UNDERWRITING AGREEMENT

development rights and obligations in connection with The Portals project to the Operating Partnership or one of its subsidiaries; (vi) each of Parcel 47D LLC, 25 Massachusetts Avenue Property LLC and 660 North Capitol Street Property LLC have entered into an option agreement (collectively, the “ Option Agreements ”) pursuant to which the Operating Partnership shall have the option to purchase the three office development properties listed on Schedule III attached hereto (the “ Option Properties ”); and (vii) the Company expects to assume approximately $202 million of mortgage and other indebtedness related to the properties and businesses being acquired in the Formation Transactions.  All of the agreements entered into in connection with the Formation Transactions are referred to herein as the “ Formation Transaction Agreements ”.

1.                                        Representations, Warranties and Agreements of the Transaction Entities.   The Transaction Entities, jointly and severally, represent and warrant to, and agree with, each of the Underwriters that:

(a)                                   A registration statement on Form S-11 (No. 333-128554) with respect to the Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and the rules and regulations (the “ Rules and Regulations ”) of the United States Securities and Exchange Commission (the “ Commission ”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act.  Copies of such registration statement and each amendment thereto have been delivered by the Company to you as the representatives (the “ Representatives ”) of the Underwriters.  As used in this Agreement, “ Applicable Time ” means 7:00 p.m. (New York City time) on the date of this agreement; “ Effective Date ” means the date and time as of which such registration statement was declared effective by the Commission; “ Issuer Free Writing Prospectus ” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares; “ Preliminary Prospectus ” means any preliminary prospectus relating to the Shares included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; “ Pricing Disclosure Package ” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “ Registration Statement ” means such registration statement, as amended on the Effective Date, including, if Rule 430A of the Rules and Regulations is used, all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “ Prospectus ” means such final prospectus, as first filed with the Commission pursuant to paragraph (1), (2), (4) or (5) of Rule 424(b) of the Rules and Regulations.  Any reference herein to the term “Registration Statement” shall be deemed to include the abbreviated registration statement to register additional Common Shares under Rule 462(b) of the Rules and Regulations (the “ Rule 462 Registration Statement ”).  The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding for such purpose has been instituted or threatened by the Commission.  Any reference to the “ most recent Preliminary Prospectus ” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) on or prior to the date hereof.

(b)                                  The Company was not at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Rules and Regulations) of the Shares and is not on the date hereof and will not be on the applicable Delivery Date an “ineligible issuer” (as defined in Rule 405 of the Rules and Regulations).

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(c)                                   The Registration Statement conformed in all material respects at the Effective Date and will conform in all material respects on the applicable Delivery Date (as defined in Section 4), and any post-effective amendment to the Registration Statement filed after the date hereof will conform in all material respects on the applicable effective date, as of the Initial Delivery Date (as defined in Section 4) and as of any subsequent Delivery Date, as the case may be, to the requirements of the Securities Act and the Rules and Regulations.  The Preliminary Prospectus conformed, and the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) and on the applicable Delivery Date to the requirements of the Securities Act and the Rules and Regulations.  The Registration Statement, at the Effective Date, and the Prospectus, as of its date and on the applicable Delivery Date, do not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; provided , that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e).

(d)                                  The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the price of the Shares and disclosures directly relating thereto and derived therefrom will be included on the cover page of the Prospectus or under the captions “Prospectus Summary—Summary Consolidated Financial Data,” “Prospectus Summary—Formation Transactions,” “Use of Proceeds,” “Distribution Policy,” “Capitalization,” “Dilution,” “Selected Consolidated Financial Data,” “Formation Transactions” and “Underwriting” in the Prospectus; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e)).

(e)                                   Each Issuer Free Writing Prospectus (including, without limitation, any “electronic road show” (as defined in Rule 433 of the Rules and Regulations) that is a free writing prospectus under Rule 433), when considered together with the Pricing Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the price of the Shares and disclosures directly relating thereto and derived therefrom will be included on the cover page of the Prospectus or under the captions “Prospectus Summary—Summary Consolidated Financial Data,” “Prospectus Summary—Formation Transactions,” “Use of Proceeds,” “Distribution Policy,” “Capitalization,” “Dilution,” “Selected Consolidated Financial Data,” “Formation Transactions” and “Underwriting” in the Prospectus; provided that no representation or warranty is made as to information contained in or omitted from each Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e)).

(f)                                     Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and the Company has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations.  The Company has not made any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, which consent shall not be unreasonably withheld or delayed.  The

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Company has retained in accordance with Rule 433(d) or (f) of the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations.

(g)                                  Each of the Company and its subsidiaries (as defined in Section 17), other than the Operating Partnership, has been duly organized, is validly existing and in good standing as a corporation or other business entity under the laws of its jurisdiction of organization and is duly qualified to do business and in good standing as a foreign corporation or other business entity in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the financial condition, results of operations, shareholders’ equity, properties, business or prospects of the Transaction Entities, the Contributed Entities and their respective subsidiaries taken as a whole (a “ Material Adverse Effect ”).  Each of the Company and its subsidiaries, other than the Operating Partnership, has all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged.  The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement.  None of the subsidiaries of the Company (other than, upon completion of the Formation Transactions, the Operating Partnership and Republic Property TRS, LLC, a limited liability company organized under the laws of Delaware) is a “significant subsidiary,” as such term is defined in Rule 405 of the Rules and Regulations.

(h)                                  The Company has an authorized capitalization as set forth in each of the most recent Preliminary Prospectus and the Prospectus, and all of the issued shares of beneficial interest of the Company, including Common Shares issued or issuable in the Formation Transactions, have been or will have been as of the Initial Delivery Date, duly authorized and validly issued, are or will be as of the Initial Delivery Date, fully paid and non-assessable, conform to the descriptions thereof contained in each of the most recent Preliminary Prospectus and the Prospectus and were issued in compliance with federal and state securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right.  All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued, conform in all material respects to the description thereof contained in each of the most recent Preliminary Prospectus and the Prospectus and were issued in compliance with federal and state securities laws.  All of the issued shares of capital stock or membership interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(i)                                      The Operating Partnership has been duly organized, is validly existing and in good standing as a limited partnership under the laws of the State of Delaware and is duly qualified to do business and in good standing as a foreign limited partnership in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, could not reasonably be expected to have a Material Averse Effect.  The Company is the sole general partner of the Operating Partnership.  The Operating Partnership has all power and authority necessary to own or hold its properties and to conduct the business in which it is engaged.  At the Initial Delivery Date, the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the “ Operating Partnership Agreement ”), will be in full force and effect, and the aggregate percentage interests of the Company and the limited partners in the Operating Partnership will be as set forth in the Prospectus; provided that to the extent that the Underwriters exercise their option to purchase Option Shares at the Initial Delivery Date, the percentage interest of such partners in the Operating Partnership will be adjusted accordingly.  Except as disclosed in each of the most recent Preliminary Prospectus and the Prospectus,

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(i) no units of partnership interest in the Operating Partnership (“ Units ”) are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership.  The Units issued or to be issued in the Formation Transactions have been duly authorized for issuance by the Operating Partnership and as of the Initial Delivery Date will have been validly issued in compliance with federal and state securities laws and will be free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights.  The terms of the Units conform to the description thereof contained in each of the most recent Preliminary Prospectus and the Prospectus.

(j)                                      Each of the Contributed Entities and their respective subsidiaries has been duly organized, is validly existing and in good standing as a corporation or other business entity under the laws of its jurisdiction of organization and is duly qualified to do business and in good standing as a foreign corporation or other business entity in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, could not reasonably be expected to have a Material Averse Effect.  All of the issued capital stock of or other ownership interests in each Contributed Entity and its subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable and were issued in compliance with all applicable federal and state securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right.  Except as described in each of the most recent Preliminary Prospectus and the Prospectus, all outstanding shares of capital stock of or other ownership interests in the Contributed Entities and their subsidiaries shall as of the Initial Delivery Date, be owned directly or indirectly by the Operating Partnership, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  None of such equity interests was issued in violation of the preemptive or other similar rights of any securityholder of such subsidiary.  There are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for equity interests or other securities of any Contributed Entity and its subsidiaries.

(k)                                   The Shares to be issued and sold by the Company to the Underwriters hereunder have been duly authorized and, upon payment and delivery in accordance with this Agreement, will be validly issued, fully paid and non-assessable, will conform in all material respects to the description of the Shares contained in each of the most recent Preliminary Prospectus and the Prospectus and will be issued in compliance with federal and state securities laws and will be free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights.

(l)                                      The issuance by the Company of Common Shares (other than the Shares) in connection with the Formation Transactions is exempt from the registration requirements of the Securities Act and applicable state securities, real estate syndication and Blue Sky laws.  The issuance by the Operating Partnership of Units in connection with the Formation Transactions is exempt from the registration requirements of the Securities Act and applicable state securities, real estate syndication and Blue Sky laws.

(m)                                Each of the Transaction Entities and the Contributed Entities has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Operative Agreements (as defined below) to which it is a party.  This Agreement has been duly and validly authorized, executed and delivered by each of the Transaction Entities.

(n)                                  To the extent any of the Transaction Entities or the Contributed Entities or any of their respective subsidiaries is a party to an Operative Agreement, each such agreement has been duly authorized, executed and delivered by each Transaction Entity or Contributed Entity and such

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subsidiaries, as the case may be, and constitutes the legal, valid, binding and enforceable instrument of each Transaction Entity or Contributed Entity and such subsidiaries, as the case may be (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity); the employment agreements entered into between the Company and Mark R. Keller, Steven A. Grigg, Gary R. Siegel and Michael J. Green (the “ Employment Agreements ”) and the non-competition agreements entered into with the Company by each of Richard L. Kramer, Steven A. Grigg, Gary R. Siegel, Michael J. Green and Republic Properties Corporation (the “ Non-Competition Agreements ”) shall, as of the Initial Delivery Date, have been duly authorized, executed and delivered by such parties and shall, as of the Initial Delivery Date, be valid and binding agreements of such parties, enforceable against such parties in accordance with their terms, subject, as to enforcement, to general principles of equity.  The Operating Partnership Agreement, the Formation Transaction Agreements, the Employment Agreements and the Non-Competition Agreements are referred to herein as the “ Operative Agreements .”

(o)                                  The execution, delivery and performance of this Agreement and the Operative Agreements by the Transaction Entities and the Contributed Entities, to the extent parties thereto, the consummation of the transactions contemplated hereby and thereby and the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in each of the most recent Preliminary Prospectus and the Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Transaction Entities, the Contributed Entities and their respective subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which any of the Transaction Entities, the Contributed Entities and their respective subsidiaries is a party or by which any of the Transaction Entities, the Contributed Entities and their respective subsidiaries is bound or to which any of the property or assets of any of the Transaction Entities, the Contributed Entities and their respective subsidiaries is subject, except in each case which would not result in a Material Adverse Effect; (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of any of the Transaction Entities, the Contributed Entities and their respective subsidiaries; or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over any of the Transaction Entities, the Contributed Entities and their respective subsidiaries or any of their properties or assets, except in each case which would not result in a Material Adverse Effect.

(p)                                  Except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and applicable state or foreign securities laws in connection with the purchase and sale of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over the Transaction Entities, the Contributed Entities or any of their respective subsidiaries or any of their properties or assets is required for the execution, delivery and performance of this Agreement and the Formation Agreements by the Transaction Entities and the Contributed Entities, to the extent parties thereto, the consummation of the transactions contemplated hereby and thereby and the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in each of the most recent Preliminary Prospectus and the Prospectus, except for consents the failure to obtain would not result in a Material Adverse Effect.

(q)                                  Except as described in the most recent Preliminary Prospectus, there are no contracts, agreements or understandings between any of the Transaction Entities, the Contributed Entities and their respective subsidiaries and any person, granting such person the right to require any of the Transaction Entities, the Contributed Entities and their respective subsidiaries to file a registration statement under the Securities Act with respect to any securities of any of the Transaction Entities, the

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Contributed Entities and their respective subsidiaries owned or to be owned by such person or to require any of the Transaction Entities, the Contributed Entities and their respective subsidiaries to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by any of the Transaction Entities, the Contributed Entities and their respective subsidiaries under the Securities Act.

(r)                                     Except as described or referred to in the Registration Statement, no Transaction Entity has sold or issued any securities during the six-month period preceding the date of the Prospectus, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act.

(s)                                   None of the Transaction Entities, the Contributed Entities and their respective subsidiaries, and none of the Properties has sustained, since the date of the latest audited financial statements included in the most recent Preliminary Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case except as contemplated by the most recent Preliminary Prospectus or as could not reasonably be expected to have a Material Adverse Effect; and, since such date, there has not been any change in the capital stock, net operating income or long-term or short-term debt of the Transaction Entities, the Contributed Entities or any of their respective subsidiaries, or any of the Properties or any adverse change, or any development involving a prospective adverse change, in or affecting the financial condition, results of operations, shareholders’ equity, properties, management, business or prospects of the Transaction Entities, the Contributed Entities and their respective subsidiaries, taken as a whole, in each case except as contemplated by the most recent Preliminary Prospectus or as could not reasonably be expected to have a Material Adverse Effect.

(t)                                     Since the date as of which information is given in the most recent Preliminary Prospectus and except as may otherwise be described in the most recent Preliminary Prospectus, none of the Transaction Entities or the Contributed Entities has (i) incurred any liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, (ii) entered into any material transaction not in the ordinary course of business or (iii) declared or paid any dividend on its capital stock.

(u)                                  The historical financial statements (including the related notes and supporting schedules) filed as part of the Registration Statement or included in the most recent Preliminary Prospectus comply as to form in all material respects with the requirements of Regulation S-X under the Securities Act and present fairly the financial condition, results of operations, cash flows and the statements of shareholders’ equity of (1) the Fund, (2) the Company and its subsidiaries, (3) the Presidents Park Properties and (4) the 1425 New York Avenue Property, at the dates and for the periods indicated and have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis.  The summary and selected financial data and other supporting schedules included in the most recent Preliminary Prospectus present fairly, in all material respects, the information shown therein as at the respective dates and for the respective periods specified, and the summary and selected financial data and other supporting schedules have been presented on a basis consistent with the financial statements so set forth in the most recent Preliminary Prospectus and other financial information.

(v)                                  The pro forma financial statements (including the related notes) included in the most recent preliminary Prospectus comply as to form in all material respects with the requirements of Regulation S-X under the Securities Act and present fairly in all material respects the information shown therein.  Such pro forma financial statements have been properly compiled on the basis described therein, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.  No other financial

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statements (or schedules) of the Company, any predecessor of the Company, or any other entity are required by the Securities Act to be included in the Registration Statement or the most recent Preliminary Prospectus.

(w)                                Ernst & Young, LLP, who have certified certain financial statements of the Company and its subsidiaries, the Fund, the Presidents Park Properties and the 1425 New York Avenue Property, whose reports appear in the most recent preliminary Prospectus and who have delivered the initial letter referred to in 7(g) hereof, are independent public accountants as required by the Securities Act and the Rules and Regulations.

(x)                                    The statistical and market-related data included under the captions “Prospectus Summary”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business and Properties” in the most recent Preliminary Prospectus and the consolidated financial statements of the Company and its subsidiaries included in the most recent Preliminary Prospectus are based on or derived from sources that the Company believes to be reliable and accurate in all material respects.

(y)                                  The Transaction Entities and each of their subsidiaries carry, or are covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries.  All policies of insurance of the Transaction Entities and their subsidiaries are in full force and effect; the Transaction Entities and their subsidiaries are in compliance with the terms of such policies in all material respects; none of the Transaction Entities and their subsidiaries has received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance; there are no claims by the Transaction Entities or any of their subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; none of the Transaction Entities nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that could not reasonably be expected to have a Material Adverse Effect.

(z)                                    There are no legal or governmental proceedings pending to which any of the Transaction Entities, the Contributed Entities and their respective subsidiaries is a party or of which any property or assets of any of the Transaction Entities, the Contributed Entities and their respective subsidiaries is the subject that could reasonably be expected to have a Material Adverse Effect or could reasonably be expected to have a material adverse effect on the performance of this Agreement and the Operative Agreements or the consummation of the transactions contemplated hereby and thereby; and to the knowledge of the Transaction Entities, no such proceedings are threatened or contemplated by governmental authorities or others.

(aa)                             There are no legal or governmental proceedings or contracts or other documents of a character required to be described in the Registration Statement or the most recent Preliminary Prospectus or, in the case of documents, to be filed as exhibits to the Registration Statement, that are not described and filed as required.  Neither the Transaction Entities nor any of their subsidiaries has knowledge that any other party to any such contract, agreement or arrangement has any intention not to render full performance as contemplated by the terms thereof; and that statements made in the most recent Preliminary Prospectus under the captions insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects.

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(bb)                           No relationship, direct or indirect, exists between or among any of the Transaction Entities, the Contributed Entities and their respective subsidiaries on the one hand, and the trustees, officers, shareholders, tenants or suppliers of the Transaction Entities, the Contributed Entities and their respective subsidiaries on the other hand, which is required to be described in the most recent Preliminary Prospectus which is not so described.  Since its formation, the Company has not, directly or indirectly, including through any subsidiary, extended or maintained credit, or arranged for the extension of credit, or renewed or amended any extension of credit, in the form of a personal loan to or for any of its directors or executive officers.

(cc)                             No labor disturbance by the employees of any of the Transaction Entities, the Contributed Entities and their respective subsidiaries exists or, to the knowledge of the Transaction Entities, is imminent which might be expected to have a Material Adverse Effect.

(dd)                           Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Savings Act of 1974, as amended (“ ERISA ”)), that is maintained, administered or contributed to by the Transaction Entities or the Contributed Entities or any member of their respective “ Controlled Groups ” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “ Code ”)) for any of the respective employees or former employees of the Transaction Entities or the Contributed Entities or any member of their respective Controlled Groups (each, a “ Plan ”) has been maintained and is in compliance with all applicable statutes, rules and regulations, including, but not limited to, ERISA and the Code; with respect to any Plan subject to Title IV of ERISA, (i) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur, and (ii) no “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has been incurred, whether or not waived, and the fair market value of the assets under each such Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plans); each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; none of the Transaction Entities or the Contributed Entities and any member of their respective Controlled Groups has incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for payments of premiums in the ordinary course of business); and none of the Transaction Entities or the Contributed Entities and any member of their respective Controlled Groups has had a partial or complete withdrawal from any “Multiemployer Plan” (within the meaning of Section 4001(a)(3) of ERISA), or has received notice that any Multiemployer Plan is “insolvent” (within the meaning of Section 4245 of ERISA) or is in “reorganization” (within the meaning of Section 4241 of ERISA).

(ee)                             The Transaction Entities and the Contributed Entities and each of their respective subsidiaries have filed all federal, state, local and foreign income and franchise tax returns required to be filed through the date hereof, subject to permitted extensions, and have paid all taxes due thereon, and no tax deficiency has been determined adversely to the Transaction Entities or the Contributed Entities or any of their respective subsidiaries, nor do the Transaction Entities have any knowledge of any tax deficiency that could reasonably be expected to have a Material Adverse Effect.

(ff)                                 There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Transaction Entities or sale by the Company of the Shares, which if not paid would be reasonably expected to have a Material Adverse Effect.

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(gg)                           Except as disclosed in the most recent Preliminary Prospectus, to the knowledge of the Transaction Entities, there is no pending or threatened special assessment, tax reduction proceeding or other action which could increase or decrease the real property taxes or assessments of any Property, which, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(hh)                           Commencing with the taxable year ending December 31, 2005, the Company will be organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “ REIT ”) under the Code and its proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT under the Code.

(ii)                                   None of the Transaction Entities, the Contributed Entities and their respective subsidiaries (i) is in violation of its charter, by-laws, certificate of limited partnership, certificate of formation, agreement of limited partnership, operating agreement or other similar organizational document, (ii) is in default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan, lease (under which such Transaction Entity, Contributed Entity or a subsidiary is landlord or otherwise), ground lease (under which such Transaction Entity, Contributed Entity or a subsidiary is tenant), development agreement, reciprocal easement agreement, deed restriction, parking management agreement, license or other agreement or instrument to which it is a party or by which it is bound or to which any of the Properties or any of its other properties or assets is subject, or (iii) is in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, except in the case of clauses (ii) and (iii), to the extent any such conflict, breach, violation or default could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(jj)                                   (1) Upon consummation of the Formation Transactions, the Transaction Entities or their subsidiaries will have fee simple title to the Properties, in each case, free and clear of all liens, encumbrances, claims, security interests and defects, except such as (i) are set forth in the Title Reports listed on Schedule IV hereto (the “ Title Reports ”), (ii) are disclosed in the most recent Preliminary Prospectus, or (iii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (2) other than as described on Schedule V hereto, none of the Transaction Entities, the Contributed Entities and their respective subsidiaries has received from any governmental authority any written notice of any condemnation of, or zoning change affecting, the Properties or any part thereof, and neither of the Transaction Entities knows of any such condemnation or zoning change which is threatened, which if consummated would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (3) true, correct and complete copies of the leases, exhibits, schedules or other documents that comprise the leases described in the Section of the Prospectus entitled “ Business and Properties ” where the tenant has been specifically identified (the “ Major Leases ”) have been made available for review by the Underwriters or their counsel; (4) other than the Major Leases, there are no other material agreements between any of the Transaction Entities, the Contributed Entities and their respective subsidiaries and a tenant under a Major Lease relating to any of the Properties which has not been provided to the Underwriters or their counsel; (5) except as otherwise described in the most recent Preliminary Prospectus: (i) to the knowledge of the Transaction Entities, none of the Major Leases has been assigned; (ii) no brokerage fees, commissions or any similar payments are owed or payable by the lessor under any of the Major Leases to any third party in connection with the existence or execution thereof, or in connection with any renewal, expansion or extension of any Major Leases which has occurred prior to, or may occur after, the Delivery Date, except as will be reserved for from proceeds as reflected in the “Use of Proceeds” section of the most recent Preliminary Prospectus; (iii) to the knowledge of the Transaction Entities, all of the Major Leases, and, all guaranties related thereto, if any,

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are in full force and effect; (iv) no rentals or other amounts due under the Major Leases have been paid more than one month in advance; (v) no tenant has asserted in writing any defense or set-off against the payment of rent in connection with the Major Leases nor has any tenant contested any tax, operating cost or other escalation payment or occupancy charge, or any other amounts payable under its Major Leases; (vi) to the knowledge of the Transaction Entities, all tenants, licensees, franchisees or other parties under the Major Leases are in possession of their respective premises; (vii) to the knowledge of the Transaction Entities, except for the mortgage loans encumbering the Properties and described in the most recent Preliminary Prospectus, none of the Major Leases has been assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered; (viii) none of the Transaction Entities, the Contributed Entities and their respective subsidiaries have waived in writing any material provision under any Major Lease; (ix) to the knowledge of the Transaction Entities, there are no uncured events of default, or events that with the giving of notice or passage of time, or both, would constitute an event of default, by any tenant under any of the terms and provisions of the Major Leases; and (x) no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease.

(kk)                             Except as disclosed in the most recent Preliminary Prospectus, all entitlements necessary for development and/or renovation of each of the properties of the Company planned for development, material expansion or renovation as described in the most recent Preliminary Prospectus as having been vested or entitled with development rights have been obtained, and no further governmental or regulatory approvals are necessary for additional development of such properties.  With respect to any other property of the Company currently planned for development, material expansion or renovation and which is not described in the most recent Preliminary Prospectus as having received all necessary entitlements, the Company expects that such entitlements will be issued in normal course.

(ll)                                   There are no contracts, letters of intent, term sheets, agreements, arrangements or understandings with respect to the direct or indirect acquisition or disposition by any of the Transaction Entities, the Contributed Entities and their respective subsidiaries of interests in assets or real property that is required to be described in the most recent Preliminary Prospectus that is not already so described.

(mm)                       Immediately following the application of the net proceeds of the sale of the Firm Shares in the manner set forth in the most recent Preliminary Prospectus, the mortgages or deeds of trust which will encumber the Properties will not be convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust will not at such time be cross-defaulted or cross-collateralized with any property other than other Properties.  None of the Transaction Entities, the Contributed Entities and their respective subsidiaries hold participating interests in such mortgages or deeds of trust.

(nn)                           Except as described or referred to in the most recent Preliminary Prospectus and except in respect of the lease of Properties, at the Initial Delivery Date, the Transaction Entities or their subsidiaries will have title insurance on the fee interests in each of the Properties, in an amount that is commercially reasonable for each Property.

(oo)                           Except as otherwise disclosed in the most recent Preliminary Prospectus, (i) the Transaction Entities, the Contributed Entities, their respective subsidiaries and the Properties have been and are in compliance with, and none of the Transaction Entities, the Contributed Entities and their respective subsidiaries has any material liability under, applicable Environmental Laws (as hereinafter defined); (ii) none of the Transaction Entities, the Contributed Entities nor any of their respective subsidiaries, nor, to the best knowledge of the Transaction Entities, any prior owners or occupants of the property at any time or any other party has at any time released (as such term is defined in Section 101(22) of CERCLA (as hereinafter defined)) or otherwise disposed of or dealt with, Hazardous Materials (as hereinafter defined) on, to or from the Properties or other assets owned by the Transaction

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Entities, the Contributed Entities or their respective subsidiaries, except for such releases as would not be reasonably likely to cause the Transaction Entities and their respective subsidiaries to incur material liability; (iii) the Transaction Entities and their subsidiaries do not intend to use the Properties or other assets owned by the Transaction Entities or their subsidiaries other than in compliance with applicable Environmental Laws, (iv) other than as described in Schedule VI hereto, none of the Transaction Entities, the Contributed Entities and their respective subsidiaries knows of any seepage, leak, discharge, release, emission, spill, or dumping of Hazardous Materials into waters (including, but not limited to, groundwater and surface water) on, beneath or adjacent to the Properties or onto lands or other assets owned by the Transaction Entities, the Contributed Entities or their respective subsidiaries from which Hazardous Materials might seep, flow or drain into such waters; (v) none of the Transaction Entities, the Contributed Entities and their respective subsidiaries has received any written notice of, or has any knowledge of any occurrence or circumstance which, with notice or passage of time or both, would give rise to a claim under or pursuant to any Environmental Law by any governmental or quasi-governmental body or any third party with respect to the Properties or the assets described in the Prospectus or arising out of the conduct of the Transaction Entities, the Contributed Entities or their respective subsidiaries, except for such claims that would not be reasonably likely to cause the Transaction Entities, the Contributed Entities and their respective subsidiaries to incur material liability and that would not require disclosure pursuant to Environmental Laws or federal or state laws regulating the issuance of securities; (vi) to the knowledge of the Transaction Entities, none of the Properties is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency (the “ EPA ”) or to the knowledge of the Transaction Entities, proposed for inclusion on any similar list or inventory issued pursuant to any other Environmental Law or issued by any other federal, state or local governmental authority having or claiming jurisdiction over the Properties and other assets described in the Prospectus.  Except as otherwise disclosed in the most recent Preliminary Prospectus or in Schedule VI hereto, to the knowledge of the Transaction Entities, there have been no and are no (i) aboveground or underground storage tanks; (ii) polychlorinated biphenyls (“ PCBs ”) or PCB-containing equipment; (iii) asbestos or asbestos containing materials; (iv) lead based paints; or (v) dry-cleaning facilities in, on, under, or about any Property owned or to be owned upon completion of the Formation Transactions by the Transaction Entities, the Contributed Entities or their respective subsidiaries.

As used herein, “ Hazardous Material ” shall include, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, toxic substances, asbestos or any hazardous material as defined by any federal, state or local environmental law, ordinance, rule or regulation including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. (S) (S) 9601-9675 (“ CERCLA ”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. (S) (S) 1801-1819, the Resource Conservation and Recovery Act, as amended, 42 U.S.C. (S) (S) 6901-K, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. (S) (S) 11001-11050, the Toxic Substances Control Act, 15 U.S.C. (S) (S) 2601-2671, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. (S) (S) 136-136y, the Clean Air Act, 42 U.S.C. (S) (S) 7401-7642, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. (S) (S) 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. (S) (S) 300f-300j-26, as any of the above statutes may be amended from time to time, and in the regulations promulgated pursuant to any of the foregoing (individually, an “ Environmental Law ” and collectively “ Environmental Laws ”).

(pp)                           None of the Transaction Entities and their subsidiaries is, and as of the applicable Delivery Date and after giving effect to the offer and sale of the Shares and the application of the proceeds therefrom as described under “Use of Proceeds” in the most recent Preliminary Prospectus none of them will be, an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

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(qq)                           The Company and each of its subsidiaries (i) make and keep accurate books and records and (ii) have established and maintain a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (C) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(rr)                                 (i) The Company and each of its subsidiaries have established and maintain disclosure controls and procedures sufficient to enable to Company to make necessary filings under the Exchange Act, (ii) such disclosure controls and procedures are designed to ensure that material information relating to the Company and its subsidiaries is accumulated and communicated to management of the Company and its subsidiaries, including their respective principal executive officers and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established.

(ss)                             Since the date of the most recent balance sheet of the Company and its consolidated subsidiaries reviewed or audited by Ernst & Young LLP, (i) the Company has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company and each of its subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company and each of its subsidiarie