AGREEMENT OF SALE AND PURCHASE DELAWARE RIVER PORT AUTHORITY (SELLER) LIBERTY PROPERTY LIMITED PARTNERSHIP (BUYER) PROPERTY: Block 81.05, Lot 1, Camden, New Jersey 11638 .0001.000/385967.000 TABLE OF CONTENTS Page 1. Agreement to Sell and Purchase 1 2. Purchase Price 1 3. Settlement 1 4. Condition of Title 2 5. Regresentations and Warranties 2 6. Conditions to Closing. 3 7. Settlement Deliveries 5 8. 5 9. Agportionments; Taxes 6 10. Condenmation 6 11. Default by Boxer 6 12. Default by Seller 7 13. Brokerage 7 14. Operation of the Property Prior to Settleme_n_t 7 15. . Notice 7 16. Further Assurances 9 17. Miscellaneous 9 18. Non-Disclosure 10 19. Like Kind Exchanges 11 20. Limited Liability 11 21. AS IS: WHERE IS . 12 1. Assignment Tram Rights 2 2. Miscellaneous 3 1. ALONG THE SOUTHERLY SIDE OF COOPER STREET NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 576.67 FEET TO A POINT A CORNER TO BLOCK 81.06, LOT 1.02; THENCE 9 1. Termination of the Tram Rights and Tram Easements. 2 2. Miscellaneous 2 1. ALONG THE SOUTHERLY SIDE OF COOPER STREET NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 576. 67 FEET TO A POINT A CORNER TO BLOCK 81.06, LOT 1.02; THENCE 8 EXHIBITS: LEGAL DESCRIPTION ESCROW AGREEMENT FORM OF ASSIGNMENT OF TRAM RIGHTS FORM OF TERMINATION AGREEMENT ii 11638 .0001 AGREEMENT OF SALE AND PURCHASE THIS AGREEMENT OF SALE AND PURCHASE is made this 1% day of August, 2016, between DELAWARE RIVER PORT AUTHORITY, a bi-state corporate instrumentality of the Commonwealth of and the State of New Jersey, having an address at One Port Center, Camden, New Jersey (?Seller?) and LIBERTY PROPERTY LIMITED PARTNERSHIP, a limited partnership having an address at 500 Chester?eld Parkway, Malvern, PA 19355, or its assignee or nominee (?Buyer?). This Agreement is to be effective as of the date on which this Agreement has been fully executed and delivered by Buyer and Seller (the ?Effective Date?). In consideration of the covenants and provisions contained herein, and other good and valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, the parties agree as follows: 1. Agreement to Sell and Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, subject to the terms and conditions of this Agreement, that certain tract or piece of land consisting of approximately 3.06 acres, described as Block 81.05, Lot 1, located in the City of Camden, New Jersey, and legally described on Exhibit attached hereto, being all of the property owned by Seller in that location, together with all right, title and interest of Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, in front of or abutting or adjoining such tract or piece of land and any easements and appurtenances pertaining thereto (collectively, the ?Property?). 2. Pu rehase Price. The purchase price for the Property is Eight Hundred Thousand Dollars ($800,000) (the ?Purchase Price?), payable as follows: Forty Thousand Dollars ($40,000) (such sum, together with all interest earned thereon, the ?Deposit?) by wire transfer payable to Land Services USA, Inc., 602 East Baltimore Pike, Suite 100, Media, 19063 (?Escrow Agent?) within ?ve (5) business days following the Effective Date. The Deposit shall be held, in an interest bearing, federally insured account, by Escrow Agent in accordance with the Escrow Agreement attached hereto as Exhibit (the ?Escrow Agreement?) and this Agreement pending consummation of this transaction. Any interest earned on the Deposit shall be paid to Buyer unless Seller shall be entitled to the Deposit by reason of a default by Buyer, in which case such interest shall be paid to Seller. Buyer?s Federal Tax ID. Number is 23-2766549. The balance of the Purchase Price shall be paid to Seller at Settlement (as de?ned below) by wire transfer of immediately available funds. 3. Settlement. Settlement shall be held concurrently with the closing by Buyer (or its assignee) pursuant to that certain Agreement of Sale and Purchase between Buyer, as purchaser, and C00per?s Crossing Development, LLC and MRA Ventures, LLC, as Sellers (the Agreement?). The Settlement shall occur by means of deposits and instructions with the Escrow Agent consistent with the terms, conditions and requirements of this Agreement (?Settlement?). It is agreed that the time of Settlement and the obligation of Seller to deliver the 11638 .0001 Deed at Settlement are of the essence of this Agreement. The Escrow Agent will prepare a settlement statement re?ecting the prorations and adjustments required under this Agreement (the ?Settlement Statement?). The Settlement Statement, as approved by the parties, will be executed and delivered by Buyer and Seller at Settlement. Seller and Buyer hereby designate Escrow Agent as the ?Reporting Person? for the transaction pursuant to Section 6045(6) of the Internal Revenue Code. 4. Condition of Title. Title to the Property shall be good and marketable and free and clear of all liens, restrictions, easements, encumbrances, claims or liens by contractors, subcontractors, mechanics and materialmen liens, leases, ?nancing statements or other personal property liens or encumbrances and other title objections, other than such title exceptions as may be' approved by Buyer during the Due Diligence Period, (ii) af?rmatively insured as contiguous with no gaps or gores and insurable as aforesaid at ordinary rates by the title insurance company selected by Buyer. There shall be no exception for possible mechanics liens or possible unsettled taxes of any kind against Seller or the Property. Seller shall pay and discharge all liens at or before Settlement; if Seller fails to do so, Buyer shall have the option, at its election, to pay and discharge such liens, and all such amounts paid by Buyer shall be a credit against the Purchase Price. Between the time period commencing on the Effective Date and ending on the earlier of Settlement or termination of this Agreement, Seller agrees that it will take no action to convey any interest in the Property to anyone other than Buyer. If title to the Property cannot be conveyed to Buyer at Settlement in accordance with the requirements of this Agreement for a reason other than the existence of any lien on the Property for an amount not in excess of the Purchase Price, Seller shall take appropriate action to cure the defect, and at Buyer?s option Settlement may be postponed for a reasonable time, not exceeding thirty (30) days, to permit Seller to correct the title de?ciency. If the title de?ciency is of such a nature that it is not capable of being corrected by Seller, Buyer shall have the option of taking such title as Seller can convey with abatement of the Purchase Price, or (ii) of terminating Buyer?s obligations under this Agreement and having the Deposit returned to it. 5. Representations and Warranties. Seller, to induce Buyer to enter into this Agreement and to complete the sale and purchase of the Property hereunder, represents, warrants and covenants to Buyer as follows: Seller holds fee simple title to the Property. Seller has the power and authority to enter into this Agreement and to consummate the transactions herein contemplated. There are no existing leases, whether oral or written, agreements of sale, options, tenancies, licenses or any other claims to possession affecting the Property. (0) No party has any right or option to acquire the Property or any portion thereof. Neither the execution and delivery of this Agreement, nor compliance with the terms and conditions of this Agreement by Seller, nor the consummation of the sale, 2 11638 constitutes or will constitute a violation or breach of the organizational and operating documents of Seller, or of any agreement or other instrument to which it is a party, to which it is subject or by which it is bound. The execution and delivery of this Agreement have been approved by all necessary action on the part of Seller and no further action is required on the part of Seller to consummate the transaction contemplated hereby. The cerporate of?cers executing this Agreement on behalf of Seller have all requisite authority to execute this Agreement, and this Agreement, as executed, is valid, legal and binding upon Seller. No representation, statement or warranty by Seller contained in this Agreement contains or will contain any untrue statements or omits or will omit a material fact necessary to make the statement of fact therein recited not misleading. if, after Seller?s execution hereof, any event occurs or condition exists which renders any of the representations contained herein untrue or misleading, Seller shall notify Buyer. 6. Conditions to Closing. The obligation of Buyer under this Agreement to purchase the Property from Seller is subject to the satisfaction at Settlement of each of the following conditions (any one of which may be waived in whole or in part by Buyer at or prior to Settlement): All of the representations and warranties by Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, and Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed on its part prior to or as of Settlement. (ii) Buyer shall have a period from the Effective Date through September 12, 2016 (the ?Due Diligence Period?) to conduct due diligence investigations and analysis of the Preperty and all information pertaining to the Property pursuant to the terms of that certain Right of Entry Permit, License and Indemni?cation Agreement between Buyer and Seller dated June 27, 2016 (the ?Access Agreement?). If Buyer, in its sole discretion, determines that it does not desire to acquire the Property, with or without reason, and noti?es Seller by 5:00 pm. local time in the state in which the Property is located on the last day of the Due Diligence Period of its election to terminate this Agreement, the Deposit shall be returned to Buyer, this Agreement thereupon shall become void and there shall be no further obligation or liability on either of the parties hereto. On or prior to the date of Settlement, Buyer shall have received an Assignment of Tram Rights (the ?Assignment of Tram Rights?) substantially in the form attached hereto as Exhibit and duly executed and delivered by the City of Camden Redevelopment Agency and Seller, in recordable form, in which (A) Seller assigns to the CCRA, and the CCRA assumes from Seller (1) that certain Construction Easement between the CCRA and Seller dated January 25, 2008 and recorded with the Camden County Clerk?s Of?ce (the ?Clerk?s Of?ce?) in Book 8756, Page 675, (2) that certain Permanent Easement between the CCRA and Seller dated January 25, 2008 and recorded with the Clerk?s Of?ce in ll638.0001.000/385967.000 Book 8756, Page 682Seller?s rights to construct an aerial tram, if any, pursuant to Redevelopment Agreement by and between the CCRA and Seller dated January 25, 2008 (collectively, the ?Tram Rights?), (B) Seller and CCRA terminate that certain City of Camden Redevelopment Agreement by and between the CCRA and Seller dated January 25, 2008, (C) Seller waives any and all other rights of the Seller to construct a tram on the Property and (D) the CCRA terminates any and all reversionary rights with respect to the Property. (iv) On or prior to the date of Settlement, Buyer shall have received a termination agreement (the ?Termination Agreement?) substantially in the form attached hereto as Exhibit and duly executed and delivered by the CCRA in recordable form, which terminates the Tram Rights. Liberty shall have completed closing on the acquisition under the CTC Agreement. Unless all the foregoing conditions contained in this Section 6(a) are satis?ed within the time period speci?ed, or if no time period is speci?ed, prior to or at Settlement, Buyer, at its election, may, either extend the date for Settlement until such conditions are satis?ed, or (ii) terminate this Agreement and have the Deposit refunded (proVided, however, that termination and re?lnd Of the Deposit shall not be Buyer?s exclusive remedy) or waive in Writing the satisfaction of any such conditions, in which event this Agreement shall be read as if such conditions no longer existed. The obligation of Seller under this Agreement to sell the Property to Seller is subject to the satisfaction at Settlement of each of the following conditions: In consideration of Seller?s execution and delivery of the Assignment of Tram Rights to the CCRA, at Settlement, the CCRA shall have paid to Seller, pursuant to a separate agreement between Buyer and the CCRA, the sum of Five Hundred Thousand Dollars (ii) On or prior to the date of Settlement, Seller shall have received the Assignment of Tram Rights duly executed and delivered by the CCRA in recordable form. Unless all the foregoing conditions contained in this Section 6(b) are satis?ed within the time period speci?ed, or if no time period is speci?ed, prior to or at Settlement, Seller, at its election, may, either extend the date for Settlement until such conditions are satis?ed, or (ii) terminate this Agreement, in which the Deposit shall be returned to Buyer or waive in writing the satisfaction of any such conditions, in which event this Agreement shall be read as if such conditions no longer existed. The parties acknowledge that Seller has no agreement with the CCRA regarding the above conditions and Seller shall not be responsible in any manner for the satisfaction, or non-satisfaction, by the CCRA of the conditions described above, and that the only remedy of Buyer in the event the CCRA fails to satisfy these conditions is to receive the return of the Deposit. 1 1638.000 1 .000/ 385967.000 7. Settlement Deliveries. At Settlement, Seller shall deliver to Buyer duly executed originals of the following: A special warranty deed to the Real Property duly executed and acknowledged by Seller and in proper form for recording (the ?Deed?). (ii) The Assignment of Tram Rights duly, executed and acknowledged by Seller; A written consent duly executed by Seller to the Restated Fourth Amendment to Development and Option Agreement between Camden Town Center, LLC and the New Jersey Economic Development AuthOrity in form acceptable to Buyer (the Amendment?), pursuant to which, among other things, the Tram Landing Site and Tram Parking Facility are excluded from the DRPA Development Projects and the NJEDA shall no IOngerhave any right to grant DRPA or any other Person any additional easements in connection with any DRPA Development Project (capitalized terms having the meaning given thereto in the Development and Option Agreement); (iv) A duly executed af?davit of title in favor of Buyer and Buyer?s title insurer, and, if required by such title insurance company, a gap indenmity, all in the form required by the title company suf?cient to cause the title company to provide extended coverage and insure over the so-called standard printed exceptions in the owner?s policy of title insurance to be issued to Buyer at Settlement. The signed counterpart of the Settlement Statement. (vi) Such af?davits or statements as may be required by. any governmental agency relating to transfer and similar taxes. (vii) Such other documents as reasonably may be required to consummate this transaction in accordance with this Agreement. At Settlement, Buyer shall deliver: The balance of the Purchase Price, subject to the prorations and adjustments, if any, provided for in this Agreement. (ii) A counterpart of the Settlement Statement, duly executed by Buyer. 8. Possession. Possession of the Property shall be given to Buyer at Settlement unoccupied and ?'ee of any leases and other claims to or rights of possession by delivery of the Deed. The Deed shall be prepared by Buyer at Buyer?s expense and shall be submitted to Seller for Seller?s approval prior to Settlement hereunder. 1 16381100100013 85967.000 9. Apportionments; Taxes. Real estate taxes, if any, shall be apportioned pro rata between Buyer and Seller on a per diem basis as of 12:01 A.M. on the date of Settlement. Taxes shall be apportioned based on the ?scal year of the taxing authority. Buyer shall pay the costs of the New Jersey ?Mansion Tax?, if any, imposed by applicable law. All other realty transfer taxes, if any, imposed on or otherwise arising in connection With this transaction shall be paid by Seller. Buyer shall pay all title examination and commitment fees and the premium for Buyer?s title policy. Buyer shall pay the cost of any extended coverage or endorsements to Buyer?s title policy and the fees for recording the Deed, and the closing and/or escrow fees charged by the Escrow Agent. All other costs and expenses incident to this transaction and the closing thereof not expressly provided for in this Agreement shall be allocated per local custom. Seller and Buyer acknowledge that it may be necessary for certain of the costs subject to proration under this Agreement, if any, to be based on estimates. Except as otherwise expressly provided herein, if any payments by Seller or Buyer at Settlement under this Section are based on estimates, then, when the actual amounts are ?nally determined, Seller and Buyer shall recalculate the amounts that would have been paid at Settlement based on such actual amounts, and Seller or Buyer, as the case may he, shall make an appropriate payment to the other based on such recalculation; provided, however, that neither party shall have the right to request a recalculation after the one (1) year anniversary of the date of Settlement. This provision will survive Settlement under this Agreement. 10. Condemnation. Seller covenants and warrants that Seller has not heretofore received any nOtice of any condemnation proceeding or other proceeding in the nature of eminent domain in connection with the Property. If prior to Settlement any such proceeding is commenced or any change is made, or proposed to be made, to the current means of ingress and egress to the Property or to the roads or driveways adjoining the Property, or to change such ingress or egress or to change the grade thereof, Seller agrees immediately to notify Buyer thereof. Buyer then shall have the right, at Buyer?s option, to terminate this Agreement by giving written notice to Seller within thirty (30) days after receipt of such notice, whereupon Escrow Agent shall return the Deposit to Buyer, and thereafter this Agreement shall be void and neither party shall have any further rights or obligations hereunder. If Buyer does not so terminate this Agreement, Buyer shall proceed to Settlement hereunder as if no such proceeding had commenced and will pay Seller the full Purchase Price in accordance with this Agreement; Seller shall assign to Buyer all of its right, title and interest in and to any compensation for such condemnation, Seller shall not negotiate or settle any claims for compensation prior to Settlement, and Buyer shall have the sole right (in the name of Buyer or Seller or both) to negotiate for, to agree to and to contest all offers and awards. 11. Default by Buyer. If Buyer, without the right to do so and in default of its obligations hereunder, fails to complete Settlement, the Deposit shall be paid to Seller. Such payment of the Deposit to Seller shall be deemed to be liquidated damages for Buyer?s default, it 1 [63800010008 85967.000 being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the Deposit is a reasonable estimate thereof, and the receipt of same shall be Seller?s exclusive and sole remedy, and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Buyer. 12. Default by Seller. If Seller, without the right to do so and in default of its obligations hereunder, fails to complete Settlement, the Deposit shall be returned to Buyer. In addition, Buyer may exercise any remedies available to it at law or in equity, including, but not limited to, speci?c performance; provided, however, that Buyer shall not be entitled to obtain speci?c performance of Seller?s obligations unless the CCRA satis?es the conditions set forth in Section 6(b) above, it being understood that Seller has no responsibility whatsoever for the satisfaction or non-satisfaction of such conditions by the CCRA, and that Buyer?s sole remedy if such conditions are not satis?ed will be to receive the return of the Deposit. 13. Brokerage. Buyer represents and warrants to Seller and Seller represents and warrants to Buyer that each dealt with no broker, agent, ?nder or other intermediary in connection with this sale and purchase. Seller agrees to indemnify, defend and hold Buyer harmless from and against the claims of any and all brokers and other intermediaries claiming a commission in connection with this sale. Buyer agrees to indemnify, defend and hold Seller harmless from and against any broker?s claim arising from any breach by Buyer of Buyer?s representation and warranty in this paragraph. The foregoing indemni?cation obligations of Seller and Buyer shall survive Settlement. 14. Operation of the Propertv Prior to Settlement. Prior to Settlement: . The Property shall be operated, managed and maintained in a reasonable, professional and prudent manner, and kept in reasonably good condition at all times. Seller shall notify Buyer of Seller?s receipt of any notice ?'om any party alleging that Seller is in default of its obligations under any permit or agreement affecting the Property, or any portion or portions thereof. (0) No contract for or on behalf of or affecting the Property shall be negotiated or entered into which cannot be terminated by Seller prior to Settlement without charge, cost, penalty or premium. Seller shall not enter into any leases for any portion of the Property. 15. Notice. All notices, requests and other communications under this Agreement will be in writing and will be delivered in person, (ii) by registered or certi?ed mail, return receipt requested, by recognized overnight delivery service providing positive tracking of items (for example, Federal Express), or (iv) by electronic mail, provided if (iv) a copy is sent concurrently by one of the methods described in (ii) or above, addressed as follows or at such other address of which Seller or Buyer will have given notice as herein provided: 11638 .000 If intended for Seller: Delaware River Port Authority One Port Center 2 Riverside Drive PO. Box 1949 Camden, NJ 08101-1949 Attn: John T. Hansen Email: jthanSen@drpa.org with a copy to: Delaware River Port Authority One Port Center 2 Riverside Drive P.O. Box 1949 Camden, NJ 08101-1949 Attn: Stephen M. Holden, .D. Email: sholdcn??admaorg If intended for Buyer: Liberty Property Limited Partnership 1628 John F. Kennedy Blvd., Suite 1100 Philadelphia, PA 19103 Attn: John S. Gattuso, Senior Vice President and Regional Director Email: with a copy to: Liberty Property Limited Partnership 500 Chester?eld Parkway Malvern, PA 19355 Attn: Herman Fala', General Counsel Email: and a copy to: Cozen O?Connor One Liberty Place 1650 Market Street, Suite 2800 Philadelphia, PA 19103 Attn: Elizabeth E. Kearney Email: ekearney@cozen.com l1638.0001.000/385967.000 All such notices, requests and other communications shall be deemed to have been suf?ciently given for all purposes hereof Only upon receipt by the party to whom such notice is sent. Notices by the parties may be given on their behalf by their respective attorneys. 16. Further Assurances. After Settlement, at Buyer?s sole cost and expense, Seller shall execute, acknowledge and deliver, for no further consideration, all assignments, transfers, deeds and other documents as Buyer may reasonably request to vest in Buyer and perfect Buyer?s right, title and interest in and to the Property. 17. Miscellaneous. All of the representations and warranties contained in this Agreement, all covenants, agreements and indemnities made herein, and all obligations to be performed under the provisions hereof shall survive Settlement. This Agreement shall be void and of no force or effect if not executed by Seller and delivered to Buyer or Buyer?s attorney within ?ve (5) days after execution by Buyer and delivery to Seller. (0) The captions in this Agreement are inserted for convenience of reference only and in no way de?ne, describe or limit the scope or intent of this Agreement or any of the provisions hereof. Formal tender of an executed deed and purchase money is hereby waived. (6) Buyer shall have the right, to assign this Agreement to any entity controlling, controlled by or under common control with Buyer, including, without limitation, Camden Town Center, LLC (upon the completion of closing under the CTC Agreement) (?Buyer?s Af?liate?), and upon notice from Buyer, Seller agrees to convey the Property directly to Buyer?s assignee provided that Buyer and/or assignee have ful?lled Buyer?s obligations under this Agreement. If Buyer desires to assign this Agreement to an entity that is not a Buyer?s Af?liate, such assignment shall be subject to Seller?s consent, such consent not to be unreasonably conditioned, withheld or delayed. This Agreement shall be binding upon and shall inure to the bene?t of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. This Agreement, including the exhibits attached hereto, contains the whole agreement as to the Property between Seller and Buyer and there are no other terms, obligations, covenants, representations, statements or conditions, oral or otherwise of any kind whatsoever concerning this saleand purchase. This Agreement shall not be altered, amended, changed or modi?ed except in writing executed by the parties hereto. This Agreement shall be construed in accordance with the laws of the State of New Jersey. l1638.0001.000/385967.000 Both parties to this Agreement having participated fully and equally in the negotiation and preparation hereof, this Agreement shall not be more strictly construed, or any ambiguities within this Agreement resolved, against either party hereto. 0) Any consents or approvals under or relating this Agreement may be given by electronic mail. All times speci?ed in this Agreement will be of the essence of this Agreement. If any date herein set forth for the performance of any obligations by Seller or Buyer or for the delivery of any instrument or notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery will be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein, the term ?legal holiday? means any state or federal holiday on which ?nancial institutions or post of?ces are generally closed 1n the state in which the Property 1s located. For purposes of computing any period of time speci?ed in Or relevant to performance hereunder, the day or date from which such time period 13 measured will be excluded and all other days, including holidays, will be counted. (1) If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherWise unenforceable to any extent by any court of competent jurisdiction, the remainder of this Agreement will not be affected thereby, and each term, provision, covenant or condition of this Agreement will be valid and enforceable to the fullest extent permitted by law. Seller and Buyer each hereby knoWingly and unconditionally waive any and all right to demand a jury trial in any action for the interpretation or enforcement of this Agreement. Nothing contained in this Agreement will be construed to create a partnership or joint venture between the parties or their successors in interest or permitted assigns. (0) To its knowledge, Seller and Buyer each represent to the other that it is in compliance with the regulations of the Of?ce of Foreign Assets Control of the U. S. Department of Treasury and any statute, eXecutive order, or regulation relating thereto (collectively, the Rules?), (ii) not listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order or regulation, and not a person or entity with whom a U. S. perSon is prohibited from conducting business under the OFAC Rules. This subsection 17(0) shall not apply to any person or entity to the extent that such. person?s or entity?s interest in Seller or Buyer is through a U. S. Publicly-Traded Entity. As used in this Agreement, Publicly-Traded Entity? means an entity Whose securities are listed on a national securities exchange, or quoted on an automated quotation system, in the United States, or a wholly-owned subsidiary of such entity. 18. Non-Disclos ure. 10 l1638.0001.000/385967.000 Except as set forth in subsection 18(b) below, neither party shall make public disclOsure with respect to this transaction before the Settlement except: as may be required by law, including without limitation disclosure required under securities laws or by the Securities and Exchange Commission, or by the rules of any stock exchange, or in connection with any ?ling or registration made by Liberty Property Trust (?Trust?), the sole general partner of Buyer as the issuer of publicly traded securities; and (ii) to such tenants or prospective tenants of the Property, local authorities, attorneys, accountants, present or prospective sources of ?nancing, partners, directors, of?cers, employees and representatives of either party or of such party?s advisers who need to know such information for the purpose of evaluating and consummating the transaction, including the ?nancing of the transaction; and as may be permitted speci?cally by the terms of this Agreement. Notwithstanding the provisions of Section 18(a) above, Seller shall be permitted to disclose the existence of this Agreement and the timing for Settlement hereunder, to the Camden City Parking Authority in order to terminate any existing parking arrangement affecting the Property. In addition, Seller and Buyer acknowledge that is necessary for the CCRA and the NJEDA to have knowledge of this Agreement in order for Seller and Buyer to complete the transactions contemplated by this Agreement. 19. Like Kind Exchanges; Buyer or Seller may elect to exchange the Property for other real estate of a like kind in accordance with Section 1031 of the Internal Revenue Code of 1986 as amended (the ?Code?). To the extent possible, the provisions of this Section shall be interpreted consistently with this intent. To exercise, any rights under this Section, the party electing to exchange the Property shall provide the other with a written statement stating its intent to enter into an exchange at least ?ve days prior to Settlement. Either party?s election to exchange, rather than sell or buy, the Property for other real estate of a like kind shall be at no cost or liability to the other. Should this Agreement become part of a 1031' transaction, the party electing to exchange the Property (the ?Exchanger?) hereby agrees that the other party may enforce any and all representations, warranties, covenants and other obligations of the Exchanger under this Agreement directly against Exchanger, and the other party agrees that Exchanger may enforce any and all representations, warranties, covenants and other obligations ofthe other party under this Agreement directly against the other party. 20. Limited Liability. Neither the holders of bene?cial interests nor the trustees, of?cers, employees or agents of Liberty Property Trust (the ?Trust?), the general partner of Buyer, shall be liable under this Agreement and all parties hereto shall look solely to the Trust assets for the payment of any claim or for the performance of any obligation of the Trust as a general partner of Buyer or otherwise. Neither the Commissioners, Directors, of?cers, employees or agents of Seller shall be liable under this Agreement and all parties hereto shall look solely to the Seller?s interests in the Property. 1 1 l1638.0001.000/385967.000 21. AS WHERE IS. Buyer acknowledges and agrees that it has had or will have ample opportunity to inspect the Property. Buyer agrees that at Settlement it shall accept title to the Property in its ?As Is, Where Is? physical condition, with all faults and defects, known or unknown, latent or patent. Except as expressly provided in this Agreement, Buyer shall not have the bene?t of, and is not relying upon, any statements, representations or warranties Whatsoever, oral or written, expressed or implied, made by or enforceable against Seller relating to the condition, operations, dimensions, descriptions, soil condition suitability, compliance or lack of compliance with any state, federal, county or local law, ordinance, order, permit or regulation, or any other attribute or matter of or relating to the Property, including, without limitation. ON THE FOLLOWING 12 11638.0001.000/385967.000 IN WITNESS WHEREOF, intending to be legally bound, the parties have caused this Agreement to be duly executed, under seal, as of the day and year ?rst written above. 0615\8 I 638 .000 I .000/3 85967.000 Witncs: ?st: (V SELLER: DEL AUTHORITY By: - 11c: lle: BUYER: LIBERTY PROPERTY LIMITED PARTNERSHIP 39., By: Liberty Property Tiust Sole General Partner W6 Name: MchaeiT. Ha Title: Exa 'vaj?g??r sident and Chief Investment Of?cer By: Name: William Hankowsky Title: Chairman. President and 0 [Signature Page to Agreement of Sale and Purchase] EXHIBIT LEGAL DESCRIPTION ALL that certain lot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in Camden City, County of Camden and State of New Jersey, being more particularly described as follows: Beginning at the intersection of the southerly line of Cooper Street (100 feet wide), and the westerly line of Delaware Avenue (variable width), and runs; thence (1) South 14 degrees 07 minutes 24 seconds West along said line of Delaware Avenue, a distance of 360.36 feet to the intersection of the said line of Delaware Avenue with the proposed northerly line of Market Street (80 feet wide); thence (2) North 75 degrees 51 minutes 36 seconds West along said line of Market Street, a distance of 370.49 feet to the intersection of said line of Market Street and easterly line of proposed Riverside Drive (60 feet wide); thence (3) North 14 degrees 18 minutes 26 seconds East along said line of Riverside Drive, a distance of 360.30 feet to the intersection of easterly line of said Proposed Riverside Drive and the aforementioned southerly line of proposed Cooper Street; thence (4) South 75 degrees 51 minutes 36 seconds East along said line of Cooper Street, a distance of 369.33 feet to the Point and place of Beginning. BEING Known as Lot 1, Block 81.05, on the Of?cial Tax Map of the City of Camden BEING commonly known as Riverside Drive, Camden New Jersey 1638.0001.000/385967.000 EXHIBIT ESCROW AGREEMENT WHEREAS, Delaware River Port Authority (?Seller?) by Agreement of Sale and Purchase dated Augilst 2016 (the ?Agreement?), has agreed to sell to LIBERTY PROPERTY LIMITED PARTNERSHIP (?Buyer?) certain real property located in the City of Camden, New Jersey, for the consideration therein stated, and to which Agreement this Escrow Agreement is attached as an exhibit. WHEREAS, such parties have requested Land Services USA, Inc. (?Escrow Agent?) to receive the down payment of Forty Thousand Dollars (the ?Deposit?) to be held in escrow by it and to be applied at Settlement in accordance with the Agreement. The Deposit shall be held, in an interest bearing, federally insured account. IT IS UNDERSTOOD and agreed that Escrow Agent is an escrow holder only, is merely responsible for the safekeeping of the Deposit, and shall not be required to determine questions of fact or law. Should the Agreement, in accordance with the terms thereof, be cancelled and terminated, and the liabilities of the parties thereto ended, Escrow Agent shall return the Deposit in accordance with the terms of this Agreement. In the event of a dispute, Escrow Agent is authorized to pay the Deposit into court. In the event that costs or expenses are incurred by Escrow Agent because'of litigation or otherwise, arising out of the holding of the Deposit, Escrow Agent shall be entitled to reimburse itself out of the Deposit for any reasonable costs and expenses. Escrow Agent assumes no liability for interest on the funds held. ON THE FOLLOWING B-l 1 [638.0001 THIS ESCROW AGREEMENT constitutes the entire agreement among Escrow Agent, Seller and Buyer concerning the Deposit. Dated: DELAWARE RIVER PORT AUTHORITY By: Dated: LIBERTY PROPERTY LIMITED PARTNERSHIP, Buyer By: Liberty Property Trust, Sole General Partner By: ACCEPTANCE and receipt of the Deposit is hereby acknowledged: LAND SERVICES USA, INC. By: B-2 11638 .000] EXHIBIT FORM OF ASSIGNMENT OF TRAM RIGHTS When recorded return to: Attention: ASSIGNMENT OF TRAM RIGHTS THIS ASSIGNMENT OF TRAM RIGHTS (this ?Assignment?) dated as of 2016 and intended to be effective as of 2016, by and between THE DELAWARE RIVER PORT AUTHORITY, a bi-state corporate instrumentality of the Commonwealth of and the State of New Jersey and THE CITY OF CAMDEN REDEVELOPMENT AGENCY, a public body corporate and politic DRPA and CCRA are collectively referred to herein as the ?Parties? and individually as a . RECITALS A. DRPA is the oWner of certain real property and the improvements thereon located in the City of Camden, New Jersey known and identi?ed as Block 81.05, Lot 1 on the current City of Camden Tax Map as more particularly described on Exhibit A attached hereto and incorporated herein (the Property?). B. CCRA is the owner of certain real property and the improvements thereon located in the City of Camden, New Jersey knoWn and identi?ed as Block 81.06, Lot 3.01 on the current City of Camden Tax Map as more particularly described on Exhibit attached hereto and incorporated herein (the RA Property?). C. Camden Town Center, LLC, a New Jersey limited liability company is the owner of certain real property and the improvements thereon located in the City of Camden, New Jersey known and identi?ed as Block 81.06, Lots 3.02 and 3.03 on the current City of Camden Tax Map as more particularly described on Exhibit C. attached hereto and incorporated herein (collectively, the Propertv?). D. CCRA and the DRPA entered into that certain Redevelopment Agreement dated January 25, 2008 (the ?Redevelopment Agreement?) regarding the redevelopment of the DRPA Property pursuant to which CCRA transferred the DRPA Property to DRPA to permit DRPA to develop a tram landing terminal, related facilities, and af?liated uses (collectively the ?m Improvements"). C-l 1 163 8.0001 E. To facilitate the construction of the Tram Improvements, CCRA and DRPA entered into the following easement agreements (collectively, the ?Tram Easements") which encumber portions of the CCRA Property and CTC Property. a Permanent Easement dated January 25,2008 and recorded 1n the Camden County Clerk?s Of?ce (the ?Recorder 5 Of?ce") in OR Book 8756 at Page 682, and (ii) a Construction Easement dated January 25,2008 and recorded 1n the Recorder?s Of?ce 1n OR Book 8756 at Page 675 F. In accordance with the Redevelopment Agreement, the deed transferring the DRPA Property from CCRA to DRPA dated January 25, 2008 and recorded 1n the Recorder? Of?ce in OR Book 8756, Page 668 provides CCRA with the right to cause title to the DRPA Property to revert to CCRA 1n the event the Tram Improvements are not substantially completed by December 31, 2026 (the ?Rev c11er G. right to Construct the Tram Improvements is also referenced 1n a number of other recorded and unrecorded agreements (collectively, the? Other Agreements?) including, without limitation, the Declaration of Covenants, Conditions and Restrictions recorded 1n the Recorder?s Of?ce in OR Book 5262, Page 790; (ii) the Declaration of Easements, Covenants and Restrictions dated October 28, 2003 and recorded in the Recorder?s Of?ce in OR Book 7231 at Page 1408; and the Agreement Re View Easement and Right of First Refusal dated October 16, 2002 and recorded in the Recorder?s Of?ce in Deed Book 5265, Page 483. H. To facilitate the development of the real property and the improvements thereon located on the waterfront in the City of Camden, New Jersey as more particularly described on Exhibit attached hereto and incorporated herein (the ?Waterfront Area?), DRPA has agreed to assign to CCRA, and CCRA has agreed to accept, the following rights (the ?Tram Rights?) all of rights to construct the Tram Improvements pursuant to the Redevelopment Agreement, and (ii) right, title and interest in and to the Tram Easements. I. As a result of the transfer of the Tram Rights' 1n the Redevelopment Agreement by DRPA to CCRA, the Parties desire to terminate any remaining rights and obligations in the Redevelopment Agreement. NOW THEREFORE, in consideration One Dollar and other good and valuable consideration, the receipt and suf?ciency of which are acknowledged, and intending to be legally bound, the Parties acknowledge and agree as follow: 1. Assignment Tram Rights. DRPA hereby assigns to CCRA, and CCRA hereby accepts, all of the Tram Rights. For the avoidance of doubt, the foregoing assignment is intended to transfer all of rights to Construct an aerial tram to serve the Camden and Philadelphia waterfronts, and DRPA hereby waives, releases, relinquishes and abandons any right it has to construct the aerial tram or any Tram Improvement, whether contained 1n the Other Agreements or otherwise, on any portion of the Waterfront Area. CCRA and DRPA agree that the Redevelopment Agreement is hereby permanently terminated, and neither CCRA nor DRPA shall have any ?irther rights against or liability to the other under the Redevelopment Agreement. CCRA hereby waives, releases, C-2 1 1638.0001.000/385967.000 relinquishes and abandons the Reverter and any. interest it has in the DRPA Property pursuant to the Redevelopment Agreement. 2. Miscellaneous. The Recitals are hereby incorporated in their entirety into this Assignment. This Assignment constitutes the entire agreement and understanding between the parties hereto and supersedes all prior or contemporary understandings, representations, statements and agreements, whether oral or written, regarding the subject matter contained herein. This Assignment may be executed in counterparts each of which shall be deemed to be an original and all of which, when taken together, shall constitute a single agreement. This Assignment shall be governed by and construed under the laws of the State of New Jersey. This Assignment shall inure to the bene?t of and be binding upon the parties hereto and their respective successors and assigns. This Assignment shall be recorded in the Recorder? 3 Of?ce. [Signatures begin on next page] 163 8.0001000885961000 IN WITNESS WHEREOF, the undersigned parties have caused this Assignment of Tram Rights to be executed as of the day and year ?rst above written. DELAWARE RIVER PORT AUTHORITY, a bi-state corporate instrumentality of the Commonwealth of and the State of New Jersey By: Name: Title: STATE OF . ss. COUNTY OF I CERTIFY that on 2016, personally came before me and acknowledged under oath,- to my satisfaction, that this person: is named in and personally signed this instrument; and signed, sealed and delivered this instrument as his/her act and deed in his/her capacity as of The Delaware River Port Authority, a bi-state corporate instrumentality of the Commonwealth of and the State of New Jersey. Notary Public My Commission Expires: ?63 8.0001 [Signatures continued from previous page] THE CITY OF CAMDEN REDEVELOPMENT AGENCY, a public body corporate and politic By: Name: Title: STATE OF . ss. COUNTY OF I CERTIFY that on 2016, personally came before me and acknowledged under oath, to my satisfaction, that this person: is named in and personally signed this instrument; and signed, sealed and delivered this instrument as his/her act and deed in his/her capacity as of The City of Camden Redevelopment Agency, a public body corporate and politic. Notary Public My Commission Expires: Exhibit A Description of DRPA Property Lot 1, Block 81.05 ALL that certain lot, piece or parcel of land, With the buildings and improvements thereon erected, situate, lying and being in Camden City, County of Camden and State of New Jersey, being more particularly described as follows: Beginning at the intersection of the southerly line of Cooper Street (100 feet wide), and the westerly line of Delaware Avenue (variable width), and runs; thence (1) South 14 degrees 07 minutes 24 seconds West along said line of Delaware Avenue, a distance of 360.36 feet to the intersection of the said line of Delaware Avenue with the proposed northerly line of Market Street (80 feet wide); thence (2) North 75 degrees 51 minutes 36 seconds West along said line of Market Street, a distance of 370.49 feet to the intersection of said line of Market Street and easterly line of proposed Riverside Drive (60 feet wide); thence (3) NOrth 14 degrees 18 minutes 26 secOnds East along said line of Riverside Drive, a distance of 360.30 feet to the intersection of easterly line of said Proposed Riverside Drive and the aforementioned southerly line of proposed Cooper Street; thence (4) South 75' degrees 51 minutes 36' seconds East along said line of Cooper Street, a distance of 369.33 feet to the Point and place of Beginning. BEING Known as Lot 1, BloCk 81.05, on the Of?cial Tax Map of the City of Camden BEING commonly known as Riverside Drive, Camden New Jersey l638.0001.000/385967.000 Exhibit Description of CCRA Property Lot 3.01, Block 81.06 ALL THAT CERTAIN PARCEL OR TRACT OF LAND SITUATE IN THE CITY OF CAMDEN, COUNTY OF CAMDEN, AND THE STATE OF NEW JERSEY, AS SHOWN ON A PLAN ENTITLED, WATERFRONT DEVELOPMENT LAND TITLE SURVE PREPARED BY PENNONI ASSOCIATES INC., DATED 4/25/2016, JOB NO. LIBP 1512, DRAWING V0301 AND BEING BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTHERLY SIDE OF COOPER (115 FEET WIDE) STREET WITH THE NORTHERLY SIDE OF RIVERSIDE (60 FEET WIDE) THENCE ALONG THE WESTERLY SIDE OF RIVERSIDE DRIVE, SOUTH 14 DEGREES 37 MINUTES 34 SECONDS WEST, A DISTANCE OF 360.36 FEET TO A POINT, A CORNER TO BLOCK 81.04, LOT 1.02; THENCE ALONG THE NORTHERLY LINE OF BLOCK 81.04, LOT 1.02, NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 155.12 FEET TO A POINT, A CORNER TO BLOCK 81.04, LOT 1.02; THENCE STILL ALONG THE LINE OF BLOCK 81.04, LOT 1.02, NORTH 14 DEGREES 27 MINUTES 32 SECONDS EAST, A DISTANCE OF 21.71 FEET TO A POINT, A CORNER TO BLOCK 81 .04, LOT 1.02; THENCE STILL ALONG THE LINE OF BLOCK 81.04, LOT 1.02, NORTH 74 DEGREES 16 MINUTES 28 SECONDS WEST, A DISTANCE OF 45. 90 FEET TO A POINT, A CORNER TO BLOCK 81. 06, LOT 3. 02; THENCE ALONG THE EASTERLY LINE OF BLOCK 81.06, LOT 3.02, NORTH 14 DEGREES 07 MINUTES 28 SECONDS EAST, A DISTANCE OF 337.64 FEET TO A POINT ON THE SOUTHERLY SIDE OF COOPER STREET AND A CORNER TO BLOCK 81.06, LOT 3.02; THENCE ALONG THE SOUTHERLY SIDE OF COOPER STREET, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 204.03 FEET TO THE POINT AND PLACE OF BEGINNING. 1 1638.0001.000/385967.000 Exhibit Description of CTC Property Lot 3.02, Block 81.06 ALL THAT CERTAIN PARCEL OR TRACT OF LAND SITUATE IN THE CITY OF CAMDEN, COUNTY OF CAMDEN, AND THE STATE OF NEW JERSEY, AS SHOWN ON A PLAN ENTITLED, WATERFRONT DEVELOPMENT LAND TITLE SURVE PREPARED BY PENNONI ASSOCIATES INC., DATED 4/25/2016, JOB NO. LIBP 1512, DRAWING V0301 AND BEING BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERLY SIDE OF COOPER (115 FEET WIDE), A CORNER TO BLOCK 81 .06, LOT 3 .01 SAID POINT BEING LOCATED NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 204.03 FEET FROM THE POINT OF INTERSECTION OF THE SOUTHERLY SIDE OF COOPER STREET WITH THE NORTHERLY SIDE OF RIVERSIDE (60 FEET WIDE) THENCE ALONG THE LINE OF BLOCK 81.06, LOT 3.01, SOUTH 14 DEGREES 07 MINUTES 28 SECONDS WEST, A DISTANCE OF 337.64 FEET TO A POINT ON THE LINE OF BLOCK 81.04, LOT 1.02; THENCE ALONG THE LINE OF BLOCK 81.04, LOT 1.02, NORTH 74. DEGREES 16 MINUTES 28 SECONDS WEST, A DISTANCE OF 54.97 FEET TO A POINT, A CORNER TO BLOCK 81.04, LOTS 1.02 AND 14 AND BLOCK 81.06, LOT 1.02; THENCE ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 27 DEGREES 04 MINUTES 09 SECONDS EAST, A DISTANCE OF 34.17 FEET TO A POINT, A CORNER T0 BLOCK 81.06, LOT 1.02; THENCE STILL ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 74 DEGREES 16 MINUTES 28 SECONDS WEST, A DISTANCE OF 77.98 FEET TO A THENCE STILL ALONG THE LINE OF BLOCK 81 .06, LOT 1.02, NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 189.41 FEET TO A THENCE ALONG THE LINE OF BLOCK 81 .06, LOTS 1.02 AND 3.03, NORTH 10 DEGREES 57 MINUTES 40 SECONDS EAST, A DISTANCE OF 252.21 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 3.03; THENCE 11638 .0001 ALONG THE LINE OF BLOCK 81.06, LOT 3.03, NORTH 75 DEGREES 22 MINUTES 54 SECONDS WEST, A DISTANCE OF 5.19 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 3.04; THENCE ALONG THE LINE OF BLOCK 81.06, LOT 3.04, NORTH 10 DEGREES 53 MINUTES 17 SECONDS EAST, A DISTANCE OF 49.69 FEET TO A POINT ON THE SOUTHERLY SIDE OF COOPER THENCE ALONG THE SOUTHERLY SIDE OF COOPER STREET, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 336.57 FEET TO THE POINT AND PLACE OF BEGINNING. Lot 3.03, Block 81.06 ALL THAT CERTAIN PARCEL OR TRACT OF LAND SITUATE IN THE CITY OF CAMDEN, COUNTY OF CAMDEN, AND THE STATE OF NEW JERSEY, AS SHOWN ON A PLAN ENTITLED, WATERFRONT DEVELOPMENT LAND TITLE SURVE PREPARED BY PENNONI ASSOCIATES INC., DATED 4/25/2016, JOB NO. LIBP 1512, DRAWING V0301 AND BEING BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT, A CORNER TO BLOCK 81 .06, LOT 1.02, SAID POINT BEING LOCATED THE FOLLOWING THREE (3) COURSES AND DISTANCES FROM THE POINT OF INTERSECTION OF THE SOUTHERLY SIDE OF COOPER (115 FEET WIDE) STREET WITH THE NORTHERLY SIDE OF RIVERSIDE (60 FEET WIDE) THENCE 1. ALONG THE SOUTHERLY SIDE OF COOPER STREET NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 576.67 FEET TO A POINT A CORNER TO BLOCK 81.06, LOT 1.02; THENCE 2. ALONG THE LINE OF BLOCK 81 .06, LOT 1.02, SOUTH 10 DEGREES 53 MINUTES 17 SECONDS WEST, A DISTANCE OF 49.65 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE 3. STILL ALONG THE LINE OF BLOCK 81 .06, LOT 1.02, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 22.54 FEET TO A CORNER TO BLOCK 81 .06, LOT 1.02 AND THE POINT OF THENCE ALONG THE LINE OF BLOCK 81.06, LOT 3.02 AND 3.04, SOUTH 75 DEGREES 22 MINUTES 54 SECONDS EAST, A DISTANCE OF 18.72 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 3.02; THENCE C-9 11638.0001.000/385967.000 ALONG THE LINE OF BLOCK 81.06, LOT 3.02, SOUTH 10 DEGREES 57 MINUTES 40 SECONDS WEST, A DISTANCE OF 210.44 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 75 DEGREES 22 MINUTES 54 SECONDS WEST, A DISTANCE OF 355.52 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE STILL ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 11 DEGREES 17 MINUTES 50 SECONDS EAST, A DISTANCE OF 187.40 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE STILL ALONG THE LINE OF BLOCK 81.06, LOT 1.02, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 335.64 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 10 DEGREES 57 MINUTES 40 SECONDS EAST, A DISTANCE OF 22.04 FEET TO THE POINT AND PLACE OF BEGINNING. 1 1638.0001.000/385967.000 Exhibit Description of Waterfront Area All That Certain parcel or tract of land situate in the City of Camden, County of Camden, and the State of New Jersey, as shown on a plan entitled, "Camden Waterfront Development Condominium Subdivision Plan", prepared by Pennoni Associates Inc., dated 6/24/2016, Job No. 1512, drawing V1501 and plan entitled, "Camden Aquarium Waterfront Development Roads Subdivision Plan", prepared by Schoor Depalma, dated 7/9/ 2004, Job No. 020708803, and being bounded and described as follows: Beginning at a Point intersecting the southerly right-of?way of Penn Street (60 feet wide], and the westerly right-of?way line of Delaware Avenue (60 feet wide); THENCE 1 From said Point of Beginning, along said westerly right-of-way line of Delaware Avenue, 5 14?31?04? W, a distance of 420.19 feet to a point on the southerly right?of-way line of Cooper Street (115 feet wide); THENCE 2) Along said southerly right-of-way line of Cooper Street, 75?32?28? W, a distance of 13.16 feet to a point on the westerly right-of?way line of Delaware Avenue; THENCE 3 Along said westerly right-of?way line of Delaware Avenue, 14?26'32" W, a distance of 360.36 feet to a point on the northerly right-of?way line of Market Street; THENCE 4) Along the northerly right-of?way line of Market Street, passing through the bed of Riverside Drive and along the northerly line of Lot 1.02, Block 81.04, 75?32?28? W, a distance of585.61 feet to a point, corner to Lot 1.02, Block 81.04; THENCE 5) Along the easterly line of Lot 1.0 2, Block 81.04, 14?27?32? E, a distance of 21.71 feet to a point, corner to Lot 1.02, Block 81.04; THENCE 6] Along the northerly line of Lot 1.02, Block 81.04, 74?16?28? W, a distance of 100.87 feet to a point, corner to Lot 1.02, Block 81.0 6; THENCE 7] Along the easterly line of Lot 1.02, Block 81.06 a distance of 34.17 feet to a point, corner to Lot 1.02, Block 81.06; THENCE 8 Along the northerly line of Lot 1.02, Block 81.06, a distance of 77.98 feet to a point, corner to Lot 1.0 2, Block 81.06; THENCE 9) Continuing along the northerly line of Lot 1.02, Block 81.06, a distance of 189.41 feet to a point, corner to Lot 1.02, Block 81.06; THENCE 10 Along the easterly line of Lot 1.02, Block 81.06, a distance of41.77 feet to a point, corner to Lot 1.02, Block 81.06; C-1 1 l1638.0001000/385967000 Along the northerly line of Lot 1.02, Block 81.06, a distance of 355.52 feet to a point, corner to Lot 1.02, Block 81.06; Along the easterly line of Lot 1.02, Block 81.06, a distance of 187.40 feet to a point, corner to Lot 1.02, Block 81.06; Along the southerly line of Lot 1.02, Block 81.06, a distance of 335.64 feet to a point, corner to Lot 1.02, Block 81.06; Along the easterly line of Lot 1.02, Block 81.06, a distance of 22.04 feet to a point, corner to Lot 1.02, Block 81.06; Along the northerly line of Lot 1.02, Block 81.06, a distance of 22.54 feet to a point, corner to Lot 1.02, Block 81.06; Along the easterly line of Lot 1.02, Block 81.06, a distance of 49.65 feet to a point on the southerly right-of?way line of Cooper Street; Along the southerly right-of-way line of Cooper Street, 75?32?28? E, a distance of 30.11 feet to a point; The next three courses passing through Cooper Street a distance of 3.34 feet to a point; a distance of 57.92 feet to a point; a distance of 39.03 feet to a point on the southerly line of Lot 2, Block 80; Along the southerly line of Lot 2, Block 80, a distance of 65.13 feet to a point, corner to Lot 2, Block 80; Along the easterly line of Lot 2, Block 80, a distance of 678.87 feet to a point, corner to Lot 2.02, Block 80; Along the southerly line of Lot 2.02, Block 80, a distance of 30.18 feet to a point, corner to Lot 2.02, Block 80; Along the easterly line of Lot 2.02, Block 80, a distance of 330.98 feet to a point on the southerly right-of?way line of Pearl Street (variable width]; Along the southerly right-of-way line of Pearl Street, a distance of 335.13 feet to a point, corner to Lot 1.01, Block 80; Along the westerly line of Lot 1.01, Block 80, a distance of 642.92 feet to a point on the northerly right-of?way line of Penn Street; Passing through Penn Street, a distance of 60.10 feet to a point on the southerly right-of-way line of Penn Street; 11638 .000 THENCE 30) Along the southerly right-of?way line of Penn Street, 5 7 6?15 a distance of 636. 24 feet to the Point of Beginning. C-1 3 l1638.0001.000/385967.000 EXHIBIT FORM OF TERMINATION AGREEMENT When recorded return to: Attention: TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this ennination?l) dated as of 2016 and intended to be effective as of ,2016, by and between THE CITY OF CAMDEN REDEVELOPMENT AGENCY, a public body corpOrate and politic and CAMDEN TOWN CENTER, LLC, a New Jersey limited liability company CCRA and CTC are cellectively referred to herein as the ?Iii-?g? and individually as a RECITALS A. CCRA is the owner of certain real property and the improvements thereon located in the City of Camden, New Jersey known and identi?ed as Block 81. 06, Lot 3. 01 on the current City of Camden Tax Map as more particularly described on Exhibit A attached hereto and incorporated herein (the? CC RA Property?). B. CTC is the owner of certain real property and the improvements thereon located in the City of Camden, New Jersey known and identi?ed as Block 81.06, Lots 3.02 and 3.03 on the current City Of Camden Tax Map as more particularly described on Exhibit 13 attached hereto and incorporated herein (collectively, the Property?). C. CCRA and the Delaware River Port Authority (the entered into that certain Redevelopment Agreement dated January 25,- 2008 (the ?Redevelopment Agreement") regarding construction of a tram landing terminal, related facilities, and af?liated uses (collectively the ?Tram Improvements?). D. To facilitate the construction of the Tram Improvements, CCRA and DRPA entered into the following casement agreements (collectively, the ?Tram Easements") Which encumber portions of the CCRA Preperty and CTC Property: a Permanent Easement dated January 25, 2008 and recorded in the Camden County Clerk?s Of?ce (the ?Recorder?s Office?) in OR Book 8756 at Page 682, and (ii) a Construction Easement dated January 25, 2008 and recOrded in the Recorder?s Of?ce in OR Book 8756 at Page 675. E. CCRA and DRPA entered into that certain Assignment of Tram Rights dated as of the date hereof (the ??Assignment?) whereby the DRPA transferred all of its rights to D-l construct the Tram Improvements pursuant to the Redevelopment Agreement and the Tram Easements to CCRA (collectively, the ?Tram Rights?), and (ii) DRPA and CCRA terminated the Redevelopment Agreement. F. CTC desires and intends to acquire and develop all or part of the real property and the improvements thereon located on the water?'ont in the City of Camden, New Jersey as more particularly described on Exhibit attached hereto and incorporated herein (the ?Waterfront which Waterfront Area includes, among other property, the CCRA Property and the CTC Property. G. CTC has requested and the Parties have agreed that it would be in their best interest to terminate the Tram Rights and Tram Easements in order to facilitate the development of the Waterfront Area. NOW THEREFORE, in consideration One Dollar and other good and valuable consideration, the receipt and suf?ciency of which are acknowledged, and intending to be legally bound, the Parties acknowledge and agree as follow: 1. Termination of the Tram Rightsilnd Tra_m Easements. The Parties, for themselves and their respective successors and assigns, hereby permanently terminate, extinguish and abandon the Tram Easements, and such Tram Easements shall hereafter be void and of no force or effect. CCRA hereby waives, releases, relinquishes and abandons the Tram Rights and any right it has in the construction of an aerial tram or any Tram Improvement on any portion of the Water?'ont Area. 2. Miscellaneous. The Recitals are hereby incorporated in their entirety into this Termination. This Termination constitutes the entire agreement and understanding between the Parties hereto and supersedes all prior or contemporary understandings, representations, statements and agreements, whether oral or written, regarding the subject matter contained herein. This Termination may be executed in counterparts each of which Shall be deemed to be an original and all of which, when taken together, shall constitute a single agreement. This Termination shall be governed by and construed under the laws of the State of New Jersey. (6) This Termination shall inure to the bene?t of and be binding upon the parties hereto and their respective successors and assigns. This Termination shall be recorded in the Recorder?s Of?ce. [Signatures begin on next page] D-3 11638 .0001 .000/385967000 IN WITNESS WHEREOF, the undersigned parties have caused this Termination Agreement to be executed as of the day and year ?rst above written. THE CITY OF CAMDEN REDEVELOPMENT AGENCY, a public body corporate and politic By: Name: Title: STATE OF . ss. COUNTY OF I CERTIFY that on 2016, personally came before me and acknowledged under oath, to my satisfaction, that this person: is named in and personally signed this instrument; and I signed, sealed and delivered this instrument as his/her act and deed in his/her capacity as of The City of Camden Redevelopment Agency, a public body corporate and politic. Notary Public My Commission Expires: l1638.0001.000/385967.000 [Signatures continued from previous page] CAMDEN TOWN CENTER, LLC, a New Jersey limited liability company By: Name: Titler STATE OF . ss. COUNTY OF I CERTIFY that on 2016, personally came before me and acknowledged under oath, to my satisfaction, that this person: is named in and personally signed this instrument; and signed, scaled and delivered this instrument as his/her act and deed in his/her capacity as of Camden Town Center, LLC, a New Jersey limited liability. company. Notary Public My Commission Expires: 1 Exhibit A Description of CCRA Property Lot 3.01, Block 81.06 ALL THAT CERTAIN PARCEL OR TRACT OF LAND SITUATE IN THE CITY OF CAMDEN, COUNTY OF CAMDEN, AND THE STATE OF NEW JERSEY, AS SHOWN ON A PLAN ENTITLED, WATERFRONT DEVELOPMENT LAND TITLE PREPARED BY PENNONI ASSOCIATES INC., DATED 4/25/2016, JOB N0. LIBP 1512, DRAWING V0301 AND BEING BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTHERLY SIDE OF COOPER (115 FEET WIDE) STREET WITH THE NORTHERLY SIDE OF RIVERSIDE (60. FEET WIDE) THENCE ALONG THE WESTERLY SIDE OF RIVERSIDE DRIVE, SOUTH 14 DEGREES 37 MINUTES 34 SECONDS WEST, A DISTANCE OF 360.36 FEET TO A POINT, A CORNER TO BLOCK 81.04, LOT 1.02; THENCE ALONG THE NORTHERLY LINE OF BLOCK 81.04, LOT 1.02, NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 155.12 FEET TO A POINT, A CORNER TO BLOCK 81 .04, LOT 1.02; THENCE STILL ALONG THE LINE OF BLOCK 81 .04, LOT 1.02, NORTH 14 DEGREES 27 MINUTES 32 SECONDS EAST, A DISTANCE OF 21.71 FEET TO A POINT, A CORNER TO BLOCK 81.04, LOT 1.02; THENCE STILL ALONG THE LINE OF BLOCK 81.04, LOT 1.02, NORTH 74 DEGREES 16 MINUTES 28 SECONDS WEST, A DISTANCE OF 45.90 FEET TO A POINT, A CORNER TO BLOCK 81 .06, LOT 3.02; THENCE ALONG THE EASTERLY LINE OF BLOCK 81.06, LOT 3.02, NORTH 14 DEGREES 07 MINUTES 28 SECONDS EAST, A DISTANCE OF 337.64 FEET TO A POINT ON THE SOUTHERLY SIDE OF COOPER STREET AND A CORNER TO BLOCK 81.06, LOT 3.02; THENCE ALONG THE SOUTHERLY SIDE OF COOPER STREET, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 204.03 FEET TO THE POINT AND PLACE OF BEGINNING. 116158.000] Exhibit Description of CTC Property Lot 3.02, Block 81.06 ALL THAT CERTAIN PARCEL OR TRACT OF LAND SIT UATE IN THE CITY OF CAMDEN, COUNTY OF CAMDEN, AND THE STATE OF NEW JERSEY, AS SHOWN ON A PLAN ENTITLED, WATERFRONT DEVELOPMENT LAND TITLE SURVE PREPARED BY PENNONI ASSOCIATES INC., DATED 4/25/2016, OB NO. LIBP 1512, DRAWING V0301 AND BEING BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERLY SIDE OF COOPER (115 FEET WIDE), A CORNER TO BLOCK 81.06, LOT 3.01 SAID POINT BEING LOCATED NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 204. 03 FEET FROM THE POINT OF INTERSECTION OF THE SOUTHERLY SIDE OF COOPER STREET WITH THE NORTHERLY SIDE OF RIVERSIDE (60 FEET WIDE) DRIVE, THENCE ALONG THE LINE OF BLOCK 81.06, LOT 3.01, SOUTH 14 DEGREES 07 MINUTES 28 SECONDS WEST, A DISTANCE OF 337.64 FEET TO A POINT ON THE LINE OF BLOCK 81.04, LOT 1.02; THENCE Cb) ALONG THE LINE OF BLOCK 81.04, LOT 1.02, NORTH 74 DEGREES 16 MINUTES 28 SECONDS WEST, A DISTANCE OF 5497 FEET TO A POINT, A CORNER TO BLOCK 81.04, LOTS 1.02 AND 14 AND BLOCK 81 .06, LOT 1.02; THENCE ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 27 DEGREES 04 MINUTES 09 SECONDS EAST, A DISTANCE OF 34.17 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE STILL ALONG THE LINE OF BLOCK 81 .06, LOT 1.02, NORTH 74 DEGREES 16 MINUTES 28 SECONDS WEST, A DISTANCE OF 77.98 FEET TO A THENCE STILL ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 189.41 FEET TO A THENCE ALONG THE LINE OF BLOCK 81.06, LOTS 1.02 AND 3.03, NORTH 10 DEGREES 57 MINUTES 40 SECONDS EAST, A DISTANCE OF 252.21 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 3.03; THENCE 1163 8 .0001 .000/3 85967.000 ALONG THE LINE OF BLOCK 81.06, LOT 3.03, NORTH 75 DEGREES 22 MINUTES 54 SECONDS WEST, A DISTANCE OF 5.19 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 3.04; THENCE ALONG THE LINE OF BLOCK 81 .06, LOT 3.04, NORTH 10 DEGREES 53 MINUTES 17 SECONDS EAST, A DISTANCE OF 49.69 FEET TO A POINT ON THE SOUTHERLY SIDE OF COOPER THENCE ALONG THE SOUTHERLY SIDE OF COOPER STREET, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 336.57 FEET TO THE POINT AND PLACE OF BEGINNING. Lot 3.03, Block 81.06 ALL THAT CERTAIN PARCEL OR TRACT OF LAND SITUATE IN THE CITY OF CAMDEN, COUNTY OF CAMDEN, AND THE STATE OF NEW JERSEY, AS SHOWN ON A PLAN ENTITLED, WATERFRONT DEVELOPMENT LAND TITLE PREPARED BY PENNONI ASSOCIATES INC., DATED 4/25/2016, JOB NO. LIBP 1512, DRAWING V0301 AND BEING BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT, A CORNER TO BLOCK 81.06, LOT 1.02, SAID POINT BEING LOCATED THE FOLLOWING THREE (3) COURSES AND DISTANCES FROM THE POINT OF INTERSECTION OF THE SOUTHERLY SIDE OF COOPER (115 FEET WIDE) STREET WITH THE NORTHERLY SIDE OF RIVERSIDE (60 FEET WIDE) THENCE l. ALONG THE SOUTHERLY SIDE OF COOPER STREET NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 576.67 FEET TO A POINT A CORNER TO BLOCK 81.06, LOT 1.02; THENCE 2. ALONG THE LINE OF BLOCK 81.06, LOT 1.02, SOUTH 10 DEGREES 53 MINUTES 17 SECONDS WEST, A DISTANCE OF 49.65 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE 3. STILL ALONG THE LINE OF BLOCK 81.06, LOT 1.02, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 22.54 FEET TO A CORNER TO BLOCK 81.06, LOT 1.02 AND THE POINT OF THENCE ALONG THE LINE OF BLOCK 81.06, LOT 3.02 AND 3.04, SOUTH 75 DEGREES 22 MINUTES 54 SECONDS EAST, A DISTANCE OF 18.72 FEET TO A POINT, A CORNER TO BLOCK 81 .06, LOT 3.02; THENCE 1163800010008 85967.000 ALONG THE LINE OF BLOCK 81.06, LOT 3.02, SOUTH 10 DEGREES 57 MINUTES 40 SECONDS WEST, A DISTANCE OF 210.44 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 75 DEGREES 22 MINUTES 54 SECONDS WEST, A DISTANCE OF 355.52 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE STILL ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 11 DEGREES 17 MINUTES 50 SECONDS EAST, A DISTANCE OF 187.40 FEET TO A POINT, A CORNER TO BLOCK 81 .06, LOT 1.02; THENCE STILL ALONG THE LINE OF BLOCK 81 .06, LOT 1.02, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 335.64 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 10 DEGREES 57 MINUTES 40 SECONDS EAST, A DISTANCE OF 22.04 FEET TO THE POINT AND PLACE OF BEGINNING. D-9 1 [638.000] .0003 815967.000 Exhibit Description of Waterfront Area All That Certain parcel or tract of land situate in the City of Camden, County of Camden, and the State of New jersey, as shown on a plan entitled, "Camden Waterfront Development Condominium Subdivision Plan", prepared by Pennoni Associates lnc., dated 6/24/2016, Job No. LIBP 1512, drawing V1501 and plan entitled, "Camden Aquarium Waterfront Development? Roads Subdivision Plan", prepared by Schoor Depalma, dated 7/9/2004, Job No. 020708803, and being bounded and described as follows: Beginning at a Point intersecting the southerly right-of-way of Penn Street (60 feet wide), and the westerly right-of-way line of Delaware Avenue (60 feet wide]; THENCE 1) From said Point of Beginning, along said westerly right-of?way line of Delaware Avenue, 14?31'04? W, a distance of420.19 feet to a point on the southerly right-of?way line of Cooper Street [115 feet wide]; THENCE [2 Along said southerly right?of?way line of Cooper Street, 75?32?28? W, a distance of 13.16 feet to a point on the westerly right-of?way line of Delaware Avenue; THENCE 3 Along said westerly right-of-way line of Delaware Avenue, 14?26?32" W, a distance of 360.36 feet to a point on the northerly right-of-way line of Market Street; THENCE 4 Along the northerly right-of-way line of Market Street, passing through the bed of Riverside Drive and along the northerly line of Lot 1.02, Block 81.04, 75?32?28? W, a distance of585.61 feet to a point, corner to Lot 1.02, Block 81.04; THENCE 5] Along the easterly line of Lot 1.02, Block 81.04, 14?27?32" E, a distance of 21.71 feet to a point, corner to Lot 1.02, Block 81.04; THENCE Along the northerly line of Lot 1.02, Block 81.04, 74?16'28? W, a distance of 100.87 feet to a point, corner to Lot 1.02, Block 81.06; THENCE 7] Along the easterly line of Lot 1.02, Block 81.06 a distance of 34.17 feet to a point, corner to Lot 1.02, Block 81.06; THENCE 8] Along the northerly line of Lot 1.02, Block 81.06, a distance of 77.98 feet to a point, corner to Lot 1.02, Block 81.06; THENCE 9) Continuing along the northerly line of Lot 1.02, Block 81.06, a distance of 189.41 feet to a point, corner to Lot 1.02, Block 81.06; THENCE 10 Along the easterly line of Lot 1.02, Block 81.06, a distance of 41.77 feet to a point, corner to Lot 1.02, Block 81.06; D- 10 1 Along the northerly line of Lot 1.02, Block 81.06, a distance of 355.52 feet to a point, corner to Lot 1.02, Block 81.06; Along the easterly line of Lot 1.02, Block 81.06, a distance of 187.40 feet to a point, corner to Lot 1.02, Block 81.06; Along the southerly line of Lot 1.02, Block 81.06, a distance of 335.64 feet to a point, corner to Lot 1.02, Block 81.06; Along the easterly line of Lot 1.02, Block 81.06, a distanCe of 22.04 feet to a point, corner to Lot 1.02, Block 81.06; Along the northerly line of Lot 1.02, Block 81.06, a distance of 22.54 feet to.a point, corner to Lot 1.02, Block 81.06; Along the easterly line of Lot 1.02, Block 81.06, a distance of 49.65 feet to a point on the southerly right-of?way line of Cooper Street; Along the southerly right-of?way line of Cooper Street, 75?32? 28" E, a distance of 30. 11 feet to a point; The next three (3) courses passing through Cooper Street a distance of 3.34 feet to a point; a distance of 57.92 feet to a point; a distance of 39.03 feet to a point on the southerly line of Lot 2, Block 80; Along the southerly line of Lot 2, Block 80, a distance of 65.13 feet to a point, corner to Lot 2, Block 80; Along the easterly line of Lot 2, Block 80, a distance of 678.87 feet to a point, corner to Lot 2.02, Block 80; Along the southerly line of Lot 2.02, Block 80, a distance of 30.18 feet to a point, corner to Lot 2.02, Block 80; Along the easterly line of Lot 2.02, Block 80, a distance of 330.98 feet to a point on the southerly right-of-way line of Pearl Street (variable width); Along the southerly right-of?way line of Pearl Street, a distance of 335.13 feet to a point, corner to Lot 1.01, Block 80; Along the westerly line of Lot 1.01, Block 80, a distance of 642.92 feet to a point on the northerly right-of?way line of Penn Street; Passing through Penn Street, a distance of 60.10 feet to a point on the southerly right-of-way line of Penn Street; 1638.0001000/385967000 THENCE 30 Along the southerly right-of-way line of Penn Street, 5 a distance of 636.24 feet to the Point of Beginning. I 163 8.0001000/38 5967.000 ESCROW AGREEMENT Delaware River Port Authority (?Seller?) by Agreement of Sale and Purchase dated August 2016 (the ?Agreement?), has agreed to sell to LIBERTY PROPERTY LIMITED PARTNERSHIP (?Buyer?) certain real property located in the City of Camden, New Jersey, for the consideration therein stated, and to which Agreement this Escrow Agreement is attached as an exhibit. WHEREAS, such parties have requested Land Services USA, Inc. (?Escrow Agent?) to receive the down payment 'of Forty Thousand Dollars (the ?Deposit?) to be held in escrow by it and to be applied at Settlement in accordance with the Agreement. The Deposit shall be held, in an interest bearing, federally insured account. IT IS UNDERSTOOD and agreed that Escrow Agent is an escrow holder only, is merely responsible for the safekeeping of the Deposit, and shall not be required to determine questions of fact or law. Should the Agreement, in accordance with the terms thereof, be cancelled and terminated, and the liabilities of the parties thereto ended, Escrow Agent shall return the Deposit in accordance with the terms of this Agreement. In the event of a dispute, Escrow Agent is authorized to pay the Deposit into court. In the event that costs or expenses are incurred by Escrow Agent because of litigation or otherwise, arising Out of the holding of the Deposit, Escrow Agent shall be entitled to reimburse itself out of the Deposit for any reasonable costs and expenses. Escrow Agent assumes no liability for interest on the funds held. ON THE. FOLLOWING THIS ESCROW AGREEMENT constitutes the entire agreement among Escrow Agent, Seller and Buyer concerning the Deposit. Dated: DELAWARE RIVER PORT AUTHORITY By: 4,1 Dated: LIBERTY PROPERTY LIMITED PARTNERSHIP, Buyer By: Libcrt Property Trust, Sol By; Georg 9/ J. Alburgar. Jr. President ACCEPTANCE and receipt of the Execu?w Deposit is hereby acknowledged: LAND SERVICES USA, INC. By: FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE THIS FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this ?Amendment?) is made this May of September, 2016 (the ?Effective Date?), by and between DELAWARE RIVER PORT AUTHORITY, a bi-state corporate instrumentality of the Commonwealth of and the State of New Jersey (?Seller?) and LIBERTY PROPERTY LIMITED PARTNERSHIP, a limited partnership (?Buyer?). RECITALS WHEREAS, Seller and Buyer entered into that certain Agreement of Sale and Purchase dated as of August 18, 2016 (the ?Agreement"), with respect to the purchase and sale of certain real property consisting of approximately 3.06 acres, described as Block 81.05, Lot 1, located in the City of Camden, New Jersey, as more particularly described in the Agreement; WHEREAS, pursuant to the Agreement, the Due Diligence Period expires at 5:00 pm. EST on September 12, 2016; and WHEREAS, Seller and Buyer desire to amend the Agreement to extend the Due Diligence Period upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the covenants and provisions contained herein, and other good and valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Capitalize-:1 Terms. Capitalized terms not otherwise de?ned herein shall have the same meanings as are set forth in the Agreement. 2. Due Diligence Period. The ?rst sentence of Section is hereby deleted in its entirety and replaced with the following: Buyer shall have a period from the Effective Date through October 31,? 2016 (the ?Due Diligence Period?) to conduct due diligence investigations and analysis of the Property and all information pertaining to the Property pursuant to the terms of that certain Right of Entry Permit, License and Indemni?cation Agreement between Buyer and Seller dated June 27, 2016 (the ?Access 3. Settlement. Pursuant to Section 3 of the Agreement, Settlement is to occur concurrently with the closing by Buyer (or its assignee) pursuant to that certain Agreement of Sale and Purchase between Buyer, as purchaser, and Cooper?s Crossing Development, LLC and MRA Ventures, LLC, as Sellers (the Agreement?). Liberty currently anticipates that the closing under the CTC Agreement will occur in October, 2016. 6\2 4. Miscellaneous a. This Amendment shall be binding on, and shall' inure to the bene?t of, the parties hereto and their respective successors and assigns. . b. This Amendment shall be construed in accordance with thelaws of the State of New Jersey. [Signatures follow on next page] IN WITNESS WHEREOF, the parties hereto have executed this Amendment intending it to be effective as of the day and year ?rst above written. SELLER: DELAWARE RIVER PORT AUTHORITY Name John '1 i-ir'mcgw Tltle (?kl-Ur: i: ii. (?.11th J14. Gait tr BUYER: LIBERTY PROPERTY LIMITED PARTNERSHIP By: Liberty Property Trust, its sole general partner Name: ?GhrietepheHHiapa.? Title: Executive Vice President Name: ?Chad; Hag I Title: Chief lnvestm an and [Signature page to First Amendment to Agreement of Sale and Purchase] New Jersey Economic Development Authority Camden Town Center, LLC c/o Liberty Property Limited Partnership 36 West State Street 1628 John F. Kennedy Blvd., Suite 1100 Trenton, NJ 08625 Philadelphia, PA 19103 Attention: Timothy Lizura Attn: John S. Gattuso, Senior Vice President and Regional Director November are 2016 RE: Development and Option Agreement (the ?Agreement?) between NJEDA and CTC dated October 19, 2004 (as amended from time to time, the ?Development Agreement?) regarding the development of certain real property and the improvements thereon situated in the City of Camden more particularly described in the Development Agreement (the ?Waterfront Property?) Gentlemen, We understand that NJEDA and CTC have agreed to amend Section 10 of the Development Agreement entitled Development Proiects; Transfer Agreement" which reserves to the Delaware River Port Authority (the certain rights to develop the Waterfront Property as more fully set forth therein. Please allow this letter to confirm that the DRPA has relinquished its rights and privileges to undertake the Tram Landing Site or Tram Parking Facility under the Development Agreement. On behalf of the DRPA, consent to removing the Tram Landing Site and Tram Parking Facility, as well as right to grant to DRPA or any other person additional easements in connection with any DRPA Development Project, from the Development Agreement entirely so that it no longer has any force or affect. Sincerely, DELAWARE RIVER PORT AUTHORITY, a bi-state corporate instrumentality of the Commonwealth of and the State of New Jersey Name: Joluxlj?l ?Son Title: When recorded return to: LCWX U54, Em 190.) Egalhmw Mml.? ff; Attention: {input-tat (ma-war ASSIGNMENT OF TRAM RIGHTS THIS ASSIGNMENT OF TRAM RIGHTS (this ?Assignment?) dated as of Ala-urban ax?l, 2016 and intended to be effective as of 3M5 5_ i, 2016, by and between THE DELAWARE RIVER PORT AUTHORITY, a bi-state corporate instrumentality ofthe Commonwealth of and the State of New Jersey and THE CITY OF CAMDEN REDEVELOPMENT AGENCY, a public body corporate and politic DRPA and CCRA are collectively referred to herein as the ?Parties? and individually as a ?Party?. REC ITALS A. DRPA is the owner of certain real property and the improvements thereon located in the City of Camden, New Jersey known and identi?ed as Block 81.05, Lot 1 on the current City of Camden Tax Map as more particularly described on Exhibit A attached hereto and incorporated herein (the Prepertv"). B. CCRA is the owner of certain real property and the improvements thereon located in the City of Camden, New Jersey known and identi?ed as Block 81.06, Lot 3.01 on the current City of Camden Tax Map as more particularly described on Exhibit attached hereto and incorporated herein (the RA Promrtv"). C. Camden Town Center, LLC, a New Jersey limited liability company is the owner of certain real property and the improvements thereon located in the City of Camden, New Jersey known and identi?ed as Block 81.06, Lots 3.02 and 3.03 on the current City of Camden Tax Map as more particularly described on Exhibit attached hereto and incorporated herein (collectively, the Property?!. D. CCRA and the DRPA entered into that certain Redevelopment Agreement dated January 25, 2008 (the ?Redevelopment Agreement") regarding the redevelopment of the DRPA Property pursuant to which CCRA transferred the DRPA Property to DRPA to permit DRPA to develop a tram landing terminal, related facilities, and af?liated uses (collectively the ?Tram Improvements?). E. To facilitate the construction of the Tram Improvements, CCRA and DRPA entered into the following easement agreements (collectively, the ?Tram Easements?) which encumber portions of the CCRA Property and CTC Property: a Permanent Easement dated January 25, 2008 and recorded in the Camden County Clerk?s Of?ce (the ?Recorder?s Of?ce? 74674376 in OR Book 8756 at Page 682, and (ii) a Construction Easement dated January 25, 2008 and recorded in the Recorder?s Of?ce in OR Book 8756 at Page 675. F. In accordance with the Redevelopment Agreement, the deed transferring the DRPA Property from CCRA to DRPA dated January 25, 2008 and recorded in the Recorder?s Of?ce in OR Book 8756, Page 668 provides CCRA with the right to cause title to the DRPA Property to revert to CCRA in the event the Tram Improvements are not substantially completed by December 31, 2026 (the ?Revertcr?W. G. right to construct the Tram Improvements is also referenced in a number of other recorded and unrecorded agreements (collectively, the ?Other Agreements") including, without limitation, the Declaration of Covenants, Conditions and Restrictions recorded in the Recorder?s Of?ce in OR Book 5262, Page 790; (ii) the Declaration of Easements, Covenants and Restrictions dated October 28, 2003 and recorded in the Recorder?s Of?ce in OR Book 7231 at Page 1408; and the Agreement Re View Basement and Right of First Refusal dated October 16, 2002 and recorded in the Recorder?s Of?ce in Deed Book 5265, Page 483. H. To facilitate the development of the real property and the improvements thereon located on the waterfront in the City of Camden, New Jersey as more particularly described on Exhibit attached hereto and incorporated herein (the ?Waterfront Area?), DRPA has agreed to assign to CCRA, and CCRA has agreed to accept, the following rights (the ?Tram Rights") all of rights pursuant to the Redevelopment Agreement, and (ii) right, title and interest in and to the Tram Easements. I. As a result of the transfer of the Tram Rights in the Redevelopment Agreement by DRPA to CCRA, the Parties desire to terminate any remaining rights and obligations in the Redevelopment Agreement. This does not impact any obligations the DRPA may have in any other redevelopment agreements between the CCRA and the DRPA. NOW THEREFORE, in consideration One Dollar .00) and other good and valuable consideration, the receipt and suf?ciency of which are acknowledged, and intending to be legally bound, the Parties acknowledge and agree as follow: 1. Assignment Tram Rights. DRPA hereby assigns to CCRA, and CCRA hereby accepts, all of the Tram Rights, provided in no event shall CCRA assume any obligation to construct the Tram Improvements. For the avoidance of doubt, the foregoing assignment is intended to transfer all of rights to construct an aerial tram to serve the Camden and Philadelphia waterfronts, and DRPA hereby waives, releases, relinquishes and abandons any right it has to construct the aerial tram or any Tram Improvement, whether contained in the Other Agreements or otherwise, on any portion of the Waterfront Area. CCRA and DRPA agree that the Redevelopment Agreement is hereby permanently terminated, and that all past obligations of the DRPA and to the CCRA pursuant to this Redevelopment Agreement have either been waived, released, or been satis?ed in full. Neither CCRA nor DRPA shall have any further rights, liability, ?nancial obligations, or other duties to each other under the Redevelopment Agreement. CCRA hereby waives, releases, 2 relinquishes and abandons the Reverter and any interest it has in the DRPA Property pursuant to the Redevelopment Agreement. 2. Miscellaneous. The Recitals are hereby incorporated in their entirety into this Assignment. This Assignment constitutes the entire agreement and understanding between the parties hereto and supersedes all prior or contemporary understandings, representations, statements and agreements, whether oral or written, regarding the subject matter contained herein. This Assignment may be executed in counterparts each of which shall be deemed to be an original and all of which, when taken together, shall constitute a single agreement. This Assignment shall be governed by and construed under the laws of the State of New Jersey. This Assignment shall inure to the bene?t of and be binding upon the parties hereto and their respective successors and assigns. This Assignment shall be recorded in the Recorder?s Of?ce. [Signatures begin on next page] IN WITNESS WHEREOF, the undersigned parties have caused this Assignment of Tram Rights to be executed as of the day and year ?rst above written. DELAWARE RIVER PORT AUTHORITY, a bi-state corporate instrumentality of the Commonwealth of and the State of New Jerse dig By: - Name: ?30 but T- Title: CEO STATE OF New "31: cast-ii I SS. COUNTY OF Oi. mesa :4 on lag ,2016, 53?me Ham-c?, personally came before me and acknowledged under oath, to my satisfaction, that this person: is named in and personally signed this instrument; and signed, sealed and delivered this instrument as his/her act and deed in his/her capacity as CEO of The Delaware River Port Authority, a bi-state corporate instrumentality-of the Commonwealth of and the State of New Jersey. - I 1 meal? MW- Notary Public My Commission Expires: DIANA VALENTI MORGAN Notary Public of New Jersey My Commission Expires Juno 25. 2017 [Signature Page to Assignment of Tram Rights] [Signatures continued from previous page] THE CITY OF CAMDEN REDEVELOPMENT AGENCY, a public/bodycorporate and politic Namejfl :m 11? 3? Lily" Title. 10 Mr mitt. tried 3.31111? 1 ,z 1 STATE OF 11111 LU J?jf I ?1 COUNTY ill 12016, 1 . {id personally came before me and acknowledged under oath, to my salisiaclmn. that this person: is named in and personally signed this instrument; and signed sealed and delivered? 111i instrument as his/her act and deed in his/her capacity as ii: EL r} of The City of Camden Redevelopment Agency, a public lilody corporate and politic. W) Notary Public .- . 7 1. 1res. . My EXP I [?u/lo :i DONNAM. PETTIGREW 50023105 i NOTARY PUBLIC- STATE OF NEW JERSEY COMMISSION 1 DECEMBER 11. 2020 [Signature Page to Assignment of Tram Rights] EMA. Description of DRPA Property Lot 1, Block 81.05 ALL that certain lot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in Camden City, County of Camden and State ofNew Jersey, being more particularly described as follows: Beginning at the intersection of the southerly line of Cooper Street (100 feet wide), and the westerly line of Delaware Avenue (variable width), and runs; thence (1) South 14 degrees 07 minutes 24 seconds West along said line of Delaware Avenue, a distance of 360.36 feet to the intersection of the said line of Delaware Avenue with the proposed northerly line of Market Street (80 feet wide); thence (2) North 75 degrees 51 minutes 36 seconds West along said line of Market Street, a distance of 370.49 feet to the intersection of said line of Market Street and easterly line of proposed Riverside Drive (60 feet wide); thence (3) North 14 degrees 18 minutes 26 seconds East along said line of Riverside Drive, a distance of 360.30 feet to the intersection of easterly line of said Proposed Riverside Drive and the aforementioned southerly line of proposed Cooper Street; thence (4) South 75 degrees 51 minutes 36 seconds East along said line of Cooper Street, a distance of 369.33 feet to the Point and place of Beginning. BEING Known as Lot 1, Block 81.05, on the Of?cial Tax Map of the City of Camden BEING commonly known as Riverside Drive, Camden New Jersey A-l Exhibit Description of CCRA Property Lot 3.01, Block 81.06 ALL THAT CERTAIN PARCEL OR TRACT OF LAND SITUATE IN THE CITY OF CAMDEN, COUNTY OF CAMDEN, AND THE STATE OF NEW JERSEY, AS SHOWN ON A PLAN ENTITLED, WATERFRONT DEVELOPMENT LAND TITLE PREPARED BY PENNONI ASSOCIATES INC., DATED 4/25/2016, JOB NO. LIBP 1512, DRAWING V0301 AND BEING BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTHERLY SIDE OF COOPER (1 15 FEET WIDE) STREET WITH THE NORTHERLY SIDE OF RIVERSIDE (60 FEET WIDE) THENCE 1. ALONG THE WESTERLY SIDE OF RIVERSIDE DRIVE, SOUTH 14 DEGREES 37 MINUTES 34 SECONDS WEST, A DISTANCE OF 360.36 FEET TO A POINT, A CORNER TO BLOCK 81.04, LOT 1.02; THENCE 2. ALONG THE NORTHERLY LINE OF BLOCK 81.04, LOT 1.02, NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 155.12 FEET TO A POINT, A CORNER TO BLOCK 81.04, LOT 1.02; THENCE 3. STILL ALONG THE LINE OF BLOCK 81.04, LOT 1.02, NORTH 14 DEGREES 27 MINUTES 32 SECONDS EAST, A DISTANCE OF 21.71 FEET TO A POINT, A CORNER TO BLOCK 81.04, LOT 1.02; THENCE 4. STILL ALONG THE LINE OF BLOCK 81.04, LOT 1.02, NORTH 74 DEGREES 16 MINUTES 28 SECONDS WEST, A DISTANCE OF 45.90 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 3.02; THENCE 5. ALONG THE EASTERLY LINE OF BLOCK 81.06, LOT 3.02, NORTH 14 DEGREES 07 MINUTES 28 SECONDS EAST, A DISTANCE OF 337.64 FEET TO A POINT ON THE SOUTHERLY SIDE OF COOPER STREET AND A CORNER TO BLOCK 81.06, LOT 3.02; THENCE 6. ALONG THE SOUTHERLY SIDE OF COOPER STREET, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 204.03 FEET TO THE POINT AND PLACE OF BEGINNING. Exhibit Description of CTC Property Lot 3.02, Block 81.06 ALL THAT CERTAIN PARCEL OR TRACT OF LAND SITUATE IN THE CITY OF CAMDEN. COUNTY OF CAMDEN, AND THE STATE OF NEW JERSEY, AS SHOWN ON A PLAN ENTITLED, WATERFRONT DEVELOPMENT LAND TITLE PREPARED BY PENNONI ASSOCIATES INC., DATED 4/25/20] 6, JOB NO. LIBP 1512, DRAWING V0301 AND BEING BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERLY SIDE OF COOPER (115 FEET WIDE), A CORNER TO BLOCK 81 .06, LOT 3.01 SAID POINT BEING LOCATED NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 204.03 FEET FROM THE POINT OF INTERSECTION OF THE SOUTHERLY SIDE OF COOPER STREET WITH THE NORTHERLY SIDE OF RIVERSIDE (60 FEET WIDE) THENCE l. ALONG THE LINE OF BLOCK 81.06, LOT 3.01, SOUTH 14 DEGREES 07 MINUTES 28 SECONDS WEST, A DISTANCE OF 337.64 FEET TO A POINT ON THE LINE OF BLOCK 81.04, LOT 1.02; THENCE 2. ALONG THE LINE OF BLOCK 81.04, LOT 1.02, NORTH 74 DEGREES 16 MINUTES 28 SECONDS WEST, A DISTANCE OF 54.97 FEET TO A POINT, A CORNER TO BLOCK 81 .04, LOTS 1.02 AND 14 AND BLOCK 81.06, LOT 1.02; THENCE 3. ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 27 DEGREES 04 MINUTES 09 SECONDS EAST, A DISTANCE OF 34.17 FEET TO A POINT, A CORNER TO BLOCK 81 .06, LOT 1.02; THENCE 4. STILL ALONG THE LINE OF BLOCK 81 .06, LOT 1.02, NORTH 74 DEGREES 16 MINUTES 28 SECONDS WEST, A DISTANCE OF 77.98 FEET TO A THENCE 5. STILL ALONG THE LINE OF BLOCK 81 .06, LOT 1.02, NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 189.41 FEET TO A THENCE 6. ALONG THE LINE OF BLOCK 81.06, LOTS 1.02 AND 3.03, NORTH 10 DEGREES 57 MINUTES 40 SECONDS EAST, A DISTANCE OF 252.21 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 3.03; THENCE 7. ALONG THE LINE OF BLOCK 81.06, LOT 3.03, NORTH 75 DEGREES 22 MINUTES 54 SECONDS WEST, A DISTANCE OF 5.19 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 3.04; THENCE C-l EZ01 .101 ?90' [8 H3018 Oi 8811803 ciNIOd 0i i888 :10 ciS8A(\ SGN038S 017 S8ilelW LS 8888080 01 HiflOS i01 ?90'18 H3018 :10 8NI1 8Hi 0N01V i01 s90'1?8 H3018 Oi 8811803 0i i888 :10 SGNO38S 179 ZZ $888080 SL ?170'5 GNV i01 ?90'18 H3018 :10 8NI1 8Hi 0N01V '1 f011111111088 :10 8Hi GNV i01 ?90'18 H3018 Oi 2181115103 Oi i888 80 ciSV8 SC1N038S 8K ZE $888080 SL i01 ?90'18 H3018 :10 8NI1 8Hi 0NO1V ?3 fZO'l i01 ?90'18 H3018 0i 88111103 0i i888 99617 :10 SGN038S L1 ES 88811088 01 iO1 ?90'18 H3018 :10 8NI1 8Hi 0N01V '8 i01 ?90'18 H3018 Oi 218N803 iNlOd 0i i888 :10 ?1s3m SC1N038S 8Z ZS 8888088 SL i88HiS H8d003 :10 8818 8Hi 0N01V 30N3H1 331330 (30113 1333 09) EICIISHEIAIH 30 3018 213331113011 3111 H1113 133318 (30113 133:1 910333000 :10 3013 21333111008 3111 :10 11011038331111 :10 111103 331 11033 3301111310 GNV $383000 (E) 333111 0111111101103 3111 031x001 011133 111103 GIVS 101 ?90' [8 30033 01 3311300 ?111103 1v 011111111033 5Sm0110:1 SV (188183880 (INV (180111108 0N188 CINV DNIMVHG c1811 801 A8 (188Vd88d 81i1i GNV1 N8GWV3.. N0 NMOHS SV 188881 M8N :10 8iViS 8Hi GNV :10 Ail3 8Hi NI 8in1iIS GNV1 :10 i3V?di HO iVHi 11V 9018 )13018 101 80 83V1c1 GNV 8Hi 0i i888 :10 SCIN038S 8K ZS $888088 SL ?i88HiS 8811003 :10 8818 8Hi 0NO1V '6 fi88E1iS H8d003 :10 8018 8Hi N0 0i i888 69617 :10 ciSV8 SGN038S L1 ES $888088 01 i01 ?90'18 H3018 :10 8N11 8Hi DNO1V '8 3. ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 75 DEGREES 22 MINUTES 54 SECONDS WEST, A DISTANCE OF 355.52 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE 4. STILL ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 11 DEGREES 17 MINUTES 50 SECONDS EAST, A DISTANCE OF 187.40 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE 5. STILL ALONG THE LINE OF BLOCK 81.06, LOT 1.02, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 335.64 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 102; THENCE 6. ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 10 DEGREES 57 MINUTES 40 SECONDS EAST, A DISTANCE OF 22.04 FEET TO THE POINT AND PLACE OF BEGINNING. Exhibit Description of Waterfront Area All That Certain parcel or tract ofland situate in the City of Camden, County ofCamden, and the State of New Jersey, as shown on a plan entitled, "Camden Waterfront Development Condominium Subdivision Plan", prepared by Pennoni Associates lnc., dated 6/24/2016, Job No. 1512, drawing V1501 and plan entitled, "Camden Aquarium Waterfront Development Roads Subdivision Plan", prepared by Schoor Depalma, dated 7/9/2004, Job No. 020708803, and being bounded and described as follows: Beginning at a Point intersecting the southerly right?of?way of Penn Street [60 feet wide), and the westerly right?of-way line of Delaware Avenue [60 feet wide); THENCE 1) From said Point of Beginning, along said westerly right?of-way line of Delaware Avenue, 14?31?03? W, a distance of420.19 feet to a point on the southerly right-of?way line of Cooper Street (115 feet wide); THENCE 2 Along said southerly right?of?way line of Cooper Street, 75?32?28? W, a distance of 13.16 feet to a point on the westerly right-of-way line of Delaware Avenue; THENCE 3) Along said westerly right-of?way line of Delaware Avenue, 14?26?32" W, a distance of 360.36 feet to a point on the northerly right-of-way line of Market Street; THENCE (4 Along the northerly right-of-way line of Market Street, passing through the bed of Riverside Drive and along the northerly line of Lot 1.02, Block 81.04, 75?32?28? W, a distance of585.61 feet to a point, corner to Lot 1.02, Block 81.04; THENCE 5) Along the easterly line ofLot 1.02, Block 81.04, 14?27?32? E, a distance of 21.71 feet to a point, corner to Lot 1.02, Block 81.04; THENCE 6) Along the northerly line of Lot 1.02, Block 81.04, 74?16?28? W, a distance of 100.87 feet to a point, corner to Lot 1.02, Block 81.06; THENCE 7) Along the easterly line of Lot 1.02, Block 81.06 a distance of34.17 feet to a point, corner to Lot 1.02, Block 81.06; THENCE 8) Along the northerly line ofLot 1.02, Block 81.06, a distance of 77.98 feet to a point, corner to Lot 1.02, Block 81.06; THENCE 9 Continuing along the northerly line of Lot 1.02, Block 81.06, a distance of 189.41 feet to a point, corner to Lot 1.02, Block 81.06; THENCE (10 Along the easterly line of Lot 1.02, Block 81.06, a distance of 41.77 feet to a point, corner to Lot 1.02, Block 81.06; . D-l THENCE [15 Along the northerly line of Lot 1.02, Block 81.06, a distance of355.52 feet to a point, corner to Lot 1.02, Block 81.06; Along the easterly line of Lot 1.02, Block 81.06, a distance of 187.40 feet to a point, corner to Lot 1.02, Block 81.06; Along the southerly line of Lot 1.02, Block 81.06, a distance of 335.64 feet to a point, corner to Lot 1.02, Block 81.06; Along the easterly line of Lot 1.02, Block 81.06, a distance of 22.04 feet to a point, corner to Lot 1.02, Block 81.06; Along the northerly line of Lot 1.02, Block 81.06, a distance of 22.54 feet to a point, corner to Lot 1.02, Block 81.06; Along the easterly line of Lot 1.02, Block 81.06, a distance of 49.65 feet to a point on the southerly right-of?way line of Cooper Street; Along the southerly right-of-way line of Cooper Street, 75?32?28? E, a distance of 30.11 feet to a point; The next three courses passing through Cooper Street THENCE 25] a distance of 3.34 feet to a point; a distance of 57.92 feet to a point; a distance of 39.03 feet to a point on the southerly line of Lot 2, Block 80; Along the southerly line of Lot 2, Block 80, a distance of 65.13 feet to a point, corner to Lot 2, Block 80; Along the easterly line of Lot 2, Block 80, a distance of 678.87 feet to a point, corner to Lot 2.02, Block 80; Along the southerly line of Lot 2.02, Block 80, a distance of 30.18 feet to a point, corner to Lot 2.02, Block 80; Along the easterly line of Lot 2.02, Block 80, a distance of 330.98 feet to a point on the southerly right-of-way line of Pearl Street (variable width]; Along the southerly right-of-way line of Pearl Street, a distance of335.13 feet to a point, corner to Lot 1.01, Block 80; Along the westerly line of Lot 1.01, Block 80,5 a distance of642.92 feet to a point on the northerly right-of?way line ofPenn Street; Passing through Penn Street, a distance of 60.10 feet to a point on the southerly right-of-way line of Penn Street; D-2 THENCE 28) Along the southerly right-of-way line of Penn Street, 5 a distance 0f636.24 feet to the Point of Beginning. D-3 When recorded return to: Land Services USA, Inc. 602 E. Baltimore Pike Suite 100 Media, PA 19063 Attn: Raphael Hanley TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this ?Termination"J dated as of it, 2016 and intended to be effective as of December Q-J 2016, by and between THE CITY OF CAMDEN REDEVELOPMENT AGENCY, a public body corporate and politic and CAMDEN TOWN CENTER, LLC, a New Jersey limited liability company CCRA and CTC are collectively referred to herein as the ?Parties? and individually as a ?Party". RECITALS A. CCRA is the owner of certain real property and the improvements thereon located in the City of Camden, New Jersey known and identi?ed as Block 81.06, Lot 3.01 on the current City of Camden Tax Map as more particularly described on Exhibit A attached hereto and incorporated herein (the Property?). B. CTC is the owner of ceitain real property and the improvements thereon located in the City of Camden, New Jersey known and identi?ed as Block 81.06, Lots 3.02 and 3.03 on the current City of Camden Tax Map as more particularly described on Exhibit attached hereto and incorporated herein (collectively, the Propertv?), C. CCRA and the Delaware River Port Authority (the entered into that certain Redevelopment Agreement dated January 25, 2008 (the ?Redevelopment Agreement?) regarding construction of a tram landing terminal, related facilities, and af?liated uses (collectively the ?Tram lmnrovements"). I D. To facilitate the construction of the Tram Improvements, CCRA and DRPA entered into the following easement agreements (collectively, the ?Tram Easements?) which encumber portions of the CCRA Property and CTC Property: 21 Permanent Easement dated January 25, 2008 and recorded in the Camden County Clerk?s Of?ce (the ?Recorder?s Office?) in OR Book 8756 at Page 682, and (ii) a Construction Easement dated January 25, 2008 and recorded in the Recorder?s Of?ce in OR Book 8756 at Page 675. E. CCRA and DRPA entered into that certain Assignment of Tram Rights dated as of the date hereof (the ?Assignment?: whereby the DRPA transferred all of its rights to construct the Tram Improvements pursuant to the Redevelopment Agreement and the Tram Easements to CCRA (collectively, the ?Tram Ri hts? and (ii) DRPA and CCRA terminated the Redevelopment Agreement. 4\4 F. CTC desires and intends to acquire and develop all or part of the real property and the improvements thereon located on the waterfront in the City of Camden, New Jersey as more particularly described on Exhibit attached hereto and incorporated herein (the ?Waterfront Area?) which Waterfront Area includes, among other property, the CCRA Property and the CTC Property. G. CTC has requested and the Parties have agreed that it would be in their best interest to terminate the Tram Rights and Tram Easements in order to facilitate the development of the Waterfront Area. NOW THEREFORE, in consideration One Dollar and other good and valuable consideration, the receipt and suf?ciency of which are acknowledged, and intending to be legally bound, the Parties acknowledge and agree as follow: 1. Termination of the Tram Rights and Tram Easements. The Parties, for themselves and their respective successors and assigns, hereby permanently terminate, extinguish and abandon the Tram Easements, and such Tram Easements shall hereafter be void and of no force or effect. CCRA hereby waives, releases, relinquishes and abandons the Tram Rights and any right it has in the construction of an aerial tram or any Tram Improvement on any portion of the Waterfront Area. 2. Miscellaneous. The Recitals are hereby incorporated in their entirety into this Termination. This Termination constitutes the entire agreement and understanding between the Parties hereto and supersedes all prior or contemporary understandings, representations, statements and agreements, whether oral or written, regarding the subject matter contained herein. This Termination may be executed in counterparts each of which shall be deemed to be an original and all of which, when taken together, shall constitute a single agreement. This Termination shall be governed by and construed under the laws of the State of New Jersey. This Termination shall inure to the bene?t of and be binding upon the parties hereto and their respective successors and assigns. (I) This Termination shall be recorded in the Recorder?s Office. [Signatures begin on next page] IN WITNESS WHEREOF, the undersigned parties have caused this Termination Agreement to be executed as of the day and year ?rst above written. THE CITY OF CAMDEN REDEVELOPMENT AGENCY, a public b/odyJ corporate and politic I. 1 . By: xP?A?frx?frf Name: 1 EL 1 Title; 56C STATEOFI NJYW 3776/! i? COUNTY OF 1 JW NC l/ I H2016 it' 'hflfif? ink/V personally came before me and acknowledged under oath, to my satisfaction, that this person: I SS. is named in and personally signed this instrument; and signed, sealed and delivered this as hisfher act and deed in hisfher capacity as 1.. i bf The City of Camden Redevelopment Agency, 3 public body corporate and politic. k; WjNotary Public . . 5 9 .. i My Expires. 1/1 I 10934.? DONNAM PETTIGREW COMMISSION 11 50023105 NOTARY PUBLIC-STATE 0F new 4 MY COMMISSION EXPIRES DECEMBER 11 2020 #1 [Signature Page to, Termination Agreement] [Signatures continued from previous page] CAMDEN TOWN CENTER, LLC, a New Jersey limited liability company By: CTC Parent Holdings LLC, its sole member By: LPDC Camden LLC, its managing memb/ ?it? [111/1110 63/127/ ?/r/mr?a TItle if 44w ff/WY J/mgam: 9- STATE 01:5 Ix/ggmo COUNTY OF. ?g JettJ/It/ ICERTIFY that on ?zoisf/ personally came before me and acknowledged under oath, to my sawtion that this person: is named personally signed this instrument; and . signed Eds/her, act and deed in 1 DC Camden LLC, the I lugs. LLC, the sole member of an a My Commission Expires: COMMONWEALTH OF PENNIYLVANIA NOTARIAL SEAL HARRYA. REICHNER. Notary Public City at Philadelphia Phiia. County My Commission Expires November 13. 2018 [Signature Page to Termination Agreement] Exhibit A Description of CCRA Property Lot 3.01, Block 81.06 ALL THAT CERTAIN PARCEL OR TRACT OF LAND SITUATE IN THE CITY OF CAMDEN, COUNTY OF CAMDEN, AND THE STATE OF NEW JERSEY, AS SHOWN ON A PLAN ENTITLED, WATERFRONT DEVELOPMENT LAND TITLE PREPARED BY PENNONI ASSOCIATES INC., DATED 4/25/2016, JOB NO. LIBP 1512, DRAWING V0301 AND BEING BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTHERLY SIDE OF COOPER (1 15 FEET WIDE) STREET WITH THE NORTHERLY SIDE OF RIVERSIDE (60 FEET WIDE) THENCE l. ALONG THE WESTERLY SIDE OF RIVERSIDE DRIVE, SOUTH 14 DEGREES 37 MINUTES 34 SECONDS WEST, A DISTANCE OF 360.36 FEET TO A POINT, A CORNER TO BLOCK 81.04, LOT 1.02; THENCE 2. ALONG THE NORTHERLY LINE OF BLOCK 81.04, LOT 1.02, NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 155.12 FEET TO A POINT, A CORNER TO BLOCK 81.04, LOT 1.02; THENCE 3. STILL ALONG THE LINE OF BLOCK 81 .04, LOT 1.02, NORTH 14 DEGREES 27 MINUTES 32 SECONDS EAST, A DISTANCE OF 21.71 FEET TO A POINT, A CORNER TO BLOCK 81.04, LOT 1.02; THENCE 4. STILL ALONG THE LINE OF BLOCK 81.04, LOT 1.02, NORTH 74 DEGREES 16 MINUTES 28 SECONDS WEST, A DISTANCE OF 45.90 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 3.02; THENCE 5. ALONG THE EASTERLY LINE OF BLOCK 81.06, LOT 3.02, NORTH 14 DEGREES 07 MINUTES 28 SECONDS EAST, A DISTANCE OF 337.64 FEET TO A POINT ON THE SOUTHERLY SIDE OF COOPER STREET AND A CORNER TO BLOCK 81.06, LOT 3.02; THENCE 6. ALONG THE SOUTHERLY SIDE OF COOPER STREET, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 204.03 FEET TO THE POINT AND PLACE OF BEGINNING. .. A-l mu?) Description of CTC Preperty Lot 3.02, Block 81.06 ALL THAT CERTAIN PARCEL OR TRACT OF LAND SITUATE IN THE CITY OF CAMDEN, COUNTY OF CAMDEN, AND THE STATE OF NEW JERSEY, AS SHOWN ON A PLAN ENTITLED, WATERFRONT DEVELOPMENT LAND TITLE PREPARED BY PENNONI ASSOCIATES INC., DATED 4/25/2016, JOB NO. LIBP 1512, DRAWING V0301 AND BEING BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERLY SIDE OF COOPER (115 FEET WIDE), A CORNER TO BLOCK 81.06, LOT 3.01 SAID POINT BEING LOCATED NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 204.03 FEET FROM THE POINT OF INTERSECTION OF THE SOUTHERLY SIDE OF COOPER STREET WITH THE NORTHERLY SIDE OF RIVERSIDE (60 FEET WIDE) THENCE 1. ALONG THE LINE OF BLOCK 81.06, LOT 3.01, SOUTH 14 DEGREES 07 MINUTES 28 SECONDS WEST, A DISTANCE OF 337.64 FEET TO A POINT ON THE LINE OF BLOCK 81.04, LOT 1.02; THENCE 2. ALONG THE LINE OF BLOCK 81.04, LOT 1.02, NORTH 74 DEGREES 16 MINUTES 28 SECONDS WEST, A DISTANCE OF 54.97 FEET TO A POINT, A CORNER TO BLOCK 81.04, LOTS 1.02 AND 14 AND BLOCK 81.06, LOT 1.02; THENCE 3. ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 27 DEGREES 04 MINUTES 09 SECONDS EAST, A DISTANCE OF 34.17 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE 4. THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 74 DEGREES 16 MINUTES 28 SECONDS WEST, A DISTANCE OF 77.98 FEET TO A THENCE 5. STILL ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 189.41 FEET TO A THENCE 6. ALONG THE LINE OF BLOCK 81 .06, LOTS 1.02 AND 3.03, NORTH 10 DEGREES 57 MINUTES 40 SECONDS EAST, A DISTANCE OF 252.21 FEET TO A POINT, A CORNER TO BLOCK 81 .06, LOT 3.03; THENCE 7. ALONG THE LINE OF BLOCK 81.06, LOT 3.03, NORTH 75 DEGREES 22 MINUTES 54 SECONDS WEST, A DISTANCE OF 5.19 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 3.04; THENCE B'l 8. ALONG THE LINE OF BLOCK 81 .06, LOT 3.04, NORTH 10 DEGREES 53 MINUTES 17 SECONDS EAST, A DISTANCE OF 49.69 FEET TO A POINT ON THE SOUTHERLY SIDE OF COOPER THENCE 9. ALONG THE SOUTHERLY SIDE OF COOPER STREET, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 336.57 FEET TO THE POINT AND PLACE OF BEGINNING. Lot 3.03, Block 81.06 ALL THAT CERTAIN PARCEL OR TRACT OF LAND SITUATE IN THE CITY OF CAMDEN, COUNTY OF CAMDEN, AND THE STATE OF NEW JERSEY, AS SHOWN ON A PLAN ENTITLED, WATERFRONT DEVELOPMENT LAND TITLE PREPARED BY PENNONI ASSOCIATES INC., DATED 4/25/2016, JOB NO. LIBP 1512, DRAWING V0301 AND BEING BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT, A CORNER TO BLOCK 81.06, LOT 1.02, SAID POINT BEING LOCATED THE FOLLOWING THREE (3) COURSES AND DISTANCES FROM THE POINT OF INTERSECTION OF THE SOUTHERLY SIDE OF COOPER (1 15 FEET WIDE) STREET WITH THE NORTHERLY SIDE OF RIVERSIDE (60 FEET WIDE) THENCE A. ALONG THE SOUTHERLY SIDE OF COOPER STREET NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 576.67 FEET TO A POINT A CORNER TO BLOCK 81.06, LOT 1.02; THENCE B. ALONG THE LINE OF BLOCK 81.06, LOT 1.02, SOUTH 10 DEGREES 53 MINUTES 17 SECONDS WEST, A DISTANCE OF 49.65 FEET TO A POINT, A CORNER TO BLOCK 81 .06, LOT 1.02; THENCE C. STILL ALONG THE LINE OF BLOCK 81.06, LOT 1.02, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 22.54 FEET TO A CORNER TO BLOCK 81 .06, LOT 1.02 AND THE POINT OF THENCE 1. ALONG THE LINE OF BLOCK 81.06, LOT 3.02 AND 3.04, SOUTH 75 DEGREES 22 MINUTES 54 SECONDS EAST, A DISTANCE OF 18.72 FEET TO A POINT, A CORNER TO BLOCK 81 .06, LOT 3.02; THENCE 2. ALONG THE LINE OF BLOCK 81.06, LOT 3.02, SOUTH 10 DEGREES 57 MINUTES 40 SECONDS WEST, A DISTANCE OF 210.44 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE B-2 3, ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 75 DEGREES 22 MINUTES 54 SECONDS WEST, A DISTANCE OF 355.52 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE 4. STILL ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 1 1 DEGREES 17 MINUTES 50 SECONDS EAST, A DISTANCE OF 187.40 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE 5. STILL ALONG THE LINE OF BLOCK 81.06, LOT 1.02, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 335.64 FEET TO A POINT, A CORNER TO BLOCK 81.06, LOT 1.02; THENCE 6. ALONG THE LINE OF BLOCK 81.06, LOT 1.02, NORTH 10 DEGREES 57 MINUTES 40 SECONDS EAST, A DISTANCE OF 22.04 FEET TO THE POINT AND PLACE OF BEGINNING. .1 13-3 Exhibit Description of Waterfront Area All That Certain parcel or tract ofland situate in the City ofCamden, County ofCamden, and the State of New Jersey, as shown on a plan entitled, "Camden Waterfront Development Condominium Subdivision Plan", prepared by Pennoni Associates inc., dated 6/24/2016, Job No. LIBP 1512, drawing V1501 and plan entitled, "Camden Aquarium Waterfront Development Roads Subdivision Plan", prepared by Schoor Depalma, dated 7/9/2004, Job No. 020708803, and being bounded and described as follows: Beginning at a Point intersecting the southerly right-of-way ofPenn Street (60 feet wide), and the westerly right-of?way line of Delaware Avenue [60 feet wide); THENCE (1 From said Point of Beginning, along said westerly right-of-way line of Delaware Avenue, 14?31'03? W, a distance of420.19 feet to a point on the southerly right-of?way line of Cooper Street [115 feet wide); THENCE 2) Along said southerly right-of-way line of Cooper Street, 75?32?28? W, a distance of 13.16 feet to a point on the westerly right-of?way line of Delaware Avenue; THENCE 3) Along said westerly right-of?way line of Delaware Avenue, 14?26?32" W, a distance of 360.36 feet to a point on the northerly right-of-way line of Market Street; THENCE (4) Along the northerly right-of-way line of Market Street, passing through the bed of Riverside Drive and along the northerly line of Lot 1.02, Block 81.04, 75?32?28? W, a distance of585.61 feet to a point, corner to Lot 1.02, Block 81.04; THENCE 5) Along the easterly line ofLot 1.02, Block 81.04, 14?27'32? E, a distance of 21.71 feet to a point, corner to Lot 1.02, Block 81.04; THENCE 6) Along the northerly line of Lot 1.02, Block 81.04, 74?16?28? W, a distance of 100.87 feet to a point, corner to Lot 1.02, Block 81.06; THENCE 7) Along the easterly line of Lot 1.02, Block 81.06 a distance of 34.17 feet to a point, corner to Lot 1.02, Block 81.06; THENCE 8) Along the northerly line of Lot 1.02, Block 81.06, a distance of 77.98 feet to a point, corner to Lot 1.02, Block 81.06; THENCE 9 Continuing along the northerly line of Lot 1.02, Block 81.06, a distance of 189.41 feet to a point, corner to Lot 1.02, Block 81.06; THENCE 10) Along the easterly line of Lot 1.02, Block 81.06, a distance of 41.77 feet to a point, corner to Lot 1.02, Block 81.06; C-1 THENCE [12] Along the northerly line ofLot 1.02, Block 81.06, a distance of355.52 feet to a point, corner to Lot 1.02, Block 81.06; Along the easterly line of Lot 1.02, Block 81.06, a distance of 187.40 feet to a point, corner to Lot 1.02, Block 81.06; Along the southerly line of Lot 1.02, Block 81.06, a distance of335.64 feet to a point, corner to Lot 1.02, Block 81.06; Along the easterly line of Lot 1.02, Block 81.06, a distance of 22.04 feet to a point, corner to Lot 1.02, Block 81.06; Along the northerly line of Lot 1.02, Block 81.06, a distance of 22.54 feet to a point, corner to Lot 1.02, Block 81.06; Along the easterly line of Lot 1.02, Block 81.06, a distance of 49.65 feet to a point on the southerly right-of-way line of Cooper Street; Along the southerly right-of?way line of Cooper Street, 75?32?28? E, a distance of30.11 feet to a point; The next three courses passing through Cooper Street a distance of3.34 feet to a point; a distance of 57.92 feet to a point; a distance of 39.03 feet to a point on the southerly line of Lot 2, Block 80; Along the southerly line of Lot 2, Block 80, a distance of 65.13 feet to a point, corner to Lot 2, Block 80; Along the easterly line of Lot 2, Block 80, a distance of 678.87 feet to a point, corner to Lot 2.02, Block 80; Along the southerly line of Lot 2.02, Block 80, a distance of30.18 feet to a point, corner to Lot 2.02, Block 80; Along the easterly line of Lot 2.02, Block 80, 12?24?42? E, a distance of 330.98 feet to a point on the southerly right-of?way line of Pearl Street (variable width); Along the southerly right-of-way line of Pearl Street, a distance of 335.13 feet to a point, corner to Lot 1.01, Block 80; Along the westerly line of Lot 1.01, Block 80, a distance of 642.92 feet to a point on the northerly right-of?way line of Penn Street; Passing through Penn Street, a distance of60.10 feet to a point on the southerly right-of?way line of Penn Street; C-2 THENCE [28) Along the southerly right-of?way line of Penn Street, a distance of636.24 feet to the Point ofBeginning. C-3 ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE AND PURCHASE THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT SALE AND PURCHASE (this "Assignment"1 is made and entered into as ol'the A: day of Pig b: 20l6 by and between Liberty Property Limited Partnership, a limited partnership i?Assignor"g, and Camden Town Center. LLC. a New Jersey limited liability company {*?Assi nee" WHEREAS, Assignor, as buyer. entered into that certain Agreement of Sale and Purchase dated August 17, 2016 (as amended. the ?Agreement?: with the Delaware River Port Authority. as seller, for the acquisition of certain real property and the improvements thereon located in the City of Camden, New Jersey known and identified as Block 81.05, Lot 1 on the current City of Camden Tax Map, as more particularly set forth in the Agreement, and WHEREAS, Assignor wishes to assign to Assignee all of Assignor?s rights under the Agreement, and Assignee wishes to accept such assignment and assume the obligations of Assignor as buyer thereunder. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns to Assignee all of Assignor's right, title and interest in and to the Agreement. By executing this Assignment, Assignee hereby accepts the assignment, and assumes the obligations. of the Assignor set forth in the Agreement. [Signatures follow on next page] lN WHEREOF. Assignor and Assignee have caused this Assignment and Assumption of Agreement of Sale and Purchase to be executed as ofthe date and year ?rst set forth herein. LIBERTY PROPERTY LIMITED PARTNERSHIP. a limited partnership By: Liberty Property Trust, its sole general partner John S. Gattuso ASSIGNEE: CAMDEN TOWN CENTER, LLC, a New Jersey limited liability company By: CTC Parent Holdings LLC, its sole member By: LPDC Cam I LLC, 'ts managing member By: Mirth e: 3. S.Gattu 333?; g; [Assignment and Assumption of Agreement of Sale and Purchase Block 81.05 Lot 1] DEED DELAWARE RIVER PORT AUTHORITY, a Bi-State Instrumentality of the Commonwealth of and the State of New Jersey Grantor TO CAMDEN TOWN CENTER, LLC, a New Jersey limited liability company Grantee Dated: 1g .. ,2016 Record and Return to: Land Services USA, Inc. 602 E. Baltimore Pike Suite 100 Media, PA 19063 Attn: Raphael Hanley 11638000] Prepared By: g; E7 Cozen O?Connor One Liberty Place, Suite 2800 1650 Market Street Philadelphia, PA 19103 This Deed is made on 2016, effective as of a; 2016. BETWEEN DELAWARE RIVER PORT AUTHORITY, a Bi-State Instrumentality of the Commonwealth of and the State of New Jersey, having an address at One Port Center, 2 Riverside Drive, PO. Box 1949, Camden, New Jersey 08101(referred to as the Grantor), AND CAMDEN TOWN CENTER, LLC, a New Jersey limited liability company, whose address is do Liberty Property Limited Partnership, 1628 John F. Kennedy Boulevard, Suite 1 100, Philadelphia, 19103 (referred to as the Grantee). Transfer of Ownership. The Grantor grants and conveys (transfers ownership of) the property described below to the Grantee. This transfer is made for the sum of ONE DOLLAR The Grantor acknowledges receipt of this money. Tax Map Reference. Municipality ofthe City of Camden, Block No. 81.05, Lot No. 1. Property. The property consists of the land and all the buildings and structures on the land in the City of Camden, County of Camden and State of New Jersey. The legal description is more fully described on Exhibit attached hereto and made a part hereof. UNDER AND SUBJECT to matters of record, to the extent valid and enforceable and still applicable to the above described premises. Promises by Grantors. The Grantor promises that the Grantor has done no act to encumber the property described on Exhibit as Premises except as stated above. This promise is called a "covenant as to grantor's acts" (N .J This promise means that, except as stated above, the Grantor has not allowed anyone else to obtain any legal rights which affect the property (such as by making a mortgage or allowing a judgment to be entered against the Grantor). Quitelaim. The Grantor also quitclaims, remises and releases all of the Grantor?s right, title and interest, if any, in and to the property described on Exhibit as Premises to the Grantee. The Grantor makes no promises as to ownership or title, but simply transfers whatever interest the Grantor has to the Grantee. 1638 0001 Signatures. The Grantor signs this Deed as of the date at the top of the ?rst page. DELAWARE RIVER PORT AUTHORITY, a Bi-State Instrumentality of the Commonwealth of and the State of New Jersey By: . ame: ., Title: 06.79 STATE OF New 3 SS. COUNTY OF QR k3 I CERTIFY that on ?38 . 2016, John T. Runyon personally came before me and stated to my satisfaction that this person: was the maker of the attached Deed; was authorized to and did execute this Deed as the Q13 0 of The Delaware River Port Authority, the entity named in this deed; this deed was made for One Dollar as the full and actual consideration paid or to be paid for the transfer oftitle. (Such consideration is defined in N.J.S.A. and executed this Deed as the act of the entity. 3 ?ll?silk; Notary Public 3 My Commission Expires: DIANA VALENTI MORGAN Notary Public of New Jersey My Commission Expires June 25, 2017 [Signature Page to Bargain and Sale Deed] EXHIBIT PREMISES A ALL THAT CERTAIN lot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in Camden City, County of Camden and State of New Jersey, being more particularly described as follows: Beginning at the intersection of the southerly line of Cooper Street (100 feet wide), and the westerly line of Delaware Avenue (variable width), and runs; thence (1) South 14 degrees 07 minutes 24 seconds West along said line of Delaware Avenue, a distance of 360.36 feet to the intersection of the said line of Delaware Avenue with the proposed northerly line of Market Street (80 feet wide); thence (2) North 75 degrees 51 minutes 36 seconds West along said line of Market Street, a distance of 370.49 feet to the intersection of said line of Market Street and easterly line of proposed Riverside Drive (60 feet wide); thence (3) North 14 degrees 18 minutes 26 seconds East along said line of Riverside Drive, a distance of 360.30 feet to the intersection of easterly line of said Proposed Riverside Drive and the aforementioned southerly line of proposed COOper Street; thence (4) South 75 degrees 51 minutes 36 seconds East along said line of Cooper Street, a distance of 369.33 feet to the Point and place of Beginning. BEING the same premises which The City of Camden Redevelopment Agency, a Public Body Corporate and Politic of the State of New Jersey, by Deed dated January 25, 2008 and recorded in the Camden County Clerk?s Of?ce on January 29, 2008 in Deed Book 8756, Page 0668, File No. 2008007839, granted and conveyed unto Delaware River Port Authority, a Bi-State Instrumentality of the Commonwealth of and the State of New Jersey, in fee. PREMISES ALL THAT CERTAIN PARCEL OR TRACT OF LAND SITUATE IN THE CITY OF CAMDEN, COUNTY OF CAMDEN, AND THE STATE OF NEW JERSEY, AS SHOWN ON A PLAN ENTITLED, WATERFRONT DEVELOPMENT LAND TITLE PREPARED BY PENNONI ASSOCIATES INC., DATED 4/25/2016, REVISED 8/19/2016, JOB NO. LIBP 1512, DRAWING V0301 AND BEING BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTHERLY SIDE OF COOPER (1 15 FEET WIDE) STREET WITH THE WESTERLY SIDE OF DELAWARE (VARIABLE WIDTH) THENCE A-l I 1638,000l I . ALONG THE WESTERLY SIDE OF DELAWARE AVENUE, SOUTH 14 DEGREES 26 MINUTES 32 SECONDS WEST, A DISTANCE OF 360.36 FEET TO A POINT ON THE NORTHERLY SIDE OF MARKET STREET (80 FEET THENCE 2. ALONG THE NORTHERLY SIDE OF MARKET STREET, NORTH 75 DEGREES 32 MINUTES 28 SECONDS WEST, A DISTANCE OF 370.49 FEET TO A POINT ON THE EASTERLY SIDE OF RIVERSIDE DRIVE (80 FEET THENCE 3. ALONG THE EASTERLY SIDE OF RIVERSIDE DRIVE, NORTH 14 DEGREES 37 MINUTES 34 SECONDS EAST, A DISTANCE OF 360.36 FEET TO A POINT ON THE SOUTHERLY SIDE OF COOPER THENCE 4. ALONG THE SOUTHERLY SIDE OF COOPER STREET, SOUTH 75 DEGREES 32 MINUTES 28 SECONDS EAST, A DISTANCE OF 369.33 FEET TO THE POINT AND PLACE OF CONTAINING 133,300 SQUARE FEET OR 3.0601 ACRES OF LAND, MORE OR LESS. I 163 8.0001 AFFIDAVIT OF TITLE Sale of Property STATE OF NEW JERSEY s. COUNIY OF Cmden The undersigned, being the Chief Executive Of?cer of the Delaware River Port Authority (the says under oath: l. 2. Representations. The statements in this affidavit are true to the best of my knowledge, information and belief. Property. The subject ofthis a?idavit is real property (hereinafter "the Property") located at: Block BLUE. Lot l. Camden. NJ. Individual. The undersigned is a citizen ofthe United States, at least [8 years old and fully familiar with the business of the DRPA. The DRPA has of?ces located One Port Center, 2 Riverside Drive, Camden, NJ 08101?l949. Authority. The Property is to be sold by the DRPA to Camden Town Center, LLC. hereinafter the "Buyer." This action and the making ofthis affidavit oftitle have been duly authorized by the DRPA pursuant to DRPA Resolution l?-044. Ownership and Possession. The DRPA is the only owner of the Pr0perty. Since then, no one has questioned its right to ownership or possession. The DRPA is in possession of the Property. There are no tenants or other occupants. There are tenants or other occupants of the Pr0perty and a list of said tenants is attached hereto as Schedule I. Except for its agreements with the Buyer, the DRPA has not signed any contracts to sell the Property. [t has not given anyone else any rights concerning the purchase or lease ofthe Property. Improvements. No additions, alterations or improvements are now being made or have been made to the Property since All charges for municipal improvements such as curbs. sidewalks, sewers or similar improvements bene?ting the Property have been paid in full. No building, addition, extension or alteration on the Property has been made or worked on within the past four months. The undersigned is not aware that anyone has ?led or intends to ?le a mechanic's lien relating to the Pr0perty. No one has noti?ed the undersigned that money is due or owing for construction, alteration or repair work on the Property. Liens or Eneumbrances. The DRPA has not allowed any interests (legal rights) to be created that affect its ownership or use of the Property. No other persons have legal rights in the Property, except the rights of utility companies to use the Property along the road or for the purpose of serving the Property. The DRPA is not a party to any pending lawsuit, judgment or other legal obligation that may be enforced against the Property. It does not owe any disability, unemployment, social security, municipal or alcoholic beverage tax payments. No bankruptcy or insolvency proceedings have been started by or against the DRP A, nor has it ever been declared bankrupt. No one has any security interest in any personal property or ?xtures included in this transaction. Liens and Mortgages. The following is a complete list of liens and mortgages that are not being paid off as a result of this sale: We have been advised that recognizances and/or abstracts of recognizances of bail are not being indexed among the records of the Camden County Clerk/Register's of?ce and that title insurer(s) and/or mortgagee(s) will rely on the truthfulness ofthis statement. We hereby certify that there are no recogn izances ?led against the DRPA or any member thereofas either principal or surety on the Property that is the subject .of this transaction. There are no unpaid ?nes or surcharges levied against the DRPA by the Division of Motor Vehicles. File No 8. Reliance. This affidavit is made to induce Buyer to purchase the Property. We are aware that Buyer and Buyer's mortgage lenders, title insurers and others will rely on the statements made in this af?davit and on its truthfulness. DELAWARE RIVER PORT AUTHORITY, a bi-state corporate instrumentalii} ofthe L'ommonw alth and the State ofNew Signed and sworn to before me on [a l? (a g! Id??j/L?g?ggaL Notary Public DIANA VALENTI MORGAN Notary Public of New Jersey Commission Expires June 25, 2017 DELAWARE RIVER PORT AUTHORITY, a bi?state corporate instrumentality of the Commonwealth of and the State of New Jer By: . - Nam Hih??wm CED [Signature Page to Settlement Statement] CAMDEN TOWN CENTER, LLC, a New Jersey limited liability company By: CTC Parent Holdings LLC, its sole member By: LPDC Camden LLC, its managing ber By: m1 Name: Johi-i S. Gattuso wmmamm [Signature Page to Settlement Statement] CITY OF CAMDEN REDEVELOPMENT AGENCY, a public body corporate and politic of the State of New Jersey7 Name: Fi?Jw?L/Sre?g? Lin. (F Title: v' 1/ . (1151?: F0 Flagrant? Sgn?f' Date: . (Valli- [Signature Page to Settlement Statement] DELAWARE RIVER PORT AUTHORITY, a bi-state corporate instrumentality of the Commonwealth of and the State of [Signature Page to Settlement Statement] CAMDEN TOWN CENTER, LLC. a New Jersey limited liability company By: CTC Parent Holdings LLC, its sole member By: LPDC Camden LLC, its managing 1 her ?3 Na: . S. Gattuso Title: [Signature Page to Settlement Statement]