Common use of Assignment of Membership Interest Clause in Contracts

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: 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:

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 Republic Park 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 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 RKB Lakeside Republic Park LLC. RKB Lakeside Republic Park 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 Manager 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, 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 RPT Presidents Parks LLC. Liberty Washington, LP By: Liberty Washingto 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 RPT Presidents Park LLC. RPT Presidents Park 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 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. RKB Lakeside 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:

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 RPB WillowWood I 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 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 RKB Lakeside RPB WillowWood I LLC. RKB Lakeside RPB WillowWood I 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 Manager RPB WillowWood II 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 RPB WillowWood II LLC. Liberty Washington, LP By: Liberty Washingto 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 Manager RPB WillowWood II LLC. RKB Lakeside Manager RPB WillowWood II LLC By: Name: Title:: 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 000 Xxxxxxx Xxxxxxx, Herndon, VA None Corporate Pointe IV 00000 Xxxx Xxxxxxx Xxxxx, Chantilly, VA None Lakeside I & II 14100 - 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX None Xxxxxx Business Park 3922 - 0000 Xxxxxx Xxxxx, Fairfax, VA None Presidents Park I 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None Presidents Park II 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None Presidents Park III 0000 Xxxxxxx Xxxxx, Xxxxxxx, XX None The Republic Building 0000 Xxx Xxxx Xxxxxx, XX, Xxxxxxxxxx, XX Xxxx Xxxxxxxx Xxxx - Xxxxxxxxx #0 -0 (xxx: Xxx Xxxxxx @ Xxxxxx Xxxxxxxxxx Xxxx) 00000 - 00000 Xxxxxx Xxxxxxxxxx Xxxxx, Xxxxxxx, XX None Republic Park - Building #8 (aka: Dulles Technology Center) 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None WillowWood I & II 10300 & 00000 Xxxxx Xxxxx, Fairfax VA None WillowWood III & IV 10304 & 00000 Xxxxx Xxxxx, Fairfax, VA None 0000 00xx Xxxxxx, XX 0000 00xx Xxxxxx, XX, Xxxxxxxxxx, XX None EXHIBIT J FORM OF ESTOPPEL CERTIFICATE

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 Xxxxxx 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 Xxxxxx 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 Xxxxxx LLC. RKB Xxxxxx 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 Willowwood LLC, a Delaware limited liability company, held by it, representing 99.9% ninety nine percent (99%) of the issued and outstanding membership interests in RKB Lakeside 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 Lakeside 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 Lakeside Willowwood LLC. RKB Lakeside Willowwood 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 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 Lakeside Willowwood Manager LLC. Liberty Washington, LP By: Liberty Washingto 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 Willowwood Manager LLC. RKB Lakeside Willowwood Manager LLC By: Name: Title: