement of RPT Presidents Parks Manager LLC.



	 	 	 	 	 
	 	

Liberty Washington, LP

 	 
	 	By:  	Liberty Washington Venture, LLC
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	
Liberty Property Limited Partnership
 	 
	 	Its: 	Sole Member 	 
	 	 	 
	 	By:  	
Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 


 









 






The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of
RPT Presidents Park Manager LLC.



	 	 	 	 	 
	 	
RPT Presidents Park Manager LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 


2









 







ASSIGNMENT OF MEMBERSHIP INTEREST





FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited
Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania,
does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto
Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware,
all of its right, title and interest in and to one hundred percent (100%) of the issued and
outstanding membership interests in RKB Pender LLC, a Delaware limited liability company, held by
it, free and clear of all liens or encumbrances of any kind, none of which are represented by
certificates.



Dated: October 4, 2007




	 	 	 	 	 
	 	
Liberty Property Limited Partnership

 	 
	 	By:  	Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited
Liability Company Agreement of RKB Pender LLC.



	 	 	 	 	 
	 	

Liberty Washington, LP

 	 
	 	By:  	Liberty Washington Venture, LLC
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	
Liberty Property Limited Partnership
 	 
	 	Its: 	Sole Member 	 
	 	 	 
	 	By:  	
Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


 


 









 






The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of
RKB Pender LLC.



	 	 	 	 	 
	 	
RKB Pender LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


2









 







ASSIGNMENT OF MEMBERSHIP INTEREST





FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited
Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania,
does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto
Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware,
all of its right, title and interest in and to one hundred percent (100%) of the issued and
outstanding membership interests in RKB Willowwood LLC, a Delaware limited liability company, held
by it, representing ninety nine percent (99%) of the issued and outstanding membership interests in
RKB Willowwood LLC, free and clear of all liens or encumbrances of any kind, except for that
certain Loan and Security Agreement dated October 4, 2007 between Liberty Property Limited
Partnership, as successor by merger to Republic Property Limited Partnership, as borrower, and
Liberty Washington Venture, LLC, as lender, none of which are represented by certificates.



Dated: October 4, 2007




	 	 	 	 	 
	 	

Liberty Property Limited Partnership

 	 
	 	By:  	Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited
Liability Company Agreement of RKB Willowwood LLC.



	 	 	 	 	 
	 	

Liberty Washington, LP

 	 
	 	By:  	Liberty Washington Venture, LLC
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	
Liberty Property Limited Partnership
 	 
	 	Its: 	Sole Member 	 
	 	 	 
	 	By:  	
Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


 


 









 






The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of
RKB Willowwood LLC.



	 	 	 	 	 
	 	
RKB Willowwood LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


2









 







ASSIGNMENT OF MEMBERSHIP INTEREST





FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited
Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania,
does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto
Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware,
all of its right, title and interest in and to one hundred percent (100%) of the issued and
outstanding membership interests in RKB Willowwood Manager LLC, a Delaware limited liability
company, held by it, free and clear of all liens or encumbrances of any kind, except for that
certain Loan and Security Agreement dated October 4, 2007 between Liberty Property Limited
Partnership, as successor by merger to Republic Property Limited Partnership, as borrower, and
Liberty Washington Venture, LLC, as lender, none of which are represented by certificates.



Dated: October 4, 2007




	 	 	 	 	 
	 	
Liberty Property Limited Partnership

 	 
	 	By:  	Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited
Liability Company Agreement of RKB Willowwood Manager LLC.



	 	 	 	 	 
	 	
Liberty Washington, LP

 	 
	 	By:  	Liberty Washington Venture, LLC
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	
Liberty Property Limited Partnership
 	 
	 	Its: 	Sole Member 	 
	 	 	 
	 	By:  	
Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


 


 









 






The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of
RKB Willowwood Manager LLC.



	 	 	 	 	 
	 	
RKB Willowwood Manager LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


2









 







ASSIGNMENT OF MEMBERSHIP INTEREST





FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited
Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania,
does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto
Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware,
all of its right, title and interest in and to one hundred percent (100%) of the issued and
outstanding membership interests in RPB WillowWood I LLC, a Delaware limited liability company,
held by it, free and clear of all liens or encumbrances of any kind, none of which are represented
by certificates.



Dated: October 4, 2007




	 	 	 	 	 
	 	
Liberty Property Limited Partnership

 	 
	 	By:  	Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited
Liability Company Agreement of RPB WillowWood I LLC.



	 	 	 	 	 
	 	
Liberty Washington, LP

 	 
	 	By:  	Liberty Washington Venture, LLC
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	                                              Liberty Property Limited Partnership
 	 
	 	Its: 	Sole Member 	 
	 	 	 
	 	By:  	
Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


 


 









 






The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of
RPB WillowWood I LLC.



	 	 	 	 	 
	 	
RPB WillowWood I LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


2









 







ASSIGNMENT OF MEMBERSHIP INTEREST





FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited
Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania,
does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto
Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware,
all of its right, title and interest in and to one hundred percent (100%) of the issued and
outstanding membership interests in RPB WillowWood II LLC, a Delaware limited liability company,
held by it, free and clear of all liens or encumbrances of any kind, none of which are represented
by certificates.



Dated: October 4, 2007




	 	 	 	 	 
	 	
Liberty Property Limited Partnership

 	 
	 	By:  	Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited
Liability Company Agreement of RPB WillowWood II LLC.



	 	 	 	 	 
	 	
Liberty Washington, LP

 	 
	 	By:  	Liberty Washington Venture, LLC
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	
Liberty Property Limited Partnership
 	 
	 	Its: 	Sole Member 	 
	 	 	 
	 	By:  	
Liberty Property Trust
 	 
	 	Its: 	General Partner 	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


 


 









 






The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of
RPB WillowWood II LLC.



	 	 	 	 	 
	 	
RPB WillowWood II LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


2











 







EXHIBIT F

PARTNERSHIP AGREEMENT



[see Exhibit 10.18]




 


 









 







EXHIBIT G

MANAGEMENT AND LEASING AGREEMENT



[see Exhibit A to Exhibit 10.18]




 


 









 







EXHIBIT H

REQUIRED APPROVALS





Lender approval of assumption by the Company of the Assumed Financing.




 


 









 







EXHIBIT I

ENVIRONMENTAL MATTERS EFFECTING THE PROPERTY

BUT NOT DISCLOSED IN THE ENVIRONMENTAL REPORTS




 


 









 




EXHIBIT I

Liberty Washington, LP — Contribution Agreement

ENVIRONMENTAL MATTERS EFFECTING THE PROPERTY BUT NOT DISCLOSED IN THE ENVIRONMENTAL

REPORT




	 	 	 	 	 
	Property Name	 	Property Address	 	Environmental Matters(s)
	Corporate Oaks

	 	625 Herndon Parkway, Herndon, VA
	 	None
	Corporate Pointe IV

	 	14111 Park Meadows Drive, Chantilly, VA
	 	None
	Lakeside I & II

	 	14100 -  14120 Newbrook Drive, Chantilly, VA
	 	None
	Pender Business Park

	 	3922 - 3928 Pender Drive, Fairfax, VA
	 	None
	Presidents Park I

	 	13861 Sunrise Valley Drive, Herndon, VA
	 	None
	Presidents Park II

	 	13861 Sunrise Valley Drive, Herndon, VA
	 	None
	Presidents Park III

	 	2525 Network Place, Herndon, VA
	 	None
	The Republic Building

	 	1425 New York Avenue, NW, Washington, DC
	 	None
	Republic
Park -  Buildings #1 -7

(aka: The Campus @ Dulles Technology Park)

	 	13605 - 13665 Dulles Technology Drive, Herndon, VA
	 	None
	Republic
Park  - Building #8

(aka: Dulles Technology Center)

	 	13461 Sunrise Valley Drive, Herndon, VA
	 	None
	WillowWood I & II

	 	10300 & 10306 Eaton Place, Fairfax VA
	 	None
	WillowWood III & IV

	 	10304 & 10302 Eaton Place, Fairfax, VA
	 	None
	1129 20th Street, NW

	 	1129 20th Street, NW, Washington, DC
	 	None





 












 







EXHIBIT J

FORM OF ESTOPPEL CERTIFICATE




 


 









 





ESTOPPEL CERTIFICATE




	 	 	 
	To:

	 	Liberty Property Limited Partnership

or its affiliates, successors, assigns or designees

500 Chesterfield Parkway

Malvern, PA 19355

Attention: Richard Casey
	 
	 	 
	Re:

	 	[Tenant]

[Address of Property] (the “Property”)

[Rentable Square Feet of Area Leased to Tenant] (the “Leased Premises”)






Gentlemen:



The undersigned (“Tenant”), being the tenant under the lease referred to in Paragraph 1 below,
covering the Leased Premises understands that you or your designees (collectively “Buyer”) are
about to acquire the Property (and in conjunction therewith an assignment of the Lease defined in
Paragraph 1 below) and, as a condition precedent to such acquisition, are requiring and will be
relying upon this Estoppel Certificate. Accordingly, the undersigned hereby certifies to you the
following as of the date hereof:1



1. Tenant is the tenant under a lease with                                                           (“Landlord”)
 dated
                  
 _______, _____ (the “________”) [as amended or supplemented by the
                                        ] (jointly the “Lease”) demising the Leased Premises. The term of the Lease
commenced on                     
 _____, _____, and exclusive of unexercised renewal options (as
identified below) contained in the Lease, the term for both spaces will expire
on                     

 _____,
 _____. Tenant has                      (_____) remaining                     
 (_____) year option to renew the
term (see [                    ]). There have been no other amendments, modifications or revisions to the
Lease or renewal options exercised or available to be exercised or any other options available and
there are no agreements of any kind between Landlord (or the managing agent of the Property or the
assignee of the Landlord’s interest in the Lease) and Tenant regarding the Leased Premises, except
for the following: (Tenant to fill in if applicable; NO OTHER DOCUMENTS OR OPTIONS EXIST UNLESS
ADDED BY TENANT BELOW).




Additional Document(s): [Insert as necessary]




Additional
Option(s): [Insert as necessary — Section reference where applicable]




2. The Lease has been properly executed by the Tenant and is in full force and effect.




3. The Leased Premises consists of                      rentable square feet.



4. The current monthly Base Rent is $                     for the Leased Premises.


 





	 	 	 
	1	 	Facts to be confirmed by client. All references to
subleases to be added to paragraph 1.



 












 






	 	5.	 	Tenant’s Base Year for Real Estate Taxes is:
Tenant’s Base Year for Operating Expenses is:

Tenant’s Prorata Share for Real Estate Taxes is:

Tenant’s Prorata Share for Operating Expenses is:






Tenant’s current monthly Cost Recovery is $                     for the Leased Premises.



6. Pursuant
to the Lease, Tenant is entitled to the use of
                     
 (_____) parking spaces; of
these spaces                      (_____) are reserved for Tenant’s exclusive use.



7. Tenant has made a security deposit under the Lease in the amount of $                                        , in
the form of                                          (indicate whether deposit is cash or letter of credit).



8. All tenant improvements required by the terms of the Lease to be made by the Landlord have
been completed as required under the Lease and any payments, credits, allowances or abatements
required to be made or given by Landlord to Tenant in connection with the Lease have been made or
given by Landlord and fully received and accepted by Tenant.



9. As of the date hereof, no installment of rent under the Lease other than current monthly
rent has been paid more than 30 days in advance of its due date, nor are any installments of rent
past due.



10. Tenant has accepted and is in sole possession of the Leased Premises, the Lease has not
been assigned by operation of law or otherwise or by Tenant and no sublease (except as noted in
Paragraph 1 above), concession agreement or license, covering the Leased Premises, or any portion
thereof has been entered into by Tenant.



11. Landlord is not in default under the Lease and no event has occurred which, with the
giving of notice or passage of time, or both, could result in a default by Landlord.



12. Tenant has no existing defenses, offsets, liens, claims or credits against the rentals or
otherwise which presently exist or have accrued under the Lease or against the enforcement of the
Lease by Landlord.



13. Except as specifically noted in Paragraph 1 above, Tenant has not been granted (a) any
option to extend the term of the Lease, (b) any option to terminate the term of the Lease, (c) any
option to expand the Leased Premises, (d) any right of first refusal on any other space in the
Property, or (e) any option or right of first refusal to purchase the Leased Premises or the
Property.



14. Tenant has not received any notice of any present violation of any federal, state, county
or municipal laws, regulations, ordinances, orders or directives relating to the use or condition
or the Leased Premises or the Property.



15. Tenant has no knowledge of and has received no notice of any assignment, hypothecation or
pledge of the Lease, other than the proposed assignment to Buyer.


 


2









 





16. Tenant does not currently engage in or permit, and has not in the past engaged in or
permitted, within or upon the Leased Premises or the Property, any handling, storage, generation,
discharge or disposal of any toxic or hazardous substances, materials or wastes which are regulated
under any federal, state, county or municipal laws, regulations, ordinances, orders or directives.



17. There are no actions, whether voluntary or otherwise, pending against the undersigned or
any guarantor of the undersigned’s obligations under the Lease pursuant to the bankruptcy or
insolvency laws of The United States or any State thereof.



18. Tenant acknowledges that Buyer, Landlord and their respective beneficiaries, successors,
assigns and designees and the holder of any mortgage encumbering the Property now or at any time
after the date of this Estoppel Certificate, will rely on this Estoppel Certificate and agrees that
Buyer, Landlord and their respective beneficiaries, successors, assigns and designees and such
mortgage holder shall have the right to rely on this Estoppel Certificate.



19. The undersigned and the person(s) executing this Estoppel Certificate on behalf of the
undersigned have the power and authority to render this Estoppel Certificate.




Dated this                      day of                                         , 2007



                                         [Tenant]

a [                                         corporation/limited partnership/limited liability company]



	 	 	 	 	 
	By:
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 







 


3









 







EXHIBIT K




LIBERTY LOAN ASSIGNMENT




 


 









 





ASSIGNMENT AND ASSUMPTION OF LOAN




THIS AGREEMENT, made this 4th day of October, 2007, between Liberty Property Limited
Partnership, a Pennsylvania limited partnership, as successor by merger to Republic Property
Limited Partnership, a Delaware limited partnership, having its principal business office at 500
Chesterfield Parkway, Malvern, PA 19355 (“Assignor”), Liberty Washington, LP a Delaware
limited partnership, having its principal business office at 500 Chesterfield Parkway, Malvern, PA
19355 (“Assignee”) and Liberty Washington Venture, LLC, having its principal business
office at 500 Chesterfield Parkway, Malvern, PA 19355 (“Lender”).



BACKGROUND OF THE TRANSACTION




A. Lender made a loan (“Loan”) in the sum of Fifty Nine Million Five Hundred Thousand
Dollars ($59,500,000) to Assignor evidenced by a $59,500,000 Mortgage Note dated October 4, 2007
(“Note”) from Assignor to Lender.



B. The Note is secured by a Loan and Security Agreement dated October 4, 2007 (the “Loan
Agreement”) by which Assignor pledged all of Assignor’s right, title and interest in the
outstanding membership interest of RKB Lakeside LLC and RKB WillowWood LLC (the “Pledged
Interests”). The Note and Loan Agreement are collectively called the “Loan Documents”.



C. Assignor and Assignee have entered into a Contribution Agreement dated October 4, 2007
pursuant to which Assignor has agreed to contribute to Assignee, among other things, the Pledged
Interests, subject to the Loan.



NOW THEREFORE, Assignee, and Assignor, intending to be legally bound hereby and for good and
valuable consideration, receipt of which is hereby acknowledged, covenant and agree as follows:



1. Assignment and Assumption of Loan.



(a) Assignor hereby assigns and Assignee hereby accepts and assumes all of Assignor’s rights and
obligations under the Loan Documents (including, without limitation, the obligation to pay all
installments of principal and interest and other sums which are due or become due thereunder), and
Assignee hereby agrees that Lender may enforce directly against Assignee all of the obligations
under the Loan Documents as if Assignee were the original signatory to the Loan Documents.



(b) Lender hereby releases Assignor from all obligations under the Loan Documents whether arising
before or after the date hereof.



2. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and there successors and assigns.



3. Amendment. This Agreement may not be amended or modified except in a writing.



4. Governing Law. This Agreement shall be governed and construed in accordance with the
laws of the State of Delaware.



[SIGNATURES FOLLOW ON NEXT PAGE]




 


 









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	ASSIGNOR:




LIBERTY PROPERTY LIMITED 
PARTNERSHIP, a Pennsylvania
limited partnership

 	 
	 	By:  	Liberty Property Trust, its general partner
 	 
	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ASSIGNEE:



LIBERTY WASHINGTON, LP, a Delaware limited

partnership



By: Liberty Washington Venture, LLC, its general

partner



By: Liberty Property Limited Partnership, its sole

member



By: Liberty Property Trust, its general partner

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signatures continue on next page]




 


 









 







[Continuation of signatures to the Assignment and Assumption of Loan]




	 	 	 	 	 
	 	LENDER:





LIBERTY WASHINGTON VENTURE, LLC, a Delaware limited
liability company



By: Liberty Property Limited Partnership, its sole
member



By: Liberty Property Trust, its general partner

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 


 











 







EXHIBIT L




TERMS OF THE LIBERTY LOAN




	 	 	 
	Loan Amount:
	 	$59,500,000
	 
	 	 
	Interest Rate:
	 	5.25% per annum.
	 
	 	 
	Loan Term:
	 	September 1, 2008 [note: 60 days beyond longer of the defeased loans]
	 
	 	 
	Prepayment:
	 	Permitted in whole or in part at any time without penalty.
	 
	 	 
	Amortization:
	 	None.
	 
	 	 
	Compounding:
	 	None.
	 
	 	 
	Reserves:
	 	None.
	 
	 	 
	Recourse:
	 	Non-Recourse.
	 
	 	 
	Security:
	 	Pledge of interests in RKB Lakeside LLC and RKB WillowWood LLC.







 


 









 







SCHEDULE 2.1(b)(ii)

ADDITIONAL CLOSING PROCEDURES




1. First,
prior to completion of the Merger (as defined in Section 5.1(a)) the Company shall enter into one or more agreements with Republic Property Limited
Partnership (“RPLP”) whereby RPLP agrees to sell, and the Company agrees to purchase, 100%
of RPLP’s ownership interests in Republic 20th Street LLC, a Delaware limited liability company,
RPLP I LLC, a Delaware limited liability company, and RPT 1425 Investors, LP, a Delaware limited
partnership, for a combined purchase price (the “Purchase Price”) of $76,540,000.00. The
interests to be conveyed pursuant to this Paragraph are referred to herein collectively as the
“Purchased Interests”. The Purchased Interests and the Contributed Interests are sometimes
referred to herein collectively as the “Interests”. Republic 20th Street LLC,
RPLP I LLC and RPT 1425 Investors, LP are referred to herein collectively as the “Purchased
Entities”.



2. Second, prior to completion of the Merger, the Company shall close on the purchase of the
Purchased Interests. The consideration for such purchase shall be a purchase money promissory note
from the Company to RPLP in the amount of the Purchase Price. The promissory note described in
this Paragraph is referred to herein as the “Purchase Money Note”). Immediately upon
issuance of the Purchase Money Note, Liberty shall use diligent efforts to cause RPLP to convey the
Purchased Interests to the Company. The Purchase Money Note will be non-recourse to the Company
and shall be secured by a pledge from the Company of its ownership interests in Republic 20th
Street LLC and Liberty Property Philadelphia Limited Partnership. The Purchase Money Note,
together with the corresponding security agreement and other applicable loan documents, if any, are
referred herein collectively as the “Purchase Money Loan Documents”. The Company’s
Partnership Agreement shall provide that Liberty will contribute 25% of any amounts payable under
the Purchase Price to the Company if, as and when the amounts payable under the Purchase Money Note
become due.



3. Third, prior to completion of the Merger, Liberty shall cause the LLC to make a loan to
RPLP (the “Liberty Loan”) in the amount of $59,500,000.00 and reflecting the business terms
set forth on Exhibit L attached hereto. The Liberty Loan shall be non-recourse to RPLP,
secured by a pledge from RPLP if its interests in RKB Lakeside LLC, a Delaware limited liability
company (“Lakeside, LLC”), and RKB WillowWood LLC, a Delaware limited liability company
(“Willowwood, LLC”), and evidenced by a promissory note and a loan and security agreement
from RPLP to the LLC (collectively, the “Liberty Loan Documents”). Prior to completion of
the Merger, Liberty shall use diligent efforts to cause RPLP to apply the proceeds of the Liberty
Loan to defease the existing mortgage loans currently held by Lakeside, LLC and WillowWood, LLC.



4. Fourth, prior to completion of the Merger, the Company shall make a loan to Liberty in an
amount equal to $415,063,748.00 (the “Merger Loan”), which shall be fully recourse to
Liberty and evidenced by a promissory note from Liberty to the Company. Liberty shall loan a
portion of the Merger Loan proceeds to its general partner, Liberty Property Trust, and thereafter
Liberty and Liberty Property Trust shall use the proceeds of the Merger Loan to complete the
Merger.


 


 









 





5. Fifth, immediately after completion of the Merger, Liberty shall contribute, convey and
assign the Contributed Interests and the Purchase Money Loan Documents to the Company, subject to
the Liberty Loan and in satisfaction of the Merger Loan, to the extent thereof, and the balance as
a contribution to the capital of the Company, and otherwise in accordance with the terms of this
Agreement. Contemporaneously with the contribution of the Contributed Interests to the Company,
Liberty shall assign, and the Company shall assume, all of LPLP’s interests and obligations as
borrower under the Liberty Loan Documents, including the
obligation to make payments under the note evidencing the Liberty Loan. The Contributed Interests
shall be free and clear of all liens, security interests, pledges, assignments, claims, options,
encumbrances, charges, commitments, and equitable interests or rights of others, of any kind
whatsoever, other than the Liberty Loan. The Property owned, directly or indirectly, by the
Entities shall be free and clear of all mortgages and other liens and encumbrances (other than the
Assumed Financing and the exceptions shown on the marked up title commitments previously delivered
to NYSCRF, and neither the Company nor NYSCRF shall incur any costs of removing any such mortgages,
liens or encumbrances.




 


 









 







SCHEDULE 3.4

MORTGAGE LOANS




ASSUMED FINANCING




	 	 	 	 	 
	PROPERTY	 	AMOUNT	 
	 
	 	 	 
	Pender Business Park
	 	$	[*]	 
	3922-28 Pender Drive,

Fairfax, VA
	 	 	 	 
	 
	 	 	 	 
	Corporate Pointe IV
	 	$	[*]	 
	14111 Park Meadow

Drive, Chantilly, VA
	 	 	 	 
	 
	 	 	 	 
	The Republic Building
	 	$	[*]	 
	1425 New York Avenue,

NW

Washington, DC
	 	 	 	 
	 
	 	 	 	 
	Corporate Oaks
	 	$	[*]	 
	625 Herndon Parkway,

Herndon, VA
	 	 	 	 
	 
	 	 	 	 
	WillowWood I and II,
	 	$	[*]	 
	10300 and 10306 Eaton

Place, Fairfax, VA
	 	 	 	 
	 
	 	 	 	 
	Republic Park (1 - 7)
	 	$	[*]	 
	13605-15-25-35-45-55-65

Dulles Technology Drive,

Herndon, VA


Republic Park (8)

13461 Sunrise Valley

Drive, Herndon, VA
	 	 	 	 




 





	 	 	 
	*	 	The confidential information contained herein has been omitted and separately filed with the Staff.




 


 









 





SATISFIED LOANS




	 	 	 	 	 
	PROPERTY	 	AMOUNT	 
	 
	 	 	 
	WillowWood III and IV
	 	$	[*]	 
	10304 and 10302 Eaton

Place, Fairfax, VA

(To be defeased)
	 	 	 	 
	Lakeside I & II
	 	$	[*]	 
	14104 and 14120

Newbrook Drive, Chantilly,

VA

(To be defeased)
	 	 	 	 
	1129 20th Street, NW
	 	$	[*]	 
	Washington, DC
	 	(Construction
	(To be repaid)
	 	Loan)







REVOLVING LINE OF CREDIT




	 	 	 	 	 
	Presidents Park I, II & III
	 	$	[*]	 
	13861 Sunrise Valley Drive

13865 Sunrise Valley Drive

2525 Network Place

Herndon, VA

(To be repaid)
	 	 	 	 





 





	 	 	 
	*	 	The confidential information contained herein has been omitted and separately filed with the Staff.





 


 









 







SCHEDULE 4.1(b)(ii)

MATERIAL LITIGATION




Litigation disclosed by the Proxy Statement of Republic Property Trust dated August 27, 2007.




 


 









 







SCHEDULE 4.1(b)(vii)

OUTSTANDING OBLIGATIONS UNDER TENANT LEASES





 


 









 





SCHEDULE 4.1(b)(vii)

Liberty Washington, LP — Contribution Agreement

OUTSTANDING OBLIGATIONS UNDER TENANT LEASES




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Outstanding
	Property Name	 	Property Address	 	Tenant	 	Obligations
	Corporate Oaks

	 	625 Herndon Parkway, Herndon, VA	 	 	 	 
	Corporate Pointe IV

	 	14111 Park Meadows Drive, Chantilly, VA	 	 	 	 
	Lakeside I & II

	 	14100 - 14120 Newbrook Drive, Chantilly, VA
	 	*
	 	*
	Pender Business Park

	 	3922 - 3928 Pender Drive, Fairfax, VA	 	 	 	 
	Presidents Park I

	 	13861 Sunrise Valley Drive, Herndon, VA
	 	*
	 	*
	Presidents Park II

	 	13861 Sunrise Valley Drive, Herndon, VA
	 	*
	 	*
	Presidents Park III

	 	2525 Network Place, Herndon, VA	 	 	 	 
	The Republic Building

	 	1425 New York Avenue, NW, Washington, DC	 	 	 	 
	Republic
Park - Buildings #1 -7

(aka: The Campus @ Dulles Technology Park)

	 	13605 - 13665 Dulles Technology Drive, Herndon, VA
	 	*
	 	*
	Republic
Park - Building #8

(aka: Dulles Technology Center)

	 	13461 Sunrise Valley Drive, Herndon, VA
	 	*
	 	*
	WillowWood I & II

	 	10300 & 10306 Eaton Place, Fairfax VA
	 	*
	 	*
	WillowWood III & IV

	 	10304 & 10302 Eaton Place, Fairfax, VA	 	 	 	 
	129 20th Street, NW

	 	1129 20th Street, NW, Washington, DC	 	 	 	 





 





	 	 	 
	*	 	The confidential material contained herein has been omitted and has been separately filed with
the staff.



 












 







SCHEDULE 4.1(a)(viii)

MATTERS RESPECTING TENANT LEASES





 


 









 





SCHEDULE 4.1(a)(viii)

Liberty Washington, LP —  Contribution Agreement

MATTERS RESPECTING TENANT LEASES




	 	 	 	 	 	 	 
	Property Name	 	Property Address	 	Tenant	 	Matters
	Corporate Oaks

	 	625 Herndon Parkway, Herndon, VA	 	 	 	 
	Corporate Pointe IV

	 	14111 Park Meadows Drive, Chantilly, VA	 	 	 	 
	Lakeside I & II

	 	14100 - 14120 Newbrook Drive, Chantilly, VA	 	 	 	 
	Pender Business Park

	 	3922 - 3928 Pender Drive, Fairfax, VA
	 	*
	 	*
	Presidents Park I

	 	13861 Sunrise Valley Drive, Herndon, VA
	 	*
	 	*
	Presidents Park II

	 	13861 Sunrise Valley Drive, Herndon, VA	 	 	 	 
	Presidents Park III

	 	2525 Network Place, Herndon, VA	 	 	 	 
	The Republic Building

	 	1425 New York Avenue, NW, Washington, DC	 	 	 	 
	Republic
Park - Buildings #1 -7

(aka: The Campus @ Dulles Technology Park)

	 	13605 - 13665 Dulles Technology Drive, Herndon, VA
	 	*
	 	*
	Republic
Park - Building #8

(aka: Dulles Technology Center)

	 	13461 Sunrise Valley Drive, Herndon, VA
	 	*
	 	*
	WillowWood I & II

	 	10300 & 10306 Eaton Place, Fairfax VA
	 	*
	 	*
	WillowWood III & IV

	 	10304 & 10302 Eaton Place, Fairfax, VA	 	 	 	 
	129 20th Street, NW

	 	1129 20th Street, NW, Washington, DC	 	 	 	 






 





	 	 	 
	*	 	The confidential material contained herein has been omitted and has been separately filed with
the staff.



 












 







SCHEDULE 4.4(j)

LIBERTY OBLIGATION

TENANT IMPROVEMENTS; LEASING COMMISSIONS





 


 









 





SCHEDULE 4.4(j)

Liberty Washington, LP — Contribution Agreement

LIBERTY RESPONSIBLE TENANT IMPROVEMENTS & LEASING COMMISSIONS




	 	 	 	 	 
	Tenant	 	Property Name	 	Property Address
	 
	Pomeroy Companies

	 	Willow Wood I
	 	10300 Eaton Place, Fairfax, VA
	Zeta Associates

	 	Willow Wood III
	 	10304 Eaton Place, Fairfax, VA
	Ennovex Solutions

	 	Republic Park - Building # 7
	 	13665 Dulles Technology Drive, Herndon, VA
	XO Communications

	 	Presidents Park II
	 	13865 Sunrise Valley Drive, Herndon, VA
	AboveNet

	 	Presidents Park I
	 	13861 Sunrise Valley Drive, Herndon, VA
	AboveNet

	 	Lakeside II
	 	14120 Newbrook Drive, Chantilly, VA
	Crescent Hotels & Resorts

	 	Willow Wood III
	 	10304 Eaton Place, Fairfax, VA
	AboveNet

	 	Lakeside II
	 	14120 Newbrook Drive, Chantilly, VA
	RGS Commercial Title

	 	Willow Wood II
	 	10306 Eaton Place, Fairfax, VA
	Hamilton Altman

	 	Willow Wood II
	 	10306 Eaton Place, Fairfax, VA
	NPD

	 	Republic Park - Building # 8
	 	13461 Sunrise Valley Drive, Herndon, VA
	In2Books

	 	Republic Park - Building # 3
	 	13625 Dulles Technology Drive, Herndon, VA
	Honeywell

	 	Republic Park - Building # 6
	 	13655 Dulles Technology Drive, Herndon, VA
	Honeywell

	 	Republic Park - Building # 6
	 	13655 Dulles Technology Drive, Herndon, VA
	White & Partners

	 	Republic Park - Building # 7
	 	13665 Dulles Technology Drive, Herndon, VA
	DLT

	 	Presidents Park I
	 	13861 Sunrise Valley Drive, Herndon, VA
	iDirect

	 	Presidents Park I
	 	13861 Sunrise Valley Drive, Herndon, VA





 


2









 







SCHEDULE 13.2

ENVIRONMENTAL REPORTS






 


 











 







SCHEDULE 13.2

Liberty Washington, LP — Contribution Agreement

ENVIRONMENTAL REPORTS




	 	 	 	 	 
	Property Name	 	Property Address	 	Document Name
	 
	Prior Environmental Documents Provided by Republic:
	Corporate Oaks

	 	625 Herdon Parkway, Herdon, VA
	 	Phase I Environmental Site Assessment Report prepared by National Assessment Corporation dated October 29, 2003
	Corporate Pointe IV

	 	14111 Park Meadows Drive, Chantilly, VA
	 	Phase I Environmental Site Assessment Report prepared by EMG dated February 22, 2001
	Lakeside I & II

	 	14100 - 14120 Newbrook Drive, Chantilly, VA
	 	Phase I Environmental Site Assessment Report prepared by ATC Associates, Inc dated April 24, 2003
	Pender Business Park

	 	3922 - 3928 Pender Drive, Fairfax, VA
	 	Phase I Environmental Site Assessment Report prepared by ECS, Ltd dated March 6, 1998
	Presidents Park I, II, III

	 	13861, 13865 Sunrise Valley Drive & 2525 Netwrok Place, Herndon, VA
	 	Phase I Environmental Site Assessment Report prepared by ATC Associates, Inc dated November 1, 2004

Phase I Environmental Site Assessment Report prepared by ATC Associates, Inc dated December 16, 2005
	The Republic Building

	 	1425 New York Avenue, NW Washington, DC
	 	Phase I Environmental Site Assessment Report dated September 2004

Environmental Site Assessment Phase I Assessment Final Report prepared by ATC Associates, Inc dated May 16, 2005
	Republic
Park - Buildings #1 - 7

(aka: The Campus @ Dulles Technology Park)

	 	13605 - 13665 Dulles Technology Drive, Herndon, VA
	 	Phase I Environmental Site Assessment Report prepared by Dames & Moore dated April 24, 2000 

Phase I Environmental Site Assessment Report prepared by EMG dated September 25, 2006
	Republic
Park - Building #8

(aka: Dulles Technology Center)

	 	13461 Sunrise Valley Drive, Herndon, VA
	 	Phase I Environmental Site Assessment Report prepared by URS Corporation dated November 17, 2003
	WillowWood I & II

	 	10300 & 10306 Eaton Place, Fairfax, VA
	 	Phase I Environmental Site Assessment Report prepared by ATC Associates, Inc dated May 18, 2006
	WillowWood III & IV

	 	10304 & 10302 Eaton Place, Fairfax, VA
	 	Phase I Environmental Site Assessment Report prepared by ATC Associates, Inc dated April 22, 2003
	1129 20th Street, NW

	 	1129 20th Street, NW Washington, DC
	 	Phase I Environmental Site Assessment Update Report prepared by ECS, LLC dated October 11, 2005

Asbestos Survey Proposal issued by Air, Land, Water Engineering, Inc dated May 15, 2007

Asbestos Analysis Report prepared by Air, Land, Water Engineering, Inc dated June 5, 2007

Asbestos Removal Plan






 


2









 





SCHEDULE 13.2

Liberty Washington, LP — Contribution Agreement

ENVIRONMENTAL REPORTS




	 	 	 	 	 
	Property Name	 	Property Address	 	Document Name
	 
	Current Environmental
Documents Prepared on
Liberty Washington,
LP’s behalf
	Corporate Oaks

	 	625 Herdon Parkway, Herdon, VA
	 	Phase I Environmental Site Assessment Report prepared by GAIATech dated September 2007
	Corporate Pointe IV

	 	14111 Park Meadows Drive, Chantilly, VA
	 	Phase I Environmental Site Assessment Report prepared by GAIATech dated September 2007
	Lakeside I & II

	 	14100 - 14120 Newbrook Drive, Chantilly, VA
	 	Phase I Environmental Site Assessment Report prepared by GAIATech dated September 2007
	Pender Business Park

	 	3922 - 3928 Pender Drive, Fairfax, VA
	 	Phase I Environmental Site Assessment Report prepared by GAIATech dated September 2007
	Presidents Park I, II, III

	 	13861, 13865 Sunrise Valley Drive & 2525 Netwrok Place, Herndon, VA
	 	Phase I Environmental Site Assessment Report prepared by GAIATech dated September 2007
	The Republic Building

	 	1425 New York Avenue, NW Washington, DC
	 	Phase I Environmental Site Assessment Report prepared by GAIATech dated September 2007
	Republic
Park - Buildings #1 - 7

(aka: The Campus @ Dulles Technology Park)

	 	13605 - 13665 Dulles Technology Drive, Herndon, VA
	 	Phase I Environmental Site Assessment Report prepared by GAIATech dated September 2007
	Republic
Park - Building #8

(aka: Dulles Technology Center)

	 	13461 Sunrise Valley Drive, Herndon, VA
	 	Phase I Environmental Site Assessment Report prepared by GAIATech dated September 2007
	WillowWood I - IV

	 	10300, 10306, 10304, 10302 Eaton Place, Fairfax, VA
	 	Phase I Environmental Site Assessment Report prepared by GAIATech dated September 2007
	1129 20th Street, NW

	 	1129 20th Street, NW Washington, DC
	 	Phase I Environmental Site Assessment Report prepared by GAIATech dated September 2007






Other:



Wolf Block Memorandum dated August 23, 2007 re: Liberty Property Trust / Republic Transaction -
Environmental Documents




 


3