<PAGE>
                                                                   EXHIBIT 10.23

                                      THIRD

                       AMENDED AND RESTATED LOAN AGREEMENT

                                     between

                         CT OPERATING PARTNERSHIP, L.P.,

                                   as Borrower

                            The Lenders Party Hereto

                                   as Lenders

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION

                             as Administrative Agent

                           Date: As of March __, 2002


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                                TABLE OF CONTENTS
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<CAPTION>


                                                                                      Page No.
                                                                                      --------

<S>            <C>                                                                     <C>
ARTICLE 1      CERTAIN DEFINITIONS...........................................................2

Section 1.1    Certain Definitions...........................................................2
Section 1.2    Types of Loan................................................................28

ARTICLE 2      LOAN TERMS...................................................................28

Section 2.1    The Commitments, Loans and Notes.............................................28
Section 2.2    Letters of Credit............................................................31
Section 2.3    Funding of Borrowings........................................................35
Section 2.4    Interest Elections...........................................................35
Section 2.5    Termination and Reduction of Commitments.....................................37
Section 2.6    Interest Rate; Late Charge...................................................37
Section 2.7    Terms of Payment.............................................................38
Section 2.8    Security.....................................................................39
Section 2.9    Release of Project...........................................................39
Section 2.10   Payments; Pro Rata Treatment; Etc............................................40
Section 2.11   Yield Protection; Etc........................................................43
Section 2.12   Borrowing Base Determination.................................................49
Section 2.13   Fees.........................................................................51

ARTICLE 3      INSURANCE, CONDEMNATION, AND LOCKBOX ACCOUNT.................................52

Section 3.1    Insurance....................................................................52
Section 3.2    Use and Application of Insurance Proceeds....................................54
Section 3.3    Condemnation Awards..........................................................55
Section 3.4    Lockbox Accounts.............................................................56

ARTICLE 4      ENVIRONMENTAL MATTERS........................................................58

Section 4.1    Certain Definitions..........................................................58
Section 4.2    Representations and Warranties on Environmental Matters......................59
Section 4.3    Covenants on Environmental Matters...........................................59
Section 4.4    Allocation of Risks and Indemnity............................................60
Section 4.5    No Waiver....................................................................60

ARTICLE 5      LEASING MATTERS..............................................................60

Section 5.1    Representations and Warranties on Leases.....................................60
Section 5.2    Standard Lease Form; Approval Rights.........................................61
Section 5.3    Covenants....................................................................62
Section 5.4    Tenant Estoppels.............................................................62

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                                       i
<PAGE>

<TABLE>


<S>            <C>                                                                      <C>
ARTICLE 6      REPRESENTATIONS AND WARRANTIES...............................................63

Section 6.1    Organization and Power.......................................................63
Section 6.2    Validity of Loan Document....................................................64
Section 6.3    Liabilities; Litigation; Other Secured Loan Transactions.....................64
Section 6.4    Taxes and Assessments........................................................65
Section 6.5    Other Agreements; Defaults...................................................65
Section 6.6    Compliance with Law..........................................................65
Section 6.7    Location of Borrower.........................................................65
Section 6.8    ERISA........................................................................65
Section 6.9    Margin Stock.................................................................66
Section 6.10   Tax Filings..................................................................66
Section 6.11   Solvency.....................................................................66
Section 6.12   Full and Accurate Disclosure.................................................66
Section 6.13   Properties...................................................................67
Section 6.14   Management Agreement.........................................................68
Section 6.15   REIT Status..................................................................69
Section 6.16   Ownership of Projects and Property...........................................69

ARTICLE 7      FINANCIAL REPORTING NOTIFICATION REQUIREMENTS................................69

Section 7.1    Financial Statements.........................................................69
Section 7.2    Notices of Material Event....................................................71
Section 7.3    Audits.......................................................................74

ARTICLE 8      COVENANTS....................................................................74

Section 8.1    Cash Sales...................................................................74
Section 8.2    Taxes; Charges...............................................................75
Section 8.3    Project Management...........................................................76
Section 8.4    Operation; Maintenance.......................................................76
Section 8.5    Taxes on Security............................................................76
Section 8.6    Legal Existence; Name, Etc...................................................76
Section 8.7    [Reserved]...................................................................77
Section 8.8    Books and Records; Inspection Rights.........................................77
Section 8.9    Further Assurances...........................................................77
Section 8.10   [Reserved]...................................................................77
Section 8.11   Payment of Obligations.......................................................78
Section 8.12   Indemnification..............................................................78
Section 8.13   Compliance with Laws.........................................................78
Section 8.14   Use of Proceeds and Letters of Credit........................................78
Section 8.15   Ownership of Projects and Properties.........................................79

ARTICLE 9      EVENTS OF DEFAULT............................................................79

Section 9.1    Payments.....................................................................79
Section 9.2    [Reserved]...................................................................79

</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>            <C>                                                                     <C>
Section 9.3    Financial Covenants..........................................................79
Section 9.4    [Reserved]...................................................................79
Section 9.5    Sale, Encumbrance, Etc.......................................................79
Section 9.6    Representations and Warranties...............................................79
Section 9.7    [Reserved]...................................................................80
Section 9.8    Involuntary Bankruptcy or Other Proceeding...................................80
Section 9.9    Voluntary Petitions, Etc.....................................................80
Section 9.10   Default under Material Indebtedness..........................................80
Section 9.11   Judgments....................................................................80
Section 9.12   ERISA Event..................................................................81
Section 9.13   Change in Control............................................................81
Section 9.14   Material Adverse Event.......................................................81
Section 9.15   REIT Status..................................................................81
Section 9.16   Merger.......................................................................81
Section 9.17   Environmental Event..........................................................81
Section 9.18   [Reserved]...................................................................81
Section 9.19   Covenants....................................................................82

ARTICLE 10     REMEDIES.....................................................................82

Section 10.1   Remedies - Insolvency Events.................................................82
Section 10.2   Remedies - Other Events......................................................82
Section 10.3   Lender's Right to Perform the Obligations....................................82

ARTICLE 11 MISCELLANEOUS....................................................................83

Section 11.1   Notices......................................................................83
Section 11.2   Amendments, Waivers, Etc.....................................................84
Section 11.3   Limitation on Interest.......................................................84
Section 11.4   Invalid Provisions...........................................................85
Section 11.5   Reimbursement of Expenses....................................................85
Section 11.6   Approvals; Third Parties; Conditions.........................................86
Section 11.7   Lenders, Issuing Bank and Administrative Agent Not in Control;
               No Partnership...............................................................86
Section 11.8   Time of the Essence..........................................................87
Section 11.9   Successors and Assigns; Secondary Market Transactions........................87
Section 11.10  Renewal, Extension or Rearrangement..........................................88
Section 11.11  Waivers......................................................................88
Section 11.12  Cumulative Rights............................................................88
Section 11.13  Singular and Plural..........................................................88
Section 11.14  Phrases......................................................................88
Section 11.15  Exhibits and Schedules.......................................................89
Section 11.16  Titles of Articles, Sections and Subsections.................................89
Section 11.17  Promotional Material; Confidentiality........................................89
Section 11.18  Survival.....................................................................90
Section 11.19  Waiver of Jury Trial.........................................................90
Section 11.20  Waiver of Punitive or Consequential Damages..................................90
Section 11.21  Governing Law................................................................91
</TABLE>





<PAGE>


<TABLE>
                                   iii

<S>            <C>                                                                    <C>
Section 11.22  Entire Agreement.............................................................92
Section 11.23  Counterparts.................................................................92
Section 11.24  Assignments and Participations...............................................92
Section 11.25  Release......................................................................94

ARTICLE 12     NEGATIVE COVENANTS...........................................................94

Section 12.1   Indebtedness and Other Financial Covenants...................................94
Section 12.2   Liens........................................................................95
Section 12.3   Fundamental Changes..........................................................96
Section 12.4   Investments, Loans, Advances, Guarantees and Acquisitions....................96
Section 12.5   Hedging Agreements...........................................................97
Section 12.6   Transactions with Affiliates.................................................97
Section 12.7   Margin Regulations; Securities Laws..........................................97
Section 12.8.  Negative Covenants of the Company............................................97

ARTICLE 13     THE ADMINISTRATIVE AGENT.....................................................98

Section 13.1   Appointment, Powers and Immunities...........................................98
Section 13.2   Reliance by Administrative Agent.............................................99
Section 13.3   Defaults.....................................................................99
Section 13.4   Rights as a Lender...........................................................99
Section 13.5   Standard of Care; Indemnification............................................99
Section 13.6   Non-Reliance on Administrative Agent and Other Lenders......................100
Section 13.7   Failure to Act..............................................................100
Section 13.8   Resignation of Administrative Agent.........................................101
Section 13.9   Limitation on Liability of the Administrative Agent's, the
               Issuing Bank's and the Lenders' Officers, Employees, etc....................101
</TABLE>




                                     iv
<PAGE>

LIST OF EXHIBITS AND SCHEDULES

EXHIBIT A             -      FORM OF NOTE
EXHIBIT B             -      FORM OF ASSIGNMENT AND ACCEPTANCE
EXHIBIT C             -      FORM OF BORROWING BASE CERTIFICATE
EXHIBIT D             -      FORM OF COMPLIANCE CERTIFICATE
EXHIBIT E             -      FORM OF SUBORDINATION AND ATTORNMENT AGREEMENT
EXHIBIT F             -      DUE DILIGENCE REQUEST FORM
EXHIBIT G             -      FORM OF TENANT NOTICE
EXHIBIT H             -      FORM OF BORROWING REQUEST

SCHEDULE 1            -      COMMITMENTS
SCHEDULE 2.1          -      ADVANCE CONDITIONS
SCHEDULE 2.12         -      INITIAL PROJECTS
SCHEDULE 6.1(1)       -      ORGANIZATIONAL INFORMATION
SCHEDULE 6.1(2)       -      ORGANIZATIONAL CHART
SCHEDULE 6.3(3)       -      INDEBTEDNESS
SCHEDULE 6.7          -      PRIOR PLACES OF BUSINESS
SCHEDULE 6.13(1)      -      OWNED PROPERTIES
SCHEDULE 6.13(2)      -      LEASED PROPERTIES
SCHEDULE 6.14         -      MANAGEMENT AGREEMENTS



                                        v

<PAGE>


                    THIRD AMENDED AND RESTATED LOAN AGREEMENT

     This Third Amended and Restated Loan Agreement (this "Agreement") is
entered into as of March __, 2002 among CT OPERATING PARTNERSHIP, L.P., a
limited partnership duly organized and validly existing under the laws of the
State of California ("Borrower"); each of the lenders that is a signatory hereto
identified under the caption "LENDERS" on the signature pages hereof and each
lender that becomes a "Lender" after the date hereof pursuant to Section
11.24(2) (individually, a "Lender" and, collectively, the "Lenders"); and
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation and the
successor-in-interest to General Electric Capital Corporation, a New York
corporation ("GECC"), as administrative agent for the Lenders (in such capacity,
together with its successors in such capacity, the "Administrative Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS, the Borrower and GECC, as Lender and Administrative Agent, entered
into a Loan Agreement (the "Original Loan Agreement"), dated as of March 31,
2000 and amended by letter agreements dated May 26, 2000 and November 30, 2000;

     WHEREAS, the Borrower and GECC, as Lender and Administrative Agent, entered
into an Amended and Restated Loan Agreement, dated as of December 15, 2000 (the
"First Amended Loan Agreement"), which amended and restated the terms and
conditions of the Original Loan Agreement in their entirety;

     WHEREAS, the Borrower and GECC, as Lender and Administrative Agent, entered
into a Second Amended and Restated Loan Agreement, dated as of October 2, 2001
(the "Second Amended Loan Agreement"), which amended and restated the terms and
conditions of the First Amended Loan Agreement in their entirety; and

     WHEREAS, the parties hereto have agreed to amend and restate the terms and
conditions contained in the Second Amended Loan Agreement in their entirety as
hereinafter set forth.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     I. The Second Amended Loan Agreement is hereby modified so that all of the
terms and conditions of the Second Amended Loan Agreement shall be restated in
their entirety as set forth herein, and the Borrower agrees to comply with and
be subject to all of the terms, covenants and conditions of this Agreement.

     II. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and assigns, and shall be deemed
to be effective as of the date hereof.

     III. Any reference to the Original Loan Agreement, the First Amended Loan
Agreement or the Second Amended Loan Agreement in the Notes, the Guaranty, the
Mortgages, any other Loan Document or any other document executed in connection
with the Original Loan



<PAGE>

Agreement, the First Amended Loan Agreement, the Second Amended Loan Agreement
or this Agreement shall be deemed to refer to this Agreement.

                                    ARTICLE 1

                               CERTAIN DEFINITIONS

     Section 1.1 Certain Definitions. As used herein, the following terms have
the meanings indicated:

          (1) "ABR Limitation" has the meaning assigned in Section 2.1(7).


          (2) "Additional Costs" has the meaning assigned in Section 2.10(1)(a).

          (3) "Additional Lockbox Account" has the meaning assigned in Section
3.4.

          (4) "Additional Lockbox Account Documents" has the meaning assigned in
Section 3.4.

          (5) "Additional Lockbox Bank" has the meaning assigned in Section 3.4.


          (6) "Adjusted EBITDA" means, for any Person, for any period, (i)
EBITDA for such Person, for such period, as adjusted to eliminate the
straight-lining of rents, less (ii) the Capital Expenditure Reserve Amount for
such Person's Properties for such period.

          (7) "Adjusted Libor Rate" means, for any Interest Period for any
Eurodollar Loan, a rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) determined by the Administrative Agent to be equal to the Libor
Base Rate for such Interest Period divided by 1 minus the Reserve Requirement
(if any) for such Interest Period.

          (8) "Adjusted Net Operating Income" means, for any period, with
respect to any Property, the Net Operating Income relating to such Property for
such period less (i) the Capital Expenditure Reserve Amount relating to such
Property, and (ii) a management fee equal to the greater of three percent (3%)
of gross revenues for such Property and the actual management fees for such
Property.

          (9) "Advance Date" has the meaning assigned in Section 2.10(3).

          (10) "Affiliate" means, with respect to any Person, (a) any
corporation in which such Person or any partner, shareholder, director, officer,
member, or manager of such Person directly or indirectly owns or controls more
than ten percent (10%) of the beneficial interest, (b) any partnership, joint
venture or limited liability company in which such Person or any partner,
shareholder, director,


                                       2
<PAGE>

officer, member, or manager of such Person is a partner, joint venturer or
member, (c) any trust in which such Person or any partner, shareholder,
director, officer, member or manager of such Person is a trustee or beneficiary,
(d) any entity of any type which is directly or indirectly owned or controlled
by such Person or any partner, shareholder, director, officer, member or manager
of such Person, (e) any partner, shareholder, director, officer, member, manager
or employee of such Person, (f) any Person related by birth, adoption or
marriage to any partner, shareholder, director, officer, member, manager, or
employee of such Person, or (g) in the case of Borrower, any Borrower Party.

          (11) "Agency" means The Redevelopment Agency of the City of Burbank
and any successor thereto.

          (12) "Agency Notes" shall mean (a) that certain Promissory Note to
Haagen-Burbank Partners (Phase 2 Loan), dated November 15, 1989, made payable by
the Agency to the order of Haagen-Burbank Partners (the predecessor-in-interest
to the Borrower) in the principal amount of $18,500,000, (b) that certain
Promissory Note to Haagen-Burbank Partners (Purchase Money Note), dated December
6, 1990, made payable by the Agency to the order of Haagen-Burbank Partners (the
predecessor-in-interest to the Borrower) in the principal amount of $33,000,000
and (c) the undenominated Promissory Note to Haagen-Burbank Partners (Second
Implementation Agreement Note) issued by the Agency to Haagen-Burbank Partners
(the predecessor-in-interest to the Borrower) pursuant to the Second
Implementation Agreement, dated September 23, 1993, between the Agency and
Haagen-Burbank Partners (the predecessor-in-interest to the Borrower), together
with any amendments or other modifications thereto and any replacements or
substitutes therefor.

          (13) "Agreement" means this Third Amended and Restated Loan Agreement,
as amended from time to time.

          (14) "Alternate Base Rate" means, for any day, a rate per annum equal
to the Prime Rate in effect for such day plus one and one-half percent (1.5%)
per annum.

          (15) "Alternate Base Rate Loans" means Loans that bear interest at
rates based upon the Alternate Base Rate.

          (16) "Applicable Lending Office" means, for each Lender and for each
Type of Loan, the "Lending Office" of such Lender (or of an affiliate of such
Lender) designated for such Type of Loan on the respective signature pages
hereof or such other office of such Lender (or of an affiliate of such Lender)
as such Lender may from time to time specify to the Administrative Agent and the
Borrower as the office by which its Loans of such Type are to be made and
maintained; provided that no Lender shall be permitted to change its Applicable
Lending Office if as a result of such change either (i) pursuant to the
provisions of Section 2.11(2) or Section 2.11(3), Borrower would be unable to
maintain any Loans as Eurodollar Loans; or (ii) Borrower would be required to
make any payment to such Lender pursuant to the provisions of Section 2.11(1) or
Section 2.11(6).

          (17) "Applicable Margin" means two and one-half percent (2.5%) per
annum.

          (18) "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.



                                       3
<PAGE>

          (19) "Appraisal" means an appraisal of a Project prepared by an MAI
appraiser satisfactory to the Administrative Agent, which appraisal must also
(a) satisfy the requirements of Title XI of the Federal Institution Reform,
Recovery and Enforcement Act of 1989 and the regulations promulgated thereunder
(including the appraiser with respect thereto) and (b) be otherwise in form and
substance satisfactory to the Administrative Agent.

          (20) "Appraised Value" means, with respect to any Project, the fair
market value thereof as determined by and as set forth in the Appraisal relating
thereto.

          (21) "Assignment and Acceptance" means an Assignment and Acceptance,
duly executed by the parties thereto, in substantially the form of Exhibit B
hereto and consented to by the Administrative Agent in accordance with Section
11.24(2).

          (22) "Assignment of Rents and Leases" means an Assignment of Rents and
Leases, executed by Borrower for the benefit of the Administrative Agent (on
behalf of the Lenders), and pertaining to leases of space in a Project, as the
same may be modified or amended from time to time.

          (23) "Availability Period" means the period from and including the '
Closing Date to but excluding the earlier of the Maturity Date and such earlier
date on which the Commitments terminate in accordance with the terms of this
Agreement.

          (24) "Available Credit" means, at any time, an amount equal to (i) the
lower of (A) the then effective Commitments of the Lenders and (B) the
applicable Borrowing Base at such time minus (ii) the total Credit Exposure of
all the Lenders at such time.

          (25) "Basle Accord" means the proposals for risk-based capital
framework described by the Basle Committee on Banking Regulations and
Supervisory Practices in its paper entitled "International Convergence of
Capital Measurement and Capital Standards" dated July 1988, as amended, modified
and supplemented and in effect from time to time or any replacement thereof.

          (26) "Borrower Account" has the meaning assigned to such term in
Section 3.4.

          (27) "Borrower Party" means any Guarantor, any general partner in
Borrower, and any general partner in any partnership that is a general partner
in Borrower, at any level.

          (28) "Borrower's Investment" means, with respect to any Property,
Borrower's or any of its Subsidiaries' investment in such Property (including
all investments constituting, evidencing or secured by an interest in property,
whether tangible or intangible and whether real, personal or mixed, that is used
or intended for use in, or in any manner connected with or relating to, the
ownership or leasing of such Property, specifically including, without
limitation, investments in Subsidiaries owning or leasing Properties), at cost,
on a consolidated basis, provided that in determining the cost of such
investments, there shall be included (i) the amount of all cash paid and the
value (as reasonably determined by Borrower for purposes of such investment) of
any other property transferred therefor by Borrower or its Subsidiary, (ii) the
amount of all Indebtedness and other obligations assumed or incurred by Borrower
or its


                                       4
<PAGE>

Subsidiary or to which Borrower or its Subsidiary takes subject, and (iii) the
value (as reasonably determined by Borrower for the purposes of such investment)
of all equity securities of which the issuer is an entity that is, or upon such
investment will be, included within Borrower or its Subsidiary and which are
issued (otherwise than for cash) to, or retained by, any person other than
Borrower or its Subsidiary in connection with such investment.

          (29) "Borrowing" means a Loan that is made, Converted or Continued as
of any given date.

          (30) "Borrowing Base" means, at any given time, subject to Section
2.12 (including, without limitation, Section 2.12(3)), the least of: (a) 70% of
the Underwritten Value of all of the Projects; (b) 65% of the Appraised Value of
all of the Projects; (c) an amount that results in the Borrower attaining a Cash
on Cash Return of 14%; and (d) an amount that results in the Borrower attaining
a Debt Service Coverage of (i) 1.5 to 1 during the Initial Term and (ii) 1.6 to
1 during any Extended Term, calculated in either case using Adjusted Net
Operating Income for the Projects at such time for the four-quarter period
ending as of the end of the most recent fiscal quarter for which financial
statements are required to be delivered hereunder and assuming that the entire
Credit Exposure at such time is bearing interest at the highest market Contract
Rate available as of the date of determination for Loans Continued or Converted
on such date for any then available Interest Period selected by the
Administrative Agent.

          Each of the Borrower, the Administrative Agent and each Lender
acknowledges and agrees that the Borrowing Base as of the Closing Date is
$137,220,000.

          (31) "Borrowing Base Certificate" means a certificate of Borrower
substantially in the form of Exhibit C.

          (32) "Borrowing Base Imbalance" has the meaning assigned to such term
in Section 2.7(6) hereof.

          (33) "Borrowing Request" means a request by Borrower for a Borrowing
in accordance with Section 2.1(3).

          (34) "Business Day" means (a) any day other than a Saturday, a Sunday,
or other day on which commercial banks located in New York City, New York or Los
Angeles, California are authorized or required by law to remain closed and (b)
in connection with a Borrowing of, a payment or prepayment of principal of or
interest on, a Conversion of or into, or an Interest Period for, a Eurodollar
Loan or a notice by the Borrower with respect to any such Borrowing, payment,
prepayment or Conversion, the term "Business Day" shall also exclude a day on
which banks are not open for dealings in Dollar deposits in the London interbank
market.

          (35) "Capital Expenditure Reserve Amount" means, for any Property, the
greater of (i) an amount per annum equal to $0.30 multiplied by the number of
rentable square feet for such Property and (ii) as of the first day of each
calendar quarter, an amount equal to the actual Capital Expenditures for such
Property for the immediately preceding consecutive (4) four calendar quarters.


                                       5
<PAGE>

          (36) "Capital Expenditures" means, for any period, the aggregate of
all expenditures (whether payable in cash or other property or accrued as a
liability (but without duplication) during such period that, in conformity with
GAAP, are required to be included in or reflected by the Company's, Borrower's
or any of its Subsidiaries' fixed asset accounts as reflected in any of their
respective balance sheets; provided, however, that Capital Expenditures shall
(a) include the sum of all expenditures by the Consolidated Businesses for
tenant improvements, leasing commissions and property level capital expenditures
(e.g., roof replacement, parking lot repairs, etc.) and (b) exclude capital
expenditures in connection with expansions, initial developments and initial
lease-up of Properties and the lease-up of any space at a Property which has
been vacant for more than one (1) year.

          (37) "Cash and Cash Equivalents" means unrestricted (i) cash, (ii)
marketable direct obligations issued or unconditionally guaranteed by the United
States government and backed by the full faith and credit of the United States
government; and (iii) domestic and Eurodollar certificates of deposit and time
deposits, bankers' acceptances and floating rate certificates of deposit issued
by any commercial bank organized under the laws of the United States, any state
thereof, the District of Columbia, any foreign bank, or its branches or agencies
(fully protected against currency fluctuations), which, at the time of
acquisition, are rated A-1 (or better) by S&P or P-1 (or better) by Moody's
provided that such Cash and Cash Equivalents shall mature within one (1) year of
the acquisition thereof.

          (38) "Cash Collateral Account Agreement" means that certain Account
Pledge and Security Agreement, dated as of June 1, 2000, between Borrower and
the Administrative Agent, as the same may be amended or otherwise modified from
time to time in accordance with the terms thereof.

          (39) "Cash Management Account" has the meaning assigned in Section
3.4.

          (40) "Cash on Cash Return" means, at any given time, the ratio,
expressed as a percentage, of (a) Adjusted Net Operating Income for all Projects
for the immediately preceding four (4) full fiscal quarters to (b) the amount of
the Credit Exposure at such time.

          (41) "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof)
other than Prometheus, of shares representing more than 25% of the aggregate
ordinary voting power represented by the issued and outstanding capital stock of
the Company; (b) occupation of a majority of the seats (other than vacant seats)
on the board of directors of the Company by Persons who were neither (i)
nominated by the board of directors of the Company nor (ii) appointed by
directors so nominated; or (c) the acquisition of direct or indirect control of
Borrower or the Company by any Person or group other than Prometheus.

          (42) "Closing Date" means March __, 2002.

          (43) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.


                                       6
<PAGE>

          (44) "Collateral" means Mortgaged Property (as defined in the
Mortgages) and any other property of the Borrower or any Borrower Party which
secures the Indebtedness or any portion thereof.

          (45) "Commitment" means, as to each Lender, the obligation of such
Lender to make a Loan and to acquire participations in Letters of Credit in a
principal amount up to but not exceeding the amount set opposite the name of
such Lender on Schedule 1 under the caption "Commitment" or, in the case of a
Person that becomes a Lender pursuant to an assignment permitted under Section
11.24(2), as specified in the respective instrument of assignment pursuant to
which such assignment is effected, in any case as such Commitment may be (a)
reduced from time to time pursuant to Section 2.5 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to
Section 11.24. The aggregate principal amount of the Commitments as of the
Closing Date is $150,000,000.

          (46) "Company" means Center Trust, Inc., a Maryland corporation.

          (47) "Compliance Certificate" means a certificate of Borrower
substantially in the form of Exhibit D.

          (48) "Consolidated Businesses" means the Company, Borrower and their
wholly-owned Subsidiaries and, to the extent allocable to the Company, the
Borrower and their wholly-owned Subsidiaries in accordance with GAAP, any other
Person in whom the Company, Borrower or their wholly-owned Subsidiaries holds an
investment, which investment is accounted for in the financial statements of the
Company, the Borrower or their wholly-owned Subsidiaries on an equity basis of
accounting and whose financial results would be consolidated under GAAP with the
financial results of the Company, the Borrower and their wholly-owned
Subsidiaries.

          (49) "Contingent Obligation" as to any Person means, without
duplication, (i) any contingent obligation of such Person required to be shown
on such Person's balance sheet in accordance with GAAP, and (ii) any obligation
required to be disclosed in the footnotes to such Person's financial statements
in accordance with GAAP, guaranteeing partially or in whole any non-recourse
Indebtedness, lease, dividend or other obligation, exclusive of contractual
indemnities (including, without limitation, any indemnity or price-adjustment
provision relating to the purchase or sale of securities or other assets) and
guarantees of non-monetary obligations (other than guarantees of completion)
which have not yet been called on or quantified, of such Person or of any other
Person. The amount of any Contingent Obligation described in clause (ii) shall
be deemed to be (a) with respect to a guaranty of interest or interest and
principal, or operating income guaranty, the sum of all payments required to be
made thereunder (which in the case of an operating income guaranty shall be
deemed to be equal to the debt service for the note secured thereby), calculated
at the interest rate applicable to such Indebtedness, through (i) in the case of
an interest or interest and principal guaranty, the stated date of maturity of
the obligation (and commencing on the date interest could first be payable
thereunder), or (ii) in the case of an operating income guaranty, the date
through which such guaranty will remain in effect, and (b) with respect to all
guarantees not covered by the preceding clause (a) an amount equal to the stated
or determinable amount of the primary obligation in respect of which such
guaranty is made or, if not stated or determinable, the maximum reasonably
anticipated liability



                                       7
<PAGE>

in respect thereof (assuming such Person is required to perform thereunder) as
recorded on the balance sheet and on the footnotes to the most recent financial
statements of the applicable Borrower required to be delivered pursuant hereto.
Notwithstanding anything contained herein to the contrary, guarantees of
completion shall not be deemed to be Contingent Obligations unless and until a
claim for payment has been made thereunder, at which time any such guaranty of
completion shall be deemed to be a Contingent Obligation in an amount equal to
any such claim. Subject to the preceding sentence, (i) in the case of a joint
and several guaranty given by such Person and another Person (but only to the
extent such guaranty is recourse, directly or indirectly to the applicable
Borrower), the amount of the guaranty shall be deemed to be 100% thereof unless
and only to the extent that (X) such other Person has delivered Cash and Cash
Equivalents to secure all or any part of such Person's guaranteed obligations or
(Y) such other Person holds an Investment Grade Rating from either Moody's or
S&P, and (ii) in the case of a guaranty, (whether or not joint and several) of
an obligation otherwise constituting Indebtedness of such Person, the amount of
such guaranty shall be deemed to be only that amount in excess of the amount of
the obligation constituting Indebtedness of such Person. Notwithstanding
anything contained herein to the contrary, "Contingent Obligations" shall not be
deemed to include guarantees of loan commitments or of construction loans to the
extent such commitments or loans have not been drawn upon.

          (50) "Continue" "Continuation" and "Continued" refer to the
continuation pursuant to Section 2.4 of a Eurodollar Loan from one Interest
Period to the next Interest Period for such Loan.

          (51) "Contract Rate" has the meaning assigned in Section 2.6.

          (52) "Convert" "Conversion" and "Converted" refer to a conversion
\pursuant to the terms of this Agreement of one Type of Loans into another Type
of Loans, which may be accompanied by the transfer by a Lender (at its sole
discretion) of a Loan from one Applicable Lending Office to another.

          (53) "Credit Exposure" means, at any time, the sum of the outstanding
principal amount of the Loans and the LC Exposure at such time.

          (54) "Debt Service" means the aggregate interest and fees due under
the Loan Documents for the period of time for which calculated.

          (55) "Debt Service Coverage" means, for the period of time for which
calculation is being made, the ratio of Adjusted Net Operating Income from the
Projects to Debt Service.

          (56) "Default Rate" means the lesser of (a) the maximum rate of
interest allowed by applicable law, and (b) five percent (5%) per annum in
excess of (i) with respect to Alternate Base Rate Loans, the Alternate Base Rate
as in effect from time to time or (ii) with respect to Eurodollar Loans, the
respective Contract Rate for such Eurodollar Loan.

          (57) "Dollars" and "$" means lawful money of the United States of
America.


                                       8
<PAGE>

          (58) "EBITDA" means, for any Person for any period, the Net Income
(Loss) of such Person for such period taken as a single accounting period, plus
(a) the sum of the following amounts of such Person and its subsidiaries for
such period determined on a consolidated basis in conformity with GAAP to the
extent included in the determination of such Net Income (Loss): (i) depreciation
expense, (ii) amortization expense and other non-cash charges, (iii) interest
expense, (iv) income tax expense, (v) extraordinary losses (and other losses on
asset sales not otherwise included in extraordinary losses determined on a
consolidated basis in conformity with GAAP), and (vi) minority interests in
Unconsolidated Entities, less (b) the sum of the following amounts of such
Person and its subsidiaries determined on a consolidated basis in conformity
with GAAP to the extent included in the determination of such Net Income (Loss):
(i) extraordinary gains (and in the case of Borrower, other gains on asset sales
not otherwise included in extraordinary gains determined on a consolidated basis
in conformity with GAAP), (ii) the applicable share of Net Income (Loss) of such
Person's Unconsolidated Entities; plus (c) the portion allocable to such Person
of EBITDA of such Person's Unconsolidated Entities.

          (59) "Eligible Project Documents" means, with respect to any Eligible
Project, the following documents:

          (a) A description of such Eligible Project, such description to
     include the age and location of such Eligible Project together with a
     current rent roll therefor;

          (b) A copy of the most recent ALTA Owner's Policy of Title Insurance
     (or commitment to issue such a policy to Borrower or its Subsidiary owning
     or to own such Eligible Project) relating to such Eligible Project showing
     the identity of the fee titleholder thereto and all matters of record as of
     its date;

          (c) A PML study for such Eligible Project prepared by a consultant
     acceptable to the Administrative Agent;

          (d) Engineering, mechanical, structural and maintenance studies
     performed by third party consultants with respect to such Eligible Project
     acceptable to the Administrative Agent;

          (e) A Site Assessment of such Eligible Project;

          (f) A Borrowing Base Certificate setting forth on a pro forma basis
     the Borrowing Base and the Available Credit assuming that such Eligible
     Project is accepted as a Project for the purposes of the Borrowing Base;
     and

          (g) Such other information as the Administrative Agent may reasonably
     request in order to evaluate the Eligible Project;

provided that with respect to any Eligible Project, the Majority Lenders may
waive delivery of any of the Eligible Project Documents.

          (60) "Eligible Projects" means, collectively, such of the Properties
wholly owned by Borrower as shall (A) be approved by the Administrative Agent
and (B) either (i) be



                                       9
<PAGE>


approved by the Majority Lenders or (ii) subject to the provisions of Section
2.12, meet at any time and from time to time, each of the following minimum
criteria:

          (a) such Property is Unencumbered;

          (b) such Property is free of all material structural and title defects
     other than Permitted Encumbrances;

          (c) such Property is, as of the date upon which such Property is to be
     included in the Borrowing Base and as of the end of each succeeding fiscal
     quarter, (i) in compliance, in all material respects, with all applicable
     Environmental Laws, and (ii) not subject to any material Environmental
     Liabilities and Costs, in each case as initially verified by a written
     report of an environmental consultant reasonably acceptable to the
     Administrative Agent;

          (d) such Property is an unenclosed, anchored neighborhood shopping
     center or power center;

          (e) such Property is owned in fee simple by Borrower; and

          (f) such Property has, as of the date upon which such Property is
     included in the Borrowing Base and as of the end of each succeeding fiscal
     quarter, a PML of 20% or less of the replacement cost therefor, in each
     case as initially verified by a PML study prepared by a consultant
     reasonably acceptable to the Administrative Agent.

          (61) "Environmental Claim" means any notice of violation, action,
claim, Environmental Lien, demand, abatement or other order or direction
(conditional or otherwise) by any governmental authority or any other Person for
personal injury (including sickness, disease or death), tangible or intangible
property damage, damage to the environment, nuisance, pollution, contamination
or other adverse effects on the environment, or for fines, penalties or
restriction, resulting from or based upon (i) the existence, or the continuation
of the existence, of a Release (including, without limitation, sudden or
non-sudden accidental or non-accidental Releases) of, or exposure to, any
Hazardous Material or odor, audible noise or other nuisance, or other Release
in, into or onto the environment (including, without limitation, the air, soil,
surface water or groundwater) at, in, by, from or related to any property owned,
operated or leased by Borrower or any of its Subsidiaries or any activities or
operations thereof; (ii) the environmental aspects of the transportation,
storage, treatment or disposal of Hazardous Materials in connection with any
property owned, operated or leased by Borrower or any of its Subsidiaries or
their operations or facilities; or (iii) the violation, or alleged violation, of
any Environmental Laws, orders or environmental permits of or from any
governmental authority relating to environmental matters connected with any
property owned, leased or operated by Borrower or any of its Subsidiaries.

          (62) "Environmental Indemnity" means the Joint and Several Hazardous
Material Guaranty and Indemnification Agreement among the Administrative Agent,
Borrower and the Company.

          (63) "Environmental Laws" has the meaning assigned in Article 4.


                                       10
<PAGE>

          (64) "Environmental Liabilities and Costs" means as to any Person, all
liabilities, obligations, responsibilities, Remedial Actions, losses, damages,
punitive damages, consequential damages, treble damages, costs and expenses
(including, without limitation, all reasonable fees, disbursements and expenses
of counsel, experts and consultants and costs of investigation and feasibility
studies), fines, penalties, sanctions and interest incurred as a result of any
claim or demand by any other Person, whether based in contract, tort, implied or
express warranty, strict liability, criminal or civil statute, including,
without limitation, any thereof arising under any Environmental Law,
environmental permit, order or agreement with any governmental authority or
other Person, and which relate to any environmental, health or safety condition,
or a Release or threatened Release, and result from the past, present or future
operations of, or ownership of property by, such Person or any of its
subsidiaries.

          (65) "Environmental Lien" means any Lien in favor of any governmental
authority arising under any Environmental Law.

          (66) "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

          (67) "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

          (68) "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by Borrower or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by Borrower or any of its ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; or (g) the receipt by Borrower or any ERISA Affiliate of any notice, or
the receipt by any Multiemployer Plan from Borrower or any ERISA Affiliate of
any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA.

          (69) "Eurodollar Loans" means Loans that bear interest at rates based
on rates referred to in the definition of "Libor Base Rate".

          (70) "Event of Default" has the meaning assigned in Article 9.

          (71) "Extended Term" has the meaning set forth in the definition of
Maturity Date.


                                       11
<PAGE>

          (72) "Extension Conditions" means with respect to a permitted
extension of the Maturity Date for the Loans:

          (a) Borrower delivers to the Administrative Agent written notice (an
     "Extension Notice") requesting such extension at least ninety (90) days,
     but not more than one hundred twenty (120) days, prior to the then
     applicable Maturity Date;

          (b) no Event of Default or Potential Default exists on the date of the
     Administrative Agent's receipt of the Extension Notice or exists or would
     exist on the date of the effectiveness of the extension of the Maturity
     Date, either before or after the effectiveness of the extension of the
     Maturity Date;

          (c) Borrower pays to the Administrative Agent (on behalf of the
     Lenders), a non-refundable extension fee equal to three-eights of one
     percent (0.375%) of the amount of the Commitments as of the date of the
     Extension Notice;

          (d) Borrower executes and delivers to the Administrative Agent prior
     to the then applicable Maturity Date, in form reasonably acceptable to the
     Administrative Agent, an amendment to the Loan Documents evidencing such
     extension, together with all title date-down endorsements, updated Site
     Assessments, engineering reports and Appraisals (each dated as of a date
     not more than one hundred eighty (180) days prior to the then applicable
     Maturity Date), and other documentation reasonably required by the
     Administrative Agent;

          (e) Borrower delivers a Compliance Certificate; and

          (f) Borrower pays to the Administrative Agent, on demand, all
     reasonable costs and expenses incurred by the Administrative Agent in
     connection with such extension.

          (73) "Federal Funds Rate" means, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (a) if the day for which such rate is to
be determined is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day and (b) if such rate is not so
published for any Business Day, the Federal Funds Rate for such Business Day
shall be the average rate charged to Bankers Trust Company on such Business Day
on such transactions as determined by the Administrative Agent, or such other
commercial bank as reasonably selected by the Administrative Agent.

          (74) "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Company.

          (75) "Fixed Charges" means, with respect to any fiscal period, the sum
of (a) Total Interest Expense and (b) the aggregate of all scheduled principal
payments on Total Outstanding Indebtedness according to GAAP made or required to
be made during such fiscal



                                       12
<PAGE>

period for the Consolidated Businesses (but excluding balloon payments of
principal due upon the stated maturity of an Indebtedness), and (c) the
aggregate of all dividends payable on the Company's or any of its consolidated
Subsidiaries' preferred stock.

          (76) "GAAP" means generally accepted accounting principles in the
United States of America.

          (77) "GECC" means General Electric Capital Corporation.

          (78) "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, however, that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of
business.

          (79) "Guarantors" means the Persons, if any, executing a Guaranty,
including the Company.

          (80) "Guaranty" means the instruments of guaranty, if any, now or
hereafter in effect from a Guarantor to the Administrative Agent (on behalf of
the Lenders).

          (81) "Hazardous Materials" has the meaning assigned in Article 4.

          (82) "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

          (83) "Indebtedness" means, for any Person, without duplication: (a)
all indebtedness of such Person for borrowed money, for amounts drawn under a
letter of credit, or for the deferred purchase price of property for which such
Person or its assets is liable (excluding current trade payables incurred in the
ordinary course of business), (b) all unfunded amounts under a letter of credit
for which such Person would be liable, if such amounts were drawn under the
letter of credit, (c) all amounts required to be paid by such Person as a
guaranteed payment to partners, members (or other equity holders) or a preferred
or special dividend, including any mandatory redemption of shares or interests,
(d) all indebtedness guaranteed by such Person, directly or indirectly, (e) all
obligations under leases that constitute capital leases for which such Person is
liable, (f) all obligations of such Person under interest rate swaps, caps,
floors, collars and other interest hedge agreements, in each case whether such
Person is liable contingently or otherwise, as obligor, guarantor or otherwise,
or in respect of which obligations such Person



                                       13
<PAGE>

otherwise assures a creditor against loss, (g) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, (h) all
obligations of such Person upon which interest charges are customarily paid, (i)
all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (j) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (k) all obligations, contingent or otherwise, of such Person in
respect of bankers' acceptances. The Indebtedness of any Person shall include
the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a
result of such Person's ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor.

          (84) "Initial Term" has the meaning set forth in the definition of
Maturity Date.

          (85) "Interest Election Request" means a request by Borrower to
Convert or Continue a Borrowing in accordance with Section 2.4.

          (86) "Interest Period" means with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two or three
months thereafter, as Borrower may elect; provided, that (i) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, (ii) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period, (iii) if any Interest Period would otherwise end
after the Maturity Date, the related Loan shall not be Continued as, or
Converted into, a Eurodollar Loan and shall bear interest at the Alternate Base
Rate and (iv) Borrower may not elect two or three month Interest Periods until
120 days after the Closing Date or such earlier date as the Administrative Agent
shall notify Borrower of the completion of its syndication efforts. For purposes
hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent
Conversion or Continuation of such Borrowing.

          (87) "Investment Grade Rating" means a rating for a Person's senior
long-term unsecured debt of BBB- or better from S&P or a rating of Baa3 or
better from Moody's.

          (88) "Issuing Bank" means a Lender that (a) is designated in writing
by the Administrative Agent, each other Lender and the Borrower as the Issuing
Bank hereunder and (b) accepts such designation and agrees to be the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.2(9). The Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case
the term "Issuing Bank" shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate. It is acknowledged and agreed that, as of
the Closing Date, there is no Issuing Bank.


                                       14
<PAGE>

          (89) "Lazard Agreements" means the Stockholders Agreement and the
Registration Rights Agreement.

          (90) "LC Disbursement" means a payment made by the Issuing Bank
pursuant to a Letter of Credit.

          (91) "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of Borrower at such time. The LC Exposure of any Lender at any time
shall be its Applicable Percentage of the total LC Exposure at such time.

          (92) "Letter of Credit" means any letter of credit issued pursuant to
this Agreement.

          (93) "LFSRI" means LF Strategic Realty Investors, L.P., a Delaware
limited partnership.

          (94) "Libor Base Rate" means, for any Interest Period for any
Eurodollar Loan, the rate per annum appearing on Page 3750 of the Dow Jones
Markets (Telerate) Service (or on any successor or substitute page of such
Service, or any successor to or substitute for such Service, providing rate
quotations comparable to those currently provided on such page of such Service,
as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to Dollar deposits in the
London interbank market) at approximately 11:00 a.m. London time on the date two
Business Days prior to the first day of such Interest Period as the rate for the
offering of Dollar deposits having a term comparable to such Interest Period,
provided that if such rate does not appear on such page, or if such page shall
cease to be publicly available, or if the information contained on such page, in
the reasonable judgment of the Administrative Agent shall cease accurately to
reflect the rate offered by leading banks in the London interbank market as
reported by any publicly available source of similar market data selected by the
Administrative Agent, the Libor Base Rate for such Interest Period shall be
determined from such substitute financial reporting service as the
Administrative Agent in its discretion shall determine.

          (95) "Lien" means any interest, or claim thereof, in the Project
securing an obligation owed to, or a claim by, any Person other than the owner
of the Project, whether such interest is based on common law, statute or
contract, including the lien or security interest arising from a deed of trust,
mortgage, assignment, encumbrance, pledge, security agreement, conditional sale
or trust receipt or a lease, consignment or bailment for security purposes. The
term "Lien" shall include reservations, exceptions, encroachments, easements,
rights of way, covenants, conditions, restrictions, leases and other title
exceptions and encumbrances affecting the Project.

          (96) "Loans" means the loans to be made by the Lenders to Borrower
under this Agreement.

          (97) "Loan Documents" means: (a) this Agreement, (b) the Notes, (c)
the Guaranty, (d) the Environmental Indemnity, (e) the Mortgages, (f) the
Assignments of Rents and


                                       15
<PAGE>


Leases, (g) the Cash Collateral Account Agreement, (h) the Lockbox Agreement,
(i) the Subordination of Management Agreement, (j) Uniform Commercial Code
financing statements, (k) such assignments of management agreements, contracts
and other rights as may be required by the Administrative Agent, (l) the letter
agreement(s) between Borrower and GECC and/or Affiliates thereof with respect to
certain fees payable by Borrower in connection with the Loans, (m) all other
documents evidencing, securing, governing or otherwise pertaining to the
Obligations, and (n) all amendments, modifications, renewals, substitutions and
replacements of any of the foregoing.

          (98) "Loan-to-Value Ratio" means, as of the date such calculation is
being made, the ratio of (a) the then Credit Exposure to (b) the Underwritten
Value of the Projects.

          (99) "Lockbox Agreements" has the meaning assigned in Section 3.4.

          (100) "Lockbox Bank" has the meaning assigned in Section 3.4.

          (101) "Majority Lenders" means not less than two (2) unaffiliated
Lenders holding in the aggregate at least 50% of the Commitments, unless there
are two (2) or fewer Lenders at the time in question, in which case the Majority
Lenders may be comprised of a single Lender (provided that such single Lender
holds 90% or more of the Commitments).

          (102) "Management Agreements" means those certain Management
Agreements between Managers and Borrower with respect to the management of the
Projects by the Managers, as identified in Schedule 6.14, together with any
management agreements entered into with future Managers in accordance with the
terms of this Agreement.

          (103) "Managers" means the property managers identified in Schedule
6.14 which are initially the managers of the Projects under the Management
Agreements, together with any successor property managers appointed for the
Projects in accordance with the terms of this Agreement.

          (104) "Material Adverse Effect" means a material adverse effect on (a)
the business, assets, operations, or condition, financial or otherwise, of the
Company, the Borrower and their Subsidiaries taken as a whole, (b) the ability
of the Borrower or the Company to perform any of their respective obligations
under the Loan Documents or (c) the rights or benefits available to the Lenders
under the Loan Documents.

          (105) "Material Indebtedness" means Indebtedness (other than the Loans
and Letters of Credit), or obligations in respect of one or more Hedging
Agreements, of any one or more of Borrower and its Subsidiaries in an aggregate
principal amount exceeding $25,000,000. For purposes of determining Material
Indebtedness, the "principal amount" of the obligations of Borrower or any
Subsidiary in respect of any Hedging Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that Borrower or such
Subsidiary would be required to pay if such Hedging Agreement were terminated at
such time.

          (106) "Maturity Date" means the earlier of April 1, 2004, or any
earlier date on which all of the Obligations are required to be paid in full, by
acceleration or otherwise, under this Agreement or any of the other Loan
Documents (with the period from the Closing Date




                                       16
<PAGE>

through April 1, 2004 (or such earlier date) being referred to herein as the
"Initial Term"); provided, however, that Borrower may extend the scheduled
Maturity Date from April 1, 2004 to April 1, 2005 (such period being referred to
herein as the "Extended Term") provided that all of the Extension Conditions
with respect to such Extended Term are satisfied, all as reasonably determined
by the Administrative Agent, and such Extended Term will be effective as of the
date which is the later to occur of (x) thirty (30) days after delivery of the
Extension Notice and (y) the date of the satisfaction of the Extension
Conditions, provided such effective date is not later than April 1, 2004.

          (107) "Moody's" means Moody's Investors Service, Inc.

          (108) "Mortgage" means a Mortgage, Security Agreement and Fixture
Filing, a Deed of Trust, Security Agreement and Fixture Filing, or a Deed to
Secure Debt, Security Agreement and Fixture Filing, executed by Borrower in
favor of the Administrative Agent (on behalf of the Lenders), covering a Project
and any amendments, modifications, renewals, substitutions and replacements
thereof.

          (109) "Mortgage Documents" means with respect to any Eligible Project,
the following documents, where applicable, in the forms accepted by the
Administrative Agent for the Projects, subject to appropriate revisions for
state or property specific requirements:

          (a) a duly executed and acknowledged Mortgage, Assignment of Rents and
     Leases, Environmental Indemnity and Subordination of Management Agreement
     for such Eligible Project;

          (b) a commitment for a title insurance policy (the "Title Insurance
     Policy") issued by a title company reasonably acceptable to the
     Administrative Agent, in such form and amounts as are reasonably acceptable
     to the Administrative Agent, insuring that the Mortgage is a valid first
     priority Lien on such Eligible Project subject only to such exceptions to
     title as shall be acceptable to the Administrative Agent in its reasonable
     discretion and containing such endorsements and affirmative insurance as
     the Administrative Agent may reasonably require (including, without
     limitation, the endorsements and affirmative insurance issued with the
     title insurance policies insuring the Mortgages on the Initial Mortgaged
     Properties) and as are obtainable in the applicable jurisdiction, and true
     copies of each document, instrument or certificate required by the terms of
     each such policy or Mortgage to be, or have been, filed, recorded, executed
     or delivered in connection therewith;

          (c) an opinion reasonably satisfactory to the Administrative Agent of
     counsel and/or local counsel retained by Borrower with respect to the due
     execution and delivery, validity and enforceability of the Mortgage
     Documents and such other matters as may be reasonably required by the
     Administrative Agent;

          (d) duly executed UCC-1 Financing Statements under the applicable
     Uniform Commercial Code to be filed in connection with such Mortgage in
     form and substance reasonably satisfactory to the Administrative Agent, to
     perfect the Lien created by the applicable Mortgage;



                                       17
<PAGE>

          (e) (i) duly executed and acknowledged estoppel certificates in form
     and substance reasonably satisfactory to the Administrative Agent, each
     such estoppel certificate to be received by the Administrative Agent not
     later than 60 days after the date through which rent has been paid as
     indicated in such estoppel certificate, from such number of tenants of such
     Eligible Project as, when aggregated with tenants of the Projects included
     for purposes of the Borrowing Base that have delivered acceptable estoppel
     certificates, account for not less than 75% of the aggregate base rental
     revenues from all of the Projects and (ii) duly executed and acknowledged
     Subordination and Attornment Agreements (in recordable form and otherwise
     in the form attached as Exhibit E hereto) from such number of tenants of
     such Eligible Project as, when aggregated with (y) tenants of the Projects
     included for purposes of the Borrowing Base that have delivered acceptable
     Subordination and Attornment Agreements, and (z) other tenants of such
     Eligible Project and such other Projects who occupy the Projects under
     Leases that are, by their terms, subject and subordinate to the Liens of
     the respective Mortgages, account for not less than 75% of the aggregate
     base rental revenues from all of the Projects. For purposes of
     subparagraphs (i) and (ii) of this paragraph (e), with respect to each
     Project, the number of tenants of such Project that have delivered
     acceptable estoppel certificates or Subordination and Attornment Agreements
     shall be calculated as of the date of the Mortgage unless the
     Administrative Agent shall, in it sole and absolute discretion, permit
     calculation as of a later date;

          (f) an ALTA survey and surveyor's certification for such Eligible
     Project, in form and substance reasonably satisfactory to the
     Administrative Agent and dated not more than six (6) months prior to the
     date such Eligible Project is to become a Project;

          (g) payment to the Administrative Agent, or as the Administrative
     Agent may direct, of all title insurance premiums, documentary, stamp or
     intangible taxes, recording fees and mortgage taxes payable in connection
     with the recording of any of the Mortgage Documents or the issuance of the
     Title Insurance Policy;

          (h) an Appraisal for such Eligible Project dated not more than one
     hundred eighty (180) days prior to the date such Eligible Project is to
     become a Project;

          (i) written instructions to each tenant at such Eligible Project in
     substantially the form of Exhibit G; and

          (i) such additional documents, information and materials relating to
     such Eligible Project as the Administrative Agent may reasonably request.

          (110) "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

          (111) "Net Income (Loss)" means, for any Person for any period, the
aggregate of net income (or loss) of such Person and its subsidiaries for such
period, determined on a consolidated basis in conformity with GAAP.



                                       18
<PAGE>

          (112) "Net Offering Proceeds" means all cash or other assets received
by the Company as a result of the sale of Stock or Stock Equivalents in the
Company, less reasonable costs and expenses paid or incurred by the Company in
connection with such sale.

          (113) "Net Operating Income" means net operating income as determined
in accordance with GAAP (and adjusted to eliminate the straight lining of
rents), except as otherwise provided in Section 2.12(3) with respect to the
Project known as the Wal-Mart at the Baldwin Hills Mall.

          (114) "Notes" means the promissory notes of even date herewith as
provided for in Section 2.1(6) and all promissory notes delivered in
substitution or exchange therefor, in each case as the same may be consolidated,
severed, modified, amended or extended from time to time.

          (115) "Obligations" means the Loans, the LC Exposure and all other
advances, debts, liabilities, obligations, covenants and duties owing by
Borrower to the Lenders and the Issuing Bank, or any Affiliates of the Lenders
and the Issuing Bank (of every type and description, present or future, whether
or not evidenced by any note, guaranty or other instrument) arising under this
Agreement or under any other Loan Document, whether or not for the payment of
money, loan, guaranty, indemnification, foreign exchange transaction or Hedging
Agreement or in any other manner, whether direct or indirect (including, without
limitation, those acquired by assignment), absolute or contingent, due or to
become due, now existing or hereafter arising under this Agreement or under any
other Loan Document. The term "Obligations" includes, without limitation, all
interest, charges, expenses, fees, attorneys' fees and disbursements and any
other sum chargeable to Borrower under this Agreement or any other Loan
Document.

          (116) "Participant" has the meaning assigned in Section 11.24(3).


          (117) "Payor" has the meaning assigned in Section 2.10(3).

          (118) "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

          (119) "Permitted Encumbrances" means:

          (a) Liens imposed by law for taxes, assessments or governmental
     charges or claims that are not yet due or are being contested in compliance
     with Section 8.11;

          (b) landlords', carriers', warehousemen's, mechanics', materialmen's,
     repairmen's and other like Liens imposed by law, arising in the ordinary
     course of business and securing obligations that are not overdue by more
     than 30 days or are being contested in compliance with Section 8.11;

          (c) pledges and deposits made in the ordinary course of business in
     compliance with workers' compensation, unemployment insurance and other
     social security laws or regulations;


                                       19
<PAGE>

          (d) deposits to secure the performance of bids, trade contracts,
     government contracts, utility payments, leases, statutory obligations,
     surety and appeal bonds, performance bonds and other obligations of a like
     nature, in each case in the ordinary course of business;

          (e) easements, zoning restrictions, rights-of-way, minor defects,
     encroachments or irregularities in title and similar encumbrances on Real
     Property imposed by law or arising in the ordinary course of business that
     do not secure any monetary obligations and do not materially detract from
     the value of the affected property or interfere with the ordinary conduct
     of business of Borrower or any Subsidiary;

          (f) any Lien securing the Obligations; and

          (g) with respect to any particular Project, the exceptions to title
     noted in the Title Insurance Policy issued to the Administrative Agent with
     respect to such Project,

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness other than Liens securing the Obligations.

          (120) "Permitted Investments" means:

          (a) direct obligations of, or obligations the principal of and
     interest on which are unconditionally guaranteed by, the United States of
     America (or by any agency thereof to the extent such obligations are backed
     by the full faith and credit of the United States of America), in each case
     maturing within one year from the date of acquisition thereof;

          (b) investments in commercial paper maturing within 270 days from the
     date of acquisition thereof and having, at such date of acquisition, the
     highest credit rating obtainable from S&P or from Moody's;

          (c) investments in certificates of deposit, banker's acceptances and
     time deposits maturing within 180 days from the date of acquisition thereof
     issued or guaranteed by or placed with, and money market deposit accounts
     issued or offered by, any domestic office of any commercial bank organized
     under the laws of the United States of America or any State thereof which
     has a combined capital and surplus and undivided profits of not less than
     $500,000,000;

          (d) certificates of deposit in an amount less than or equal to
     $100,000 in the aggregate issued by any other bank insured by the Federal
     Deposit Insurance Corporation;

          (e) money market funds invested primarily in one or more of the
     foregoing; and

          (f) fully collateralized repurchase agreements with a term of not more
     than 30 days for securities described in clause (a) above and entered into
     with a financial institution satisfying the criteria described in clause
     (c) above.



                                       20
<PAGE>

          (121) "Permitted Securities Options" means any stock options,
restricted stock and other rights of any kind in or with respect to Stock of the
Company or Borrower issued or granted to, or held by, any employee or director
of the Company or Borrower.

          (122) "Person" means any individual, corporation, partnership, joint
venture, association, joint stock company, trust, trustee, estate, limited
liability company, unincorporated organization, real estate investment trust,
government or any agency or political subdivision thereof, or any other form of
entity.

          (123) "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which Borrower or any
ERISA Affiliate is (or, if such plan were terminated, would under Section 4069
of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

          (124) "PML" means, with respect to any Project, the probable maximum
loss for such Project for earthquake insurance coverage.

          (125) "Potential Default" means the occurrence of any event or
condition which, with the giving of notice, the passage of time, or both, would
constitute an Event of Default.

          (126) "Prepayment Date" has the meaning assigned in Section 2.7(5).

          (127) "Prime Rate" means the highest prime rate (or base rate)
reported in the Money Rates column or section of The Wall Street Journal as the
rate in effect for corporate loans at large U.S. money center commercial banks
(whether or not such rate has actually been charged by any such bank) from time
to time. If The Wall Street Journal ceases publication of the Prime Rate, the
"Prime Rate" shall mean the prime rate (or base rate) announced by Bankers Trust
Company, New York, New York (whether or not such rate has actually been charged
by such bank). If such bank discontinues the practice of announcing the Prime
Rate, the "Prime Rate" shall mean the prime or base rate charged by a large
United States commercial bank selected by the Administrative Agent to its most
creditworthy large corporate borrowers.

          (128) "Project" means an Eligible Project subject to a Mortgage in
favor of the Administrative Agent.

          (129) "Project Release" has the meaning assigned in Section 2.9.

          (130) "Prometheus" means Prometheus Western Retail, LLC, a Delaware
limited liability company.

          (131) "Property" means any retail property owned by the Consolidated
Businesses.

          (132) "Proposed Lender" has the meaning assigned in Section 2.11(7).

          (133) "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of June 1, 1997, between the Company and Prometheus.


                                       21
<PAGE>

          (134) "Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System of the United States of America (or any successor),
as the same may be modified and supplemented and in effect from time to time.

          (135) "Regulatory Change" means, with respect to any Lender, any
change after the date hereof in Federal, state or foreign law or regulations
(including, without limitation, Regulation D) or the adoption or making after
such date of any interpretation, directive or request applying to a class of
banks including such Lender of or under any Federal, state or foreign law or
regulations (whether or not having the force of law and whether or not failure
to comply therewith would be unlawful) by any court or governmental or monetary
authority charged with the interpretation or administration thereof.

          (136) "REIT" means a domestic trust or corporation that qualifies as a
real estate investment trust under the provisions of Sections 856, et seq. of
the Code.

          (137) "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

          (138) "Release" means any release, spill, emission, leaking, pumping,
pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal,
leaching or migration on or into the indoor or outdoor environment or into or
out of any property.

          (139) "Released Project" has the meaning assigned in Section 2.9.

          (140) "Remedial Action" means all actions, including without
limitation any capital expenditures, required or necessary to (i) clean up,
remove, treat or in any other way address any Hazardous Material or other
substance in the indoor or outdoor environment, (ii) prevent the Release or
threat of Release, or minimize the further Release, of any Hazardous Material or
other substance so it does not migrate or endanger or threaten to endanger
public health or welfare or the indoor or outdoor environment, (iii) perform
pre-remedial studies and investigations or post-remedial monitoring and care, or
(iv) bring facilities on any property owned or leased by the Borrower or any of
its Subsidiaries into compliance with all Environmental Laws.

          (141) "Requesting Lender" has the meaning assigned in Section 2.11(7).

          (142) "Required Payment" has the meaning assigned in Section 2.10(3).

          (143) "Reserve Requirement" means, for any Interest Period for any
Eurodollar Loan, the average maximum rate at which reserves (including, without
limitation, any marginal, supplemental or emergency reserves) are required to be
maintained during such Interest Period under Regulation D by member banks of the
Federal Reserve System in New York City with deposits exceeding $1,000,000,000
against "Eurocurrency liabilities" (as such term is used in Regulation D).
Without limiting the effect of the foregoing, the Reserve Requirement shall
include any other reserves required



                                       22
<PAGE>

to be maintained by such member banks by reason of any Regulatory Change with
respect to (i) any category of liabilities that includes deposits by reference
to which the Eurodollar Base Rate for any Interest Period for any Eurodollar
Loans is to be determined as provided in the definition of "Libor Base Rate" or
(ii) any category of extensions of credit or other assets that includes
Eurodollar Loans.

          (144) "Responsible Officer" means the President or any Senior Vice
President or Financial Officer of the Company.

          (145) "S&P" means Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc.

          (146) "Secured Indebtedness" means any Indebtedness of Borrower or any
Subsidiary secured by a Lien.

          (147) "Securities" means any stock, shares, voting trust certificates,
partnership interests, bonds, debentures, notes or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as "securities", including, without
limitation, any "security" as such term is defined in Section 8-102 of the
Uniform Commercial Code, or any certificates of interest, shares, or
participations in temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or acquire any of the
foregoing, but shall not include the Notes or any other evidence of the
Obligations.

          (148) "Site Assessment" means a "Phase I" environmental assessment for
a Project prepared by an engineer engaged by the Administrative Agent at
Borrower's expense, and in a manner reasonably satisfactory to the
Administrative Agent, based upon an investigation, consistent with good
customary and commercial practice, relating to and making appropriate inquiries
concerning the existence of Hazardous Materials on or about such Project, and
the past or present Release of any such substances.

          (149) "State" means, for each Project, the State in which such Project
is located.

          (150) "Stock" means shares of capital stock, beneficial or partnership
interests, participations or other equivalents (regardless of how designated) of
or in a corporation or equivalent entity, whether voting or non-voting, and
includes, without limitation, common stock and preferred stock.

          (151) "Stock Equivalents" means all securities (other than Stock)
convertible into or exchangeable for Stock and all warrants, options or other
rights to purchase or subscribe for any stock, whether or not presently
convertible, exchangeable or exercisable.

          (152) "Stockholders Agreement" means the Stockholders Agreement dated
as of June 1, 1997, by and among Lazard Freres Real Estate Investors, LLC,
LFSRI, Prometheus and the Company, as amended by a letter agreement among such
parties dated March 12, 2001.

          (153) "Subordination and Attornment Agreements" means a Subordination,
Non-Disturbance and Attornment Agreement (in recordable form and otherwise in
the form attached as Exhibit E hereto).



                                       23
<PAGE>

          (154) "Subordination of Management Agreements" means those certain
Manager's Consent and Subordination of Management Agreements by the Managers in
favor of the Administrative Agent (on behalf of the Lenders).

          (155) "subsidiary" means, with respect to any Person (the "parent") at
any date, any corporation, limited liability company, partnership, association
or other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

          (156) "Subsidiary" means any subsidiary of the Company and/or
Borrower.

          (157) "Total Adjusted EBITDA" means, for any period, the aggregate sum
of the Adjusted EBITDA for the Consolidated Businesses.

          (158) "Total Interest Expense" means, for any period, the sum of (i)
interest expense of the Consolidated Businesses paid during such period and (ii)
interest expense of the Consolidated Businesses accrued and/or capitalized for
such period, in each case including participating interest expense but excluding
extraordinary interest expense, and net of amortization of deferred costs
associated with new financings or refinancings of existing Indebtedness.

          (159) "Total Outstanding Indebtedness" means, for any period, the sum
of (i) the amount of Indebtedness of the Consolidated Businesses set forth on
the then most recent quarterly financial statements of Borrower, prepared in
accordance with GAAP, plus any additional Indebtedness incurred by the
Consolidated Businesses since the time of such statements, and (ii) to the
extent quantified, the Contingent Obligations of the Consolidated Businesses.

          (160) "Total Value" means, for any period, the aggregate sum of (i)
with respect to any Property (other than the Projects) which has been owned by
the Consolidated Businesses for not less than four (4) consecutive fiscal
quarters, as of the first day of each fiscal quarter for the immediately
preceding consecutive four (4) fiscal quarters, an amount equal to Adjusted Net
Operating Income relating to such Property for such period divided by 9.5%, (ii)
with respect to any Property (other than the Projects) which has been owned by
Borrower or the Consolidated Businesses for less than four (4) consecutive
fiscal quarters, an amount equal to Borrower's Investment in such Property,
(iii) with respect to the Projects, the lesser of the Appraised Value and the
Underwritten Value thereof, and (iv) the Cash and Cash Equivalents of the
Consolidated Business.

          (161) "Type" has the meaning assigned in Section 1.2.



                                       24
<PAGE>

          (162) "UCC" means, for each Project, the Uniform Commercial Code as
the same may, from time to time, be enacted and in effect in such Project's
State; provided, that to the extent that the UCC is used to define any term
herein or in any other Loan Document and such term is defined differently in
different Articles or Divisions of the UCC, the definition of such term
contained in Article or Division 9 shall govern; provided further, that in the
event that, by reason of mandatory provisions of law, any or all of the
attachment, perfection or priority of, or remedies with respect to, the
Administrative Agent's or any Lender's Lien on any Collateral is governed by the
Uniform Commercial Code as enacted and in effect in a jurisdiction other than
the Project's State, the term "UCC" shall mean the Uniform Commercial Code as
enacted and in effect in such other jurisdiction solely for purposes of the
provisions thereof relating to such attachment, perfection, priority or remedies
and for purposes of definitions related to such provisions.

          (163) "Unconsolidated Entity" means, with respect to any Person, at
any date, any other Person in whom such Person holds an investment, which
investment is accounted for in the financial statements of such Person on an
equity basis of accounting and whose financial results would not be consolidated
under GAAP with the financial results of such Person on the consolidated
financial statements of such Person, if such statements were prepared as of such
date.

          (164) "Underwritten Value" means, with respect to the Projects, the
value of the Projects as determined by the Administrative Agent from time to
time in accordance with its then customary underwriting standards. It is
understood that the Underwritten Value of the Projects will fluctuate over time
and that, following the occurrence of any facts or circumstances that bear upon
the Underwritten Value of the Projects and/or the Administrative Agent's
methodology for determining the same, (i) the Borrower shall have the right, at
the Borrower's sole cost and expense, to submit to the Administrative Agent not
more frequently than once each calendar month copies of new leases, lease
modifications and other documents, materials and information, all certified by a
Responsible Officer as being true, correct and complete, which bear upon the
Underwritten Value of any of the Projects and request, based upon such
information, that the Administrative Agent re-determine the Underwritten Value
of the Project(s) in question and (ii) the Administrative Agent shall have the
right, at the Borrower's sole cost and expense, to re-determine the Underwritten
Value of the Projects (or any of them) on written notice to the Borrower and/or
request that the Borrower submit (and the Borrower shall thereafter promptly
submit) to the Administrative Agent copies of any documents, materials and
information, all certified by a Responsible Officer as being true, correct and
complete, which bear upon the Underwritten Value of any of the Projects and
re-determine the Underwritten Value of the Project(s) in question on written
notice to the Borrower; provided, however, that (a) the Administrative Agent
shall not redetermine the Underwritten Value of any individual Project under
this clause (ii) more frequently than one (1) time each calendar month and (b)
the Borrower shall have the right, at its sole cost and expense, to request that
the Administrative Agent review any re-determination of Underwritten Value by
the Administrative Agent under this clause (ii) by giving written notice of such
request for review to the Administrative Agent at any time during the ten (10)
day period following the Administrative Agent's re-determination of Underwritten
Value under this clause (ii), it being understood that the Administrative
Agent's initial re-determination of the Underwritten Value of any given project
shall continue to be the

                                       25
<PAGE>

Underwritten Value thereof until such time (if any) as the Administrative Agent
shall advise the Borrower in writing of a further revised Underwritten Value for
such Project.

          (165) "Unencumbered" means, with respect to any Property, at any date
of determination, that such Property on such date:

          (a) is not subject to any Liens (including restrictions on
     transferability or assignability) of any kind (including any such Lien or
     restriction imposed by (i) any agreement governing Indebtedness, and (ii)
     the organizational documents of Borrower or any of its Subsidiaries), but
     excluding Permitted Encumbrances;

          (b) is not subject to any agreement (including (i) any agreement
     governing Indebtedness, and (ii) if applicable, the organizational
     documents of Borrower or any of its Subsidiaries) which prohibits or limits
     the ability of Borrower or any of its Subsidiaries to create, incur, assume
     or suffer to exist any Lien upon such Property, other than Permitted
     Encumbrances (excluding any agreement or organizational document which
     limits generally the amount of Indebtedness which may be incurred by
     Borrower or its Subsidiaries); and

          (c) is not subject to any agreement (including any agreement governing
     Indebtedness) which entitles any Person to the benefit of any Lien (other
     than Permitted Encumbrances) on such Property, or would entitle any Person
     to the benefit of any such Lien upon the occurrence of any contingency
     (including, without limitation, pursuant to an "equal and ratable" clause).

For the purposes of this Agreement, any Property owned by a Subsidiary of
Borrower shall not be deemed to be Unencumbered unless both (i) such Property
and (ii) all stock or ownership interests owned directly or indirectly by
Borrower in such Subsidiary is Unencumbered.

          (166) "Unmatured Surviving Obligation" means, as of any date, an
Obligation which is contingent and unliquidated and not due and owing on such
date and which pursuant to provisions of this Agreement survives termination of
this Agreement and the repayment of the Loans and LC Disbursements.

          (167) "Wal-Mart Lease" shall mean the lease, dated January 24, 2000,
as amended by an addendum, dated January 24, 2000 and an amendment, dated
November 9, 2000, between Borrower and Wal-Mart Real Estate Business Trust.

          (168) "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

     Section 1.2 Types of Loan. Loans hereunder are distinguished by "Type". The
"Type" of a Loan refers to whether such Loan is an Alternate Base Rate Loan or a
Eurodollar Loan, each of which constitutes a Type.


                                       26
<PAGE>

                                    ARTICLE 2

                                   LOAN TERMS

     Section 2.1 The Commitments, Loans and Notes.

          (1) Loans. Each Lender severally agrees, on the terms and conditions
of this Agreement (including, without limitation, the satisfaction or waiver of
the conditions set forth in Schedule 2.1), to make Loans to Borrower from time
to time in Dollars during the Availability Period in an aggregate principal
amount that will not result in (a) such Lender's Credit Exposure exceeding such
Lender's Commitment or (b) the sum of the total Credit Exposures exceeding the
lower of (x) the total Commitments and (y) the Borrowing Base; provided,
however, that at no time shall any Lender be obligated to make a Loan or Loans
in excess of such Lender's Applicable Percentage of the Available Credit. Within
the foregoing limits and subject to the terms and conditions set forth herein,
the Borrower may borrow, prepay and reborrow Loans. Each Loan shall be made as
part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their respective Commitments.

          (2) Borrowings.

          (a) Subject to Sections 2.1(7), 2.11(1), 2.11(2) and 2.11(3), each
Borrowing shall be comprised entirely of Alternate Base Rate Loans or Eurodollar
Loans as the Borrower may request in accordance herewith. Each Lender at its
option may make any Eurodollar Loan by causing any domestic or foreign branch or
affiliate of such Lender to make such Loan; provided that (i) any exercise of
such option shall not affect the obligation of the Borrower to repay such Loan
in accordance with the terms of this Agreement and (ii) each Lender shall use
reasonable efforts to select a domestic or foreign branch or affiliate that
would not result in the Borrower being required to pay additional amounts
pursuant to Section 2.11(1) or Section 2.11(6) or make Eurodollar Loans
unavailable under Section 2.11(3).

          (b) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $500,000 and not less than $4,000,000. At the time that each
Alternate Base Rate Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $100,000 and not less than $1,000,000;
provided that an Alternate Base Rate Borrowing may be in an aggregate amount
that is equal to the entire unused balance of the total Commitments or that is
required to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.2(5). Borrowings of more than one Type may be outstanding at the same
time; provided that there shall not at any time be more than a total of five (5)
Eurodollar Borrowings outstanding.

          (c) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to Convert or Continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

          (3) Requests for Borrowings. To request a Borrowing, the Borrower
shall notify the Administrative Agent of such request by telephone (a) in the
case of a Eurodollar


                                       27
<PAGE>

Borrowing, not later than 12:00 noon, New York City time, three (3) Business
Days before the date of the proposed Borrowing or (b) in the case of an
Alternate Base Rate Borrowing, not later than 12:00 noon, New York City time,
two (2) Business Day before the date of the proposed Borrowing; provided that
any such notice of an Alternate Base Rate Borrowing to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.2(5) may be given not later
than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each
such telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in the form of Exhibit H hereto (or otherwise as approved by
the Administrative Agent) and signed by the Borrower. Each such telephonic and
written Borrowing Request shall specify the following information:

               (i) the aggregate amount of the requested Borrowing and the
          intended use thereof, which shall be a use permitted under Section
          8.14;

               (ii) the date of such Borrowing, which shall be a Business Day;

               (iii) whether such Borrowing is to be an Alternate Base Rate
          Borrowing or a Eurodollar Borrowing;

               (iv) in the case of a Eurodollar Borrowing, the initial Interest
          Period to be applicable thereto, which shall be a period contemplated
          by the definition of "Interest Period"; and

               (v) the location and number of the Borrower's account to which
          funds are to be disbursed, which shall comply with the requirements of
          Section 2.3.

          If no election as to the Type of Borrowing is specified, then the
requested Borrowing shall be (x) an Alternate Base Rate Borrowing if permitted
pursuant to Section 2.1(7) or (y) if not permitted as a Eurodollar Borrowing
under Section 2.1(7), a Eurodollar Borrowing with an Interest Period of one (1)
month's duration (subject to the limitations set forth in Section 2.1(2)(b)). If
no Interest Period is specified with respect to any requested Eurodollar
Borrowing, then Borrower shall be deemed to have selected an Interest Period of
one (1) month's duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender's Loan to be made as
part of the requested Borrowing.

          (4) Lending Offices. The Loans of each Lender shall be made and
maintained at such Lender's Applicable Lending Office for Loans of such Type.

          (5) Several Obligations. The failure of any Lender to make any Loan to
be made by it on the date specified therefor shall not relieve any other Lender
of its obligation to make its Loan, and neither any Lender nor the
Administrative Agent shall be responsible for the failure of any other Lender to
make a Loan to be made by such other Lender.


                                       28
<PAGE>

          (6) Notes.

          (a) Loan Notes. The Loans made by each Lender shall be evidenced by a
     single promissory note of Borrower substantially in the form of Exhibit A,
     payable to such Lender in a principal amount equal to the amount of its
     Commitment as originally in effect and otherwise duly completed.

          (b) Endorsements on Notes. The date, amount, Type, interest rate and
     duration of Interest Period (if applicable) of each Loan made by each
     Lender to Borrower, and each payment made on account of the principal
     thereof, shall be recorded by such Lender on its books and, prior to any
     transfer of the Note held by it, endorsed by such Lender on the schedule
     attached to such Note or any continuation thereof; provided that the
     failure of such Lender to make any such recordation or endorsement shall
     not affect the obligations of Borrower to make a payment when due of any
     amount owing hereunder or under such Note in respect of such Loans.

          (c) Substitution, Exchange and Subdivision of Notes. No Lender shall
     be entitled to have its Note substituted or exchanged for any reason, or
     subdivided for promissory notes of lesser denominations, except in
     connection with a permitted assignment of all or any portion of such
     Lender's Commitment, Loans and Note pursuant to Section 11.24 and/or in
     connection with a Secondary Market Transaction pursuant to Section 11.9
     and/or pursuant to Section 11.10 (and, if requested by any Lender, Borrower
     agrees to so substitute or exchange any Note).

          (d) Loss, Theft, Destruction or Mutilation of Notes. In the event of
     the loss, theft or destruction of any Note, upon Borrower's receipt of a
     reasonably satisfactory indemnification agreement executed in favor of
     Borrower by the holder of such Note, or in the event of the mutilation of
     any Note, upon the surrender of such mutilated Note by the holder thereof
     to Borrower, Borrower shall execute and deliver to such holder a new
     replacement Note in lieu of the lost, stolen, destroyed or mutilated Note.

          (7) Limitation on Alternate Base Rate Loans. Notwithstanding any other
provision of this Agreement, the maximum principal amount of Alternate Base Rate
Loans which may be outstanding at any given time shall be $25,000,000 (the "ABR
Limitation"). Borrower shall not be entitled to request, or to elect to Convert
any Borrowing into, an Alternate Base Rate Loan if such Borrowing or Conversion,
as the case may be, would cause the amount of Alternate Base Rate Loans
outstanding at any given time to exceed the ABR Limitation, except under the
circumstances provided in Sections 2.2(5), 2.11(1), 2.11(2) and 2.11(3) and as
contemplated under clause (iii) of the definition of Interest Period.

     Section 2.2 Letters of Credit.

          (1) General. Subject to the terms and conditions set forth herein
(including, without limitation, satisfaction or waiver of the conditions set
forth in Schedule 2.1) and provided that an Issuing Bank has been designated in
writing by the Administrative Agent, each Lender and Borrower and such Issuing
Bank has accepted such designation and agreed to issue Letters of Credit
hereunder, the Borrower may request the issuance of Letters of Credit for its



                                       29
<PAGE>

own account, in a form reasonably acceptable to the Administrative Agent and the
Issuing Bank, at any time and from time to time during the Availability Period.
In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control.

          (2) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, the date of issuance, amendment, renewal or extension, the
date on which such Letter of Credit is to expire (which shall comply with
paragraph (3) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If requested
by the Issuing Bank, the Borrower also shall submit a letter of credit
application on the Issuing Bank's standard form in connection with any request
for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the Borrower shall be deemed to represent and warrant that) (A)
it is in an amount not less than $100,000 and (B) after giving effect to such
issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed
$25,000,000, (ii) the sum of the total Credit Exposures shall not exceed the
total Commitments and (iii) not more than ten (10) Letters of Credit have been
issued and are outstanding hereunder.

          (3) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the date one year after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is thirty (30) days prior to the Maturity Date.

          (4) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Lender, and each Lender hereby acquires from the Issuing
Bank, a participation in such Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the Issuing Bank, such Lender's Applicable Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the
date due as provided in paragraph (5) of this Section, or of any reimbursement
payment required to be refunded to the Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Potential Default or reduction or termination of


                                       30
<PAGE>

the Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever.

          (5) Reimbursement. If the Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, then Borrower shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on (i) the Business
Day that the Borrower receives such notice, if such notice is received prior to
10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided,
however, that the Borrower may, subject to the conditions to borrowing set forth
herein, request in accordance with Section 2.1(3) that such payment be financed
with an Alternate Base Rate Borrowing in an equivalent amount and, to the extent
so financed, the Borrower's obligation to make such payment shall be discharged
and replaced by the resulting Alternate Base Rate Borrowing and, if such
Alternate Base Rate Borrowing would cause the aggregate amount of the Alternate
Base Rate Borrowings to exceed the ABR Limitation, then, to the extent required
to reduce the aggregate amount of the Alternate Base Rate Borrowings to the ABR
Limitation, such Alternate Base Rate Borrowing shall be Converted into a
Eurodollar Borrowing by either adding the principal amount of such Alternate
Base Rate Borrowing to the principal amount of the Eurodollar Borrowing which is
next scheduled to be Continued hereunder or, if no Eurodollar Borrowings are
outstanding, by Converting such Alternate Base Rate Loan into a Eurodollar Loan
on the earliest day on which the Borrower would be able to obtain a Eurodollar
Loan under Section 2.1. If the Borrower fails to make such payment when due, the
Administrative Agent shall notify each Lender of the applicable LC Disbursement,
the payment then due from the Borrower in respect thereof and such Lender's
Applicable Percentage thereof. Promptly following receipt of such notice, each
Lender shall pay to the Administrative Agent its Applicable Percentage of the
payment then due from the Borrower, in the same manner as provided in Section
2.3 with respect to Loans made by such Lender (and Section 2.3 shall apply,
mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Issuing Bank the amounts so
received by it from the Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing
Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing
Bank as their interests may appear. Any payment made by a Lender pursuant to
this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than
the funding of Alternate Base Rate Loans as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.

          (6) Obligations Absolute. Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (5) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein; (ii) any draft or
other


                                       31
<PAGE>

document presented under a Letter of Credit proving to be forged, fraudulent or
invalid in any respect or any statement therein being untrue or inaccurate in
any respect; provided that payment by the Issuing Bank under such Letter of
Credit against presentation of such draft or document shall not have constituted
gross negligence or willful misconduct of the Issuing Bank; (iii) payment by the
Issuing Bank under a Letter of Credit against presentation of a draft or other
document that does not comply with the terms of such Letter of Credit; provided
that such payment shall not have constituted gross negligence or willful
misconduct of the Issuing Bank; or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder;
provided that such other circumstance or happening shall not have been the
result of gross negligence or willful misconduct of the Issuing Bank. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or willful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

          (7) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Lenders with respect to any such LC
Disbursement.

          (8) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower



                                       32
<PAGE>

reimburses such LC Disbursement, at the rate per annum then applicable to
Alternate Base Rate Loans; provided that, if the Borrower fails to reimburse
such LC Disbursement when due pursuant to paragraph (5) of this Section, then
Section 2.6(3) shall apply. Interest accrued pursuant to this paragraph shall be
for the account of the Issuing Bank, except that interest accrued on and after
the date of payment by any Lender pursuant to paragraph (5) of this Section to
reimburse the Issuing Bank shall be for the account of such Lender to the extent
of such payment.

          (9) Replacement of the Issuing Bank. The Issuing Bank may be replaced
at any time by written agreement among the Borrower, the Administrative Agent,
the replaced Issuing Bank and the successor Issuing Bank. The Administrative
Agent shall notify the Lenders of any such replacement of the Issuing Bank. At
the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.13(2). From and after the effective date of any such replacement, (i)
the successor Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

          (10) Cash Collateralization. If any Event of Default shall occur and
be continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Majority Lenders demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Lenders, an amount in cash equal to the LC Exposure as of
such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in Sections 9.8 or 9.9. Such deposit shall be
held by the Administrative Agent as collateral for the payment and performance
of the obligations of the Borrower under this Agreement. The Administrative
Agent shall have control (as such term is defined in the UCC), including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower's
risk and expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of the Majority
Lenders) be applied to satisfy other obligations of the Borrower under this
Agreement. If the Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be


                                       33
<PAGE>

returned to the Borrower within three Business Days after all Events of Default
have been cured or waived.

     Section 2.3 Funding of Borrowings Each Lender shall make each Loan to be
made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower not later than 3:00 p.m., New York City time, by wire transfer
of immediately available funds to an account in the United States designated by
the Borrower; provided, however, that Alternate Base Rate Loans made to finance
the reimbursement of an LC Disbursement as provided in Section 2.2(5) shall be
remitted by the Administrative Agent to the Issuing Bank.

     Section 2.4 Interest Elections.

          (1) Each Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the event of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request.
Thereafter, Borrower may elect to Convert such Borrowing to a different Type or
to Continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect
Interest Periods therefor, all as provided in this Section. Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing.

          (2) To make an election pursuant to this Section, Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.1(3) if the Borrower were
requesting a Borrowing of the Type resulting from such election to be made on
the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in a
form approved by the Administrative Agent and signed by the Borrower.

          (3) Each telephonic and written Interest Election Request shall
specify the following information:

               (i) the Borrowing to which such Interest Election Request applies
          and, if different options are being elected with respect to different
          portions thereof, the portions thereof to be allocated to each
          resulting Borrowing (in which case the information to be specified
          pursuant to clauses (iii) and (iv) below shall be specified for each
          resulting Borrowing);

               (ii) the effective date of the election made pursuant to such
          Interest Election Request, which shall be a Business Day;

               (iii) whether the resulting Borrowing is to be an Alternate Base
          Rate Borrowing or a Eurodollar Borrowing; and



                                       34
<PAGE>

               (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
          Interest Period to be applicable thereto after giving effect to such
          election, which shall be a period contemplated by the definition of
          the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period then Borrower shall be deemed to have selected an
Interest Period of one (1) month's duration.

          (4) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

          (5) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be Continued as
a Eurodollar Borrowing having an Interest Period of one (1) month's duration.
Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Administrative Agent, at the request of the
Majority Lenders, so notifies the Borrower, then, so long as an Event of Default
is continuing (i) no outstanding Borrowing may be Converted to or Continued as a
Eurodollar Borrowing having an Interest Period other than one (1) month and (ii)
unless repaid, each Eurodollar Borrowing having an Interest Period greater than
one (1) month shall be Converted to an Eurodollar Borrowing having an Interest
Period of one (1) month at the end of the Interest Period applicable thereto.

     Section 2.5 Termination and Reduction of Commitments.

          (1) Unless previously terminated, the Commitments shall terminate on
the Maturity Date.

          (2) Borrower may at any time terminate, or from time to time reduce,
the Commitments; provided that (i) each reduction of the Commitments shall be in
an amount that is an integral multiple of $1,000,000 and not less than
$5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance
with this Agreement, the sum of the Credit Exposures would exceed the total
Commitments.

          (3) Borrower shall notify the Administrative Agent of any election to
terminate or reduce the Commitments under paragraph (2) of this Section at least
three (3) Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant
to this Section shall be irrevocable; provided that a notice of termination of
the Commitments delivered by the Borrower may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments shall be



                                       35
<PAGE>

permanent. Each reduction of the Commitments shall be made ratably among the
Lenders in accordance with their respective Commitments.

     Section 2.6 Interest Rate; Late Charge.

          (1) The Loans comprising each Alternate Base Rate Borrowing shall bear
interest at a rate of interest per annum equal to the Alternate Base Rate. The
Loans comprising each Eurodollar Borrowing shall bear interest at a rate of
interest per annum equal to the Adjusted Libor Rate plus the Applicable Margin
(the "Contract Rate").

          (2) Interest shall be computed on the basis of a fraction, the
denominator of which is three hundred sixty (360) and the numerator of which is
the actual number of days elapsed from the date of the initial advance or the
date on which the immediately preceding payment was due.

          (3) If Borrower fails to pay any installment of interest or principal
on the date on which the same is due, Borrower shall pay to the Administrative
Agent (on behalf of the Lenders), as liquidated damages and not as a penalty,
interest at the Default Rate on such amount from the date when due until paid,
but not in excess of the maximum amount of interest allowed by applicable law.
In addition, but without duplicating amounts due under the prior sentence, while
any Event of Default exists, the Loans shall bear interest at the Default Rate;
provided, however, that during the continuance of an Event of Default the
Administrative Agent may suspend the right of Borrower to Continue any Loan as a
Eurodollar Loan having an Interest Period of greater than one (1) month, in
which event all Loans shall be Converted (on the last day(s) of the respective
Interest Periods therefor) into Eurodollar Loans having an Interest Period of
greater than one (1) month.

     Section 2.7 Terms of Payment. The Loans shall be payable as follows:

          (1) Interest. Borrower shall pay interest in arrears on (a) in the
case of a Eurodollar Borrowing, the last day of each Interest Period (or, in the
case of a Eurodollar Borrowing with an Interest Period of more than one (1)
month's duration, each day prior to the last day of such Interest Period that
occurs at intervals of one (1) month's duration after the first day of such
Interest Period) and (b) in the case of an Alternate Base Rate Borrowing, the
first Business Day of each month, in any case until all Obligations are paid in
full; provided, however, that (i) interest accrued pursuant to Section 2.6(3)
shall be payable on demand, (ii) in the event of any repayment or prepayment of
any Loan (other than a prepayment of an Alternate Base Rate Loan prior to the
end of the Availability Period), accrued interest on the principal amount repaid
or prepaid shall be payable on the date of such repayment or prepayment and
(iii) in the event of any Conversion of any Eurodollar Loan prior to the end of
the then current Interest Period therefor, accrued interest on such Loan shall
be payable on the effective date of such Conversion.

          (2) [Reserved]

          (3) Maturity. On the Maturity Date, Borrower shall pay to the
Administrative Agent (on behalf of the Lenders) all outstanding principal,
accrued and unpaid interest, and any other Obligations (other than Unmatured
Surviving Obligations) due under the Loan Documents.


                                       36
<PAGE>

          (4) Voluntary Prepayment. Borrower shall have the right at any time
and from time to time to prepay any Borrowing in whole or in part, without
penalty, subject to prior notice in accordance with this paragraph. Borrower
shall notify the Administrative Agent by telephone (confirmed by telecopy) of
any prepayment hereunder (i) in the case of prepayment of a Eurodollar
Borrowing, not later than 12:00 noon, New York City time, three (3) Business
Days before the date of prepayment, or (ii) in the case of prepayment of an
Alternate Base Rate Borrowing, not later than 12:00 noon, New York City time,
one (1) Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.5(3), then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.5(3). Promptly following receipt of any such notice relating to a
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.1. Each prepayment of a Borrowing shall be applied ratably
to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied
by accrued interest to the extent required by Section 2.7(1) and any applicable
expenses pursuant to Section 2.11(5).

          (5) Mandatory Prepayment. If, at any time from and after the Closing
Date, (i) the Company or Borrower merges or consolidates with another Person and
the Company or Borrower, as the case may be, is not the surviving entity, or
(ii) the Company, Borrower, any of its consolidated Subsidiaries ceases to
provide property management services (excluding for such purposes property
management contracts with third parties that are terminable on not more than 30
days' notice) to Properties accounting for at least 80% of the aggregate base
rental revenues from all of the Properties in which Borrower has an ownership
interest (the date any such event shall occur being the "Prepayment Date"),
Borrower shall be required to prepay the Loans in their entirety as if the
Prepayment Date were the Maturity Date and the Commitments thereupon shall be
terminated. Borrower shall immediately make such prepayment on the Prepayment
Date and shall return or cause to be returned all Letters of Credit to the
Issuing Bank. In connection with the prepayment of any Loan prior to the
maturity thereof, Borrower shall also pay any applicable expenses pursuant to
Section 2.11(5) hereof. Each such prepayment shall be applied to prepay ratably
the Loans of the Lender. Amounts prepaid pursuant to this subsection (5) may not
be reborrowed.

          (6) Borrowing Base Imbalance. If at any time the aggregate Credit
Exposure of the Lenders at such time exceeds the lower of (a) the Borrowing Base
and (b) the then effective Commitments at such time (a "Borrowing Base
Imbalance"), Borrower shall prepay the Loans then outstanding in an amount equal
to such excess, together with accrued interest within one (1) Business Day of
such event occurring. It is understood that a Borrowing Base Imbalance may occur
or exist as a result of, among other things, changes to the Underwritten Value
of any of the Projects and/or the determination or re-determination of the
Appraised Value of any of the Projects. In connection with any such prepayment,
Borrower shall also pay any applicable expenses pursuant to Section 2.11(5).

          (7) Application of Payments. All payments received by the
Administrative Agent under the Loan Documents shall be applied: first, to any
fees and expenses then payable



                                       37
<PAGE>

by Borrower under the Loan Documents; second, to any Default Rate interest or
late charges; third, to accrued and unpaid interest; and fourth, to the
principal sum and other amounts due under the Loan Documents; provided, however,
that, if an Event of Default exists the Administrative Agent shall apply such
payments in any order or manner as the Administrative Agent shall determine.

     Section 2.8 Security. The Loans shall be secured by the Mortgages creating
a first lien on each of the Projects, the Assignment of Rents and Leases and the
other Loan Documents.

     Section 2.9 Release of Project. Provided that no Potential Default, Event
of Default or Borrowing Base Imbalance has occurred and is continuing (or would
occur or exist as a result of or following a proposed Project Release), Borrower
shall have the right, subject to the provisions of this Section 2.9 and Section
2.12(5) hereof, to obtain a release of a Project from the Lien of the Mortgage
Documents relating thereto (a "Project Release"). In the event Borrower seeks to
obtain a Project Release, the Administrative Agent shall release such Project
(the "Released Project") from the Lien of the Mortgage Documents relating
thereto, but only upon satisfaction of all of the following conditions:

               (i) Any request for Project Release shall be made in writing to
          the Administrative Agent no less than five (5) Business Days prior to
          the date of the requested Project Release;

               (ii) The proposed Released Project is being sold to or financed
          by a Person that is unaffiliated with either the Borrower or the
          Company pursuant to a bona-fide arm's length sale or financing
          transaction and, in the case of any sale of the Media City Center
          Project, the gross proceeds payable to Borrower are not less than
          $100,000,000;

               (iii) [Reserved]

               (iv) Borrower shall pay all of the Administrative Agent's
          reasonable costs and expenses, including counsel fees and
          disbursements, incurred in connection with the Project Release and the
          review and approval of the documents and information required to be
          delivered in connection therewith; and

               (v) Borrower shall deliver to the Administrative Agent
          simultaneously with the request referred to in clause (i) above, (A) a
          Borrowing Base Certificate signed by a Responsible Officer of
          Borrower, representing and certifying the pro forma calculations after
          giving effect to the proposed Project Release, and if such pro forma
          Borrowing Base Certificate demonstrates that the Project Release would
          result in a Borrowing Base Imbalance, Borrower shall not be entitled
          to such Project Release unless Borrower shall prepay Loans
          concurrently with such Project Release and otherwise in accordance
          with Section 2.7(6), and (B) a certification from a Responsible
          Officer as to the bona-fide arm's length nature of the proposed sale
          of such Released Property.


                                       38
<PAGE>

     Section 2.10 Payments; Pro Rata Treatment; Etc.

          (1) Payments Generally.

          (a) Payments by Borrower. Except to the extent otherwise provided
     herein, all payments of principal, interest, LC Disbursements and other
     amounts to be made by Borrower under this Agreement and the Notes, and,
     except to the extent otherwise provided therein, all payments to be made by
     Borrower under any other Loan Document, shall be made in Dollars, in
     immediately available funds, without deduction, set-off or counterclaim, to
     the Administrative Agent at an account designated by the Administrative
     Agent by notice to Borrower, not later than 1:00 p.m., New York City time,
     on the date on which such payment shall become due (each such payment made
     after such time on such due date to be deemed to have been made on the next
     succeeding Business Day).

          (b) Application of Payments. Subject to the provisions of Section
     2.7(7), Borrower shall, at the time of making each payment under this
     Agreement or any Note for the account of any Lender, specify to the
     Administrative Agent (which shall so notify the intended recipient(s)
     thereof) the Loans, LC Disbursements or other amounts payable by Borrower
     hereunder to which such payment is to be applied (and in the event that
     Borrower fails to so specify, or if an Event of Default has occurred and is
     continuing, the Administrative Agent may distribute such payment to the
     Lenders and the Issuing Bank for application in such manner as it may
     determine to be appropriate, subject to Section 2.10(2) and any other
     agreement among the Administrative Agent, the Lenders and the Issuing Bank
     with respect to such application).

          (c) Forwarding of Payments by Administrative Agent. Except as
     otherwise agreed by the Administrative Agent, the Lenders and the Issuing
     Bank, each payment received by the Administrative Agent under this
     Agreement or any Note for account of any Lender or the Issuing Bank shall
     be paid by the Administrative Agent promptly to such Lender or the Issuing
     Bank, as applicable, in immediately available funds, for the account of
     such Lender's Applicable Lending Office for the Loan or other Obligation in
     respect of which such payment is made (if applicable).

          (d) Extensions to Next Business Day. If the due date of any payment
     under this Agreement or any Note would otherwise fall on a day that is not
     a Business Day, such date shall be extended to the next succeeding Business
     Day, and interest shall be payable for any principal so extended for the
     period of such extension.

          (2) Pro Rata Treatment. Except to the extent otherwise provided
herein: (a) each advance of a Loan from the Lenders under Section 2.1(1) shall
be made from the Lenders, and any termination of the obligation to make an
advance of the Loans shall be applied to the respective Commitments of the
Lenders, pro rata according to the amounts of their respective Commitments; (b)
except as otherwise provided in Section 2.11(4), Loans shall be allocated pro
rata among the Lenders according to the amounts of their respective Commitments
(in the case of the making of Loans) or their respective Loans (in the case of
Conversions or Continuations of Loans); (c) each payment or prepayment of
principal of Loans or unreimbursed LC Disbursements by Borrower shall be made
for the account of the Lenders pro rata in

                                       39
<PAGE>

accordance with the respective unpaid principal amounts of the Loans or
unreimbursed LC Disbursements held by them; and (d) each payment of interest on
Loans or unreimbursed LC Disbursements by Borrower shall be made for account of
the Lenders pro rata in accordance with the amounts of interest on such Loans or
unreimbursed LC Disbursements then due and payable to the respective Lenders.

          (3) Non-Receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have been notified by a Lender or Borrower (in either
case, the "Payor") prior to the date on which the Payor is to make payment to
the Administrative Agent of (in the case of a Lender) the proceeds of a Loan to
be made by such Lender hereunder or (in the case of Borrower) a payment to the
Administrative Agent for account of any Lender hereunder or the Issuing Bank (in
either case, such payment being herein called the "Required Payment"), which
notice shall be effective upon receipt, that the Payor does not intend to make
the Required Payment to the Administrative Agent, the Administrative Agent may
assume that the Required Payment has been made and may, in reliance upon such
assumption (but shall not be required to), make the amount thereof available to
the intended recipient(s) on such date; and, if the Payor has not in fact made
the Required Payment to the Administrative Agent, the recipient(s) of such
payment shall, on demand, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date (the "Advance Date") such amount was so made
available by the Administrative Agent until the date the Administrative Agent
recovers such amount at a rate per annum equal to (a) the Federal Funds Rate for
such day in the case of payments returned to the Administrative Agent by any of
the Lenders or (b) the applicable interest rate due hereunder with respect to
payments returned by Borrower to the Administrative Agent and, if such
recipient(s) shall fail promptly to make such payment, the Administrative Agent
shall be entitled to recover such amount, on demand, from the Payor, together
with interest as aforesaid, provided that if neither the recipient(s) nor the
Payor shall return the Required Payment to the Administrative Agent within three
(3) Business Days of the Advance Date, then, retroactively to the Advance Date,
the Payor and the recipient(s) shall each be obligated to pay interest on the
Required Payment as follows:

          (a) if the Required Payment shall represent a payment to be made by
     Borrower to the Lenders or the Issuing Bank, Borrower and the recipient(s)
     shall each be obligated retroactively to the Advance Date to pay interest
     in respect of the Required Payment at the Default Rate (without duplication
     of the obligation of Borrower under Section 2.6 to pay interest on the
     Required Payment at the Default Rate), it being understood that the return
     by the recipient(s) of the Required Payment to the Administrative Agent
     shall not limit such obligation of Borrower under Section 2.6 to pay
     interest at the Default Rate in respect of the Required Payment, and

          (b) if the Required Payment shall represent proceeds of a Loan to be
     made by the Lenders to Borrower, the Payor and Borrower shall each be
     obligated retroactively to the Advance Date to pay interest in respect of
     the Required Payment pursuant to whichever of the rates specified in
     Section 2.6 is applicable to the Type of such Loan, it being understood
     that the return by Borrower of the Required Payment to the Administrative
     Agent shall not limit any claim Borrower may have against the Payor in
     respect of such Required Payment.



                                       40
<PAGE>

          (4) Sharing of Payments, Etc.

          (a) Right of Set-off. Each Lender hereby acknowledges that the
     exercise by any Lender of offset, set-off, banker's lien, or similar rights
     against any deposit account or other property or asset of Borrower, whether
     not located in the State of California or any other state with certain laws
     restricting lenders from pursuing multiple collection methods, could result
     under such laws in significant impairment of the ability of all Lenders to
     recover any further amounts in respect of the Loans. Therefore, each Lender
     agrees that neither it nor any of its affiliates shall exercise any right
     of offset, set-off, banker's lien, or otherwise, against any assets of the
     Borrower which may be in its hands (including all general or special, time
     or demand, provisional or other deposits and other indebtedness owing by
     such Person to or for the credit or the account of Borrower) in respect of
     any obligation owed by Borrower under the Loan Documents without the prior
     written consent of the Administrative Agent and the Majority Lenders.

          (b) Sharing. If any Lender shall obtain from Borrower payment of any
     principal of or interest on any Loan or any participation in LC
     Disbursements owing to it or payment of any other amount under this
     Agreement or any other Loan Document through the exercise of any right of
     set-off, banker's lien or counterclaim or similar right or otherwise (other
     than from the Administrative Agent as provided herein), and, as a result of
     such payment, such Lender shall have received a greater percentage of the
     principal of or interest on the Loans, participations in LC Disbursements
     or such other amounts then due hereunder or thereunder by Borrower to such
     Lender than the percentage received by any other Lender, it shall promptly
     purchase from such other Lenders participations in (or, if and to the
     extent specified by such Lender, direct interests in) the Loans,
     participations in LC Disbursements or such other amounts, respectively,
     owing to such other Lenders (or in interest due thereon, as the case may
     be) in such amounts, and make such other adjustments from time to time as
     shall be equitable, to the end that all the Lenders shall share the benefit
     of such excess payment (net of any expenses that may be incurred by such
     Lender in obtaining or preserving such excess payment) pro rata in
     accordance with the unpaid principal of and/or interest on the Loans,
     participations in LC Disbursements or such other amounts, respectively,
     owing to each of the Lenders. To such end all the Lenders shall make
     appropriate adjustments among themselves (by the resale of participations
     sold or otherwise) if such payment is rescinded or must otherwise be
     restored.

          (c) Consent by Borrower. Borrower agrees that any Lender so purchasing
     such a participation (or direct interest) may exercise all rights of
     set-off, banker's lien, counterclaim or similar rights with respect to such
     participation as fully as if such Lender were a direct holder of Loans,
     participations in LC Disbursements or other amounts (as the case may be)
     owing to such Lender in the amount of such participation.

          (d) Rights of Lenders; Bankruptcy. Nothing contained herein shall
     require any Lender to exercise any such right or shall affect the right of
     any Lender to exercise, and retain the benefits of exercising, any such
     right with respect to any other indebtedness or obligation of Borrower. If,
     under any applicable bankruptcy, insolvency or other similar law, any
     Lender receives a secured claim in lieu of a set-off to which this


                                       41
<PAGE>

     Section 2.10(4) applies, such Lender shall, to the extent practicable,
     exercise its rights in respect of such secured claim in a manner consistent
     with the rights of the Lenders entitled under this Section 2.10(4) to share
     in the benefits of any recovery on such secured claim.

     Section 2.11 Yield Protection; Etc.

          (1) Additional Costs.

          (a) Costs of Making or Maintaining Eurodollar Loans. Borrower shall
     pay directly to each Lender and the Issuing Bank from time to time such
     amounts as such Lender or the Issuing Bank may reasonably determine to be
     necessary to compensate such Lender or the Issuing Bank for any costs that
     such Lender or the Issuing Bank determines are attributable to its making
     or maintaining of any Eurodollar Loans or issuing or maintaining any
     Letters of Credit or its obligation to make any Eurodollar Loans or issue
     or participate in any Letters of Credit hereunder, or any reduction in any
     amount receivable by such Lender or the Issuing Bank hereunder in respect
     of any of such Loans or Letters of Credit or such obligations (such
     increases in costs and reductions in amounts receivable being herein called
     "Additional Costs"), resulting from any Regulatory Change that:

          (i) shall subject any Lender (or its Applicable Lending Office for any
     of such Loans) or the Issuing Bank to any tax, duty or other charge in
     respect of such Loans or its Note or any Letters of Credit or changes the
     basis of taxation of any amounts payable to such Lender or the Issuing Bank
     under this Agreement or its Note in respect of any of such Loans or any
     Letters of Credit (excluding changes in the rate of tax on the overall net
     income or franchise taxes in lieu of taxes on the overall net income of
     such Lender or of such Applicable Lending Office or the Issuing Bank by the
     jurisdiction in which such Lender has its principal office or such
     Applicable Lending Office or the Issuing Bank has its principal office); or

          (ii) imposes or modifies any reserve, special deposit or similar
     requirements (other than the Reserve Requirement used in the determination
     of the Adjusted Libor Rate for any Interest Period for such Loan) relating
     to any extensions of credit or other assets of, or any deposits with or
     other liabilities of, such Lender (including, without limitation, any of
     such Loans or any deposits referred to in the definition of "Libor Base
     Rate") or the Issuing Bank, or any commitment of such Lender (including,
     without limitation, the Commitment of such Lender hereunder) or the Issuing
     Bank; or

          (iii) imposes any other condition affecting this Agreement or its Note
     (or any of such extensions of credit or liabilities) or its Commitment or
     any Letter of Credit or its participation therein.

If any Lender or the Issuing Bank requests compensation from Borrower under this
paragraph (a), Borrower may, by notice to such Lender or the Issuing Bank (with
a copy to the Administrative Agent), suspend the obligation of such Lender
thereafter to make or Continue Eurodollar Loans or suspend the obligation of the
Issuing Bank to issue or maintain Letters of



                                       42
<PAGE>

Credit, or to Convert Loans into Eurodollar Loans, until the Regulatory Change
giving rise to such request ceases to be in effect (in which case the provisions
of Section 2.11(4) shall be applicable), provided that such suspension shall not
affect the right of such Lender or the Issuing Bank to receive the compensation
so requested, and shall be permitted to obtain Alternate Base Rate Loans.

          (b) Costs Attributable to Regulatory Change or Risk-Based Capital
     Guidelines. Without limiting the effect of the foregoing provisions of this
     Section 2.11(1) (but without duplication), Borrower shall pay directly to
     each Lender and the Issuing Bank from time to time on request such amounts
     as such Lender or the Issuing Bank may determine to be necessary to
     compensate such Lender or the Issuing Bank (or, without duplication, the
     bank holding company of which such Lender or the Issuing Bank is a
     subsidiary) for any costs that it determines are attributable to the
     maintenance by such Lender or the Issuing Bank (or any Applicable Lending
     Office or such bank holding company), pursuant to any law or regulation or
     any interpretation, directive or request (whether or not having the force
     of law and whether or not failure to comply therewith would be unlawful) of
     any court or governmental or monetary authority (i) following any
     Regulatory Change or (ii) implementing any risk-based capital guideline or
     other requirement (whether or not having the force of law and whether or
     not the failure to comply therewith would be unlawful) hereafter issued by
     any government or governmental or supervisory authority implementing at the
     national level the Basle Accord, of capital in respect of its Commitment or
     Loans or Letters of Credit (such compensation to include, without
     limitation, an amount equal to any reduction of the rate of return on
     assets or equity of such Lender or the Issuing Bank (or any Applicable
     Lending Office or such bank holding company) to a level below that which
     such Lender or the Issuing Bank (or any Applicable Lending Office or such
     bank holding company) could have achieved but for such law, regulation,
     interpretation, directive or request.

          (c) Notification and Certification. Each Lender or the Issuing Bank,
     as applicable, shall notify Borrower of any event occurring after the date
     hereof entitling such Lender or the Issuing Bank to compensation under
     paragraph (a) or (b) of this Section 2.11(1) as promptly as practicable,
     but in any event within 180 days, after such Lender or the Issuing Bank
     obtains actual knowledge thereof; provided that (i) if any Lender or the
     Issuing Bank fails to give such notice within 180 days after such an event,
     such Lender or the Issuing Bank shall, with respect to compensation payable
     pursuant to this Section 2.11(1) in respect of any costs resulting from
     such event, only be entitled to payment under this Section 2.11(1) for
     costs incurred from and after the date 180 days prior to the date that such
     Lender or the Issuing Bank does give such notice and (ii) each Lender will
     designate a different Applicable Lending Office for the Loans of such
     Lender affected by such event if such designation will avoid the need for,
     or reduce the amount of, such compensation and will not, in the sole
     opinion of such Lender, be disadvantageous to such Lender, except that such
     Lender shall have no obligation to designate an Applicable Lending Office
     located in the United States of America. Each Lender or the Issuing Bank,
     as applicable, will furnish to Borrower a certificate setting forth the
     basis and amount of each request by such Lender or the Issuing Bank, as
     applicable, for compensation under paragraph (a) or (b) of this Section
     2.11(1). Determinations and allocations by any Lender or the Issuing Bank,
     as applicable, for


                                       43
<PAGE>

     purposes of this Section 2.11(1) of the effect of any Regulatory Change
     pursuant to paragraph (a) of this Section 2.11(1), or of the effect of
     capital maintained pursuant to paragraph (b) of this Section 2.11(1), on
     its costs or rate of return of maintaining Loans or issuing, maintaining or
     participating in Letters of Credit or its obligation to make Loans or to
     issue, maintain or participate in Letters of Credit, or on amounts
     receivable by it in respect of Loans or Letters of Credit, and of the
     amounts required to compensate such Lender or the Issuing Bank, as
     applicable, under this Section 2.11(1), shall be conclusive, provided that
     such determinations and allocations are made on a reasonable basis.

          (2) Limitation on Types of Loans. Anything herein to the contrary
notwithstanding, if, on or prior to the determination of the Libor Base Rate for
any Interest Period for any Eurodollar Loan:

          (a) the Administrative Agent determines, which determination shall be
     conclusive, that quotations of interest rates for the relevant deposits
     referred to in the definition of Libor Base Rate are not being provided in
     the relevant amounts or for the relevant maturities for purposes of
     determining rates of interest for Eurodollar Loans as provided herein; or

          (b) the Majority Lenders determine, which determination shall be
     conclusive, and notify the Administrative Agent that the relevant rates of
     interest referred to in the definition of Libor Base Rate upon the basis of
     which the rate of interest for Eurodollar Loans for such Interest Period is
     to be determined are not likely adequately to cover the cost to such
     Lenders of making or maintaining Eurodollar Loans for such Interest Period;

then the Administrative Agent shall give Borrower and each Lender prompt notice
thereof and, so long as such condition remains in effect, the Lenders shall be
under no obligation to make additional Eurodollar Loans, to Continue Eurodollar
Loans or to Convert Loans of any other Type into Eurodollar Loans, and Borrower
shall, on the last day(s) of the then current Interest Period(s) for the
outstanding Eurodollar Loans, either prepay such Loans or such Loans shall be
automatically Converted into Alternate Base Rate Loans.

          (3) Illegality. Notwithstanding any other provision of this Agreement,
in the event that it becomes unlawful for any Lender or its Applicable Lending
Office to honor its obligation to make or maintain Eurodollar Loans hereunder
(and, in the sole opinion of such Lender, the designation of a different
Applicable Lending Office would either not avoid such unlawfulness or would be
disadvantageous to such Lender), then such Lender shall promptly notify Borrower
thereof (with a copy to the Administrative Agent) and such Lender's obligation
to make or Continue, or to Convert Loans of any other Type into, Eurodollar
Loans shall be suspended until such time as such Lender may again make and
maintain Eurodollar Loans (in which case the provisions of Section 2.11(4) shall
be applicable).

          (4) Treatment of Affected Loans. If the obligation of any Lender to
make or to Continue Eurodollar Loans, or to Convert Alternate Base Rate Loans
into Eurodollar Loans, shall be suspended pursuant to Section 2.11(1) or
2.11(3), such Lender's Loans shall be automatically Converted into Alternate
Base Rate Loans on the last day(s) of the then current Interest Period(s) for
Loans (or, in the case of a Conversion resulting from a circumstance



                                       44
<PAGE>

described in Section 2.11(3), on such earlier date as such Lender may specify to
Borrower with a copy to the Administrative Agent) and, unless and until such
Lender gives notice as provided below that the circumstances specified in
Section 2.11(1) or 2.11(3) that gave rise to such Conversion no longer exist:

          (a) to the extent that such Lender's Loans have been so Converted, all
     payments and prepayments of principal that would otherwise be applied to
     such Lender's Loans shall be applied instead to its Alternate Base Rate
     Loans; and

          (b) all Loans that would otherwise be made or Continued by such Lender
     as Eurodollar Loans shall be made or Continued instead as Alternate Base
     Rate Loans, and all Loans of such Lender that would otherwise be Converted
     into Eurodollar Loans shall remain as Alternate Base Rate Loans.

If such Lender gives notice to Borrower with a copy to the Administrative Agent
that the circumstances specified in Section 2.11(1) or 2.11(3) that gave rise to
the Conversion of such Lender's Loans pursuant to this Section 2.11(4) no longer
exist (which such Lender agrees to do promptly upon such circumstances ceasing
to exist) at a time when Eurodollar Loans made by other Lenders are outstanding,
such Lender's Alternate Base Rate Loans shall be automatically Converted, on the
first day(s) of the next succeeding Interest Period(s) for such outstanding
Eurodollar Loans, to the extent necessary so that, after giving effect thereto,
all Alternate Base Rate Loans and Eurodollar Loans are allocated among the
Lenders ratably (as to principal amounts, Types and Interest Periods) in
accordance with their respective Commitments.

          (5) Compensation. Borrower shall pay to the Administrative Agent for
account of each Lender, upon the request of such Lender through the
Administrative Agent, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost or
expense that such Lender determines is attributable to:

          (a) any payment, prepayment or Conversion of a Eurodollar Loan made by
     such Lender for any reason (including, without limitation, the acceleration
     of the Loans pursuant to the Administrative Agent's or the Lenders' rights
     referred to in Article 10) on a date other than the last day of the
     Interest Period for such Loan; or

          (b) any failure by Borrower for any reason to borrow a Eurodollar Loan
     from such Lender on the date for such borrowing specified in the relevant
     Borrowing Request given to the Administrative Agent in accordance with the
     terms of this Agreement.

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
that otherwise would have accrued on the principal amount so paid, prepaid,
Converted or not borrowed for the period from the date of such payment,
prepayment, Conversion or failure to borrow to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow, the
Interest Period for such Loan that would have commenced on the date specified
for such borrowing) at the applicable rate of interest for such Loan provided
for herein over (ii) the amount of interest that otherwise would have accrued on
such principal amount at a rate per annum equal to the interest component of the
amount such Lender would have bid in the London interbank market for Dollar

                                       45
<PAGE>

deposits of leading banks in amounts comparable to such principal amount and
with maturities comparable to such period (as reasonably determined by such
Lender), or if such Lender shall cease to make such bids, the equivalent rate,
as reasonably determined by such Lender, derived from Page 3750 of the Dow Jones
Markets (Telerate) Service or other publicly available source as described in
the definition of Libor Base Rate.

          (6) U.S. Taxes.

          (a) Gross-up for Deduction or Withholding of U.S. Taxes. Borrower
     agrees to pay to each Lender and Issuing Bank that is not a U.S. Person
     such additional amounts as are necessary in order that the net payment of
     any amount due to such non-U.S. Person hereunder after deduction for or
     withholding in respect of any U.S. Taxes imposed with respect to such
     payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S.
     Person), will not be less than the amount stated herein to be then due and
     payable, provided that the foregoing obligation to pay such additional
     amounts shall not apply:

          (i) to any payment to any Lender or Issuing Bank hereunder unless such
     Lender or Issuing Bank is, on the date hereof (or on the date it becomes a
     Lender hereunder as provided in Section 11.24(2) or an Issuing Bank
     hereunder as provided in Section 2.2) and on the date of any change in the
     Applicable Lending Office of such Lender, entitled to submit either a Form
     W-8BEN (relating to such Lender or Issuing Bank and entitling it to a
     complete exemption from withholding on all interest to be received by it
     hereunder) or a Form W-8ECI (relating to all interest to be received by
     such Lender or Issuing Bank hereunder), or

          (ii) to any U.S. Taxes imposed solely by reason of the failure by such
     non-U.S. Person to comply with applicable certification, information,
     documentation or other reporting requirements concerning the nationality,
     residence, identity or connections with the United States of America of
     such non-U.S. Person if such compliance is required by statute or
     regulation of the United States of America as a precondition to relief or
     exemption from such U.S. Taxes.

For the purposes hereof, (A) "U.S. Person" means a citizen, national or resident
of the United States of America, a corporation, limited liability company,
partnership or other entity created or organized in or under any laws of the
United States of America or any State thereof, or any estate or trust that is
subject to Federal income taxation regardless of the source of its income, (B)
"U.S. Taxes" means any present or future tax, assessment or other charge or levy
imposed by or on behalf of the United States of America or any taxing authority
thereof or therein, (C) "Form W-8BEN" means Form W-8BEN (Certificate of Foreign
Status of Beneficial Owner for United States Tax Withholding) of the Department
of the Treasury of the United States of America and (D) "Form W-8ECI" means Form
W-8ECI (Certificate of Foreign Person's Claim for Exemption from Withholding on
Income Effectively Connected With the Conduct of a Trade or Business in the
United States) of the Department of the Treasury of the United States of
America. Each of the Forms referred to in the foregoing clauses (C) and (D)
shall include such successor and related forms as may from time to time be
adopted by the relevant taxing authorities of the United States of America to
document a claim to which such Form relates.


                                       46
<PAGE>

          (b) Evidence of Deduction, Etc. Within 30 days after paying any amount
     to the Administrative Agent or any Lender from which it is required by law
     to make any deduction or withholding, and within 30 days after it is
     required by law to remit such deduction or withholding to any relevant
     taxing or other authority, Borrower shall deliver to the Administrative
     Agent for delivery to such non-U.S. Person evidence reasonably satisfactory
     to such Person of such deduction, withholding or payment (as the case may
     be).

          (c) Notification and Certification. Each Lender or the Issuing Bank,
     as applicable, shall notify Borrower of any event occurring after the date
     hereof entitling such Lender or the Issuing Bank to payments under
     paragraph (a) of this Section 2.11(6) as promptly as practicable, but in
     any event within 180 days, after such Lender or the Issuing Bank obtains
     actual knowledge thereof; provided that if any Lender or the Issuing Bank
     fails to give such notice within 180 days after it actually knew, or should
     reasonably have known, of such an event, such Lender or the Issuing Bank
     shall, with respect to payments due pursuant to this Section 2.11(6) in
     respect of any additional payments resulting from such event, only be
     entitled to payment under this Section 2.11(6) for additional payments
     relating to periods from and after the date 180 days prior to the date that
     such Lender or the Issuing Bank does give such notice. Each Lender or the
     Issuing Bank, as applicable, will furnish to Borrower a certificate setting
     forth the basis and amount of each request by such Lender or the Issuing
     Bank, as applicable, for payments under paragraph (a) of this Section
     2.11(6) and the amount set forth on such certificate shall be conclusive
     absent manifest error and shall be paid by Borrower within ten (10) days
     after receipt of such certificate.

          (7) Replacement of Lenders. If any Lender requests compensation
pursuant to Section 2.11(1) or 2.11(6), or any Lender's obligation to Continue
Loans of any Type, or to Convert Loans of any Type into the other Type of Loan,
shall be suspended pursuant to Section 2.11(2) or 2.11(3) or any Lender defaults
in its obligation to fund Loans hereunder (any such Lender requesting such
compensation, or whose obligations are so suspended or who has defaulted, being
herein called a "Requesting Lender"), Borrower, upon three (3) Business Days
notice, may require that such Requesting Lender transfer all of its right, title
and interest under this Agreement and such Requesting Lender's Note to any bank
or other financial institution (a "Proposed Lender") identified by Borrower that
is reasonably satisfactory to the Administrative Agent and the Issuing Bank (i)
if such Proposed Lender agrees to assume all of the obligations of such
Requesting Lender hereunder, and to purchase all of such Requesting Lender's
Loans and participations in LC Disbursements hereunder for consideration equal
to the aggregate outstanding principal amount of such Requesting Lender's Loans
and participations in LC Disbursements, together with interest thereon to the
date of such purchase (to the extent not paid by Borrower), and reasonably
satisfactory arrangements are made for payment to such Requesting Lender of all
other amounts accrued and payable hereunder to such Requesting Lender as of the
date of such transfer (including any fees accrued hereunder and any amounts that
would be payable under Section 2.11(5) as if all of such Requesting Lender's
Loans were being prepaid in full on such date) and (ii) if such Requesting
Lender has requested compensation pursuant to Section 2.11(1) or 2.11(6), such
Proposed Lender's aggregate requested compensation, if any, pursuant to Section
2.11(1) or 2.11(6) with respect to such Requesting Lender's Loans is lower than
that of the Requesting Lender. Subject to the



                                       47
<PAGE>

provisions of Section 11.24(2), such Proposed Lender shall be a "Lender" for all
purposes hereunder. Without prejudice to the survival of any other agreement of
Borrower hereunder, the agreements of Borrower contained in Sections 2.11(1),
2.11(6) and 11.5 (without duplication of any payments made to such Requesting
Lender by Borrower or the Proposed Lender) shall survive for the benefit of such
Requesting Lender under this Section 2.11(7) with respect to the time prior to
such replacement. The right to replace a defaulting Lender under this Section
shall not in any way reduce any rights which Borrower may have against such
Lender as a consequence of such default.

     Section 2.12 Borrowing Base Determination.

          (1) Initial Projects. As of the date hereof, the Administrative Agent
and the Lenders have accepted the Properties listed on Schedule 2.12 as Projects
for the purposes of the Borrowing Base as of the Closing Date, provided that the
parties acknowledge and agree that: (a) Borrower owns only a ground leasehold
interest in the Media City Center Project, (b) the Media City Center Project is
partially enclosed, (c) the PML for the Media City Center Project is greater
than 20% and (d) the Wal-Mart at the Baldwin Hills Mall is a single-tenant
retail store.

          (2) Additional Projects. If Borrower desires that the Administrative
Agent accept an additional Property as an Eligible Project for the purposes of
the Borrowing Base, Borrower shall so notify the Administrative Agent in writing
and deliver to the Administrative Agent a duly executed and completed due
diligence request form in the form attached as Exhibit F hereto. The
Administrative Agent's acceptance of such Property in the Borrowing Base shall
not be unreasonably withheld, conditioned or delayed, provided that such
Property shall meet the requirements for Eligible Projects specified herein and
provided further that a Property shall not be accepted as an Eligible Project
unless and until Borrower has delivered to the Administrative Agent (i) Mortgage
Documents in respect of such Property including, without limitation, the
payments specified in clause (g) of the definition of Mortgage Documents, (ii)
the Eligible Project Documents relating to such Property in form and substance
reasonably satisfactory to the Administrative Agent and (iii) payment of the
reasonable out-of-pocket costs and expenses incurred or to be incurred by the
Administrative Agent in connection therewith (including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent).

          (3) Wal-Mart at Baldwin Hills Mall. With respect to the Project known
as the Wal-Mart at the Baldwin Hills Mall in Los Angeles, California, until the
tenant under the Wal-Mart Lease has been paying monthly base rent for four (4)
full fiscal quarters, the monthly rental payments made by the tenant under the
Wal-Mart Lease shall be annualized for purposes of determining the Underwritten
Value and Net Operating Income for such Project, but otherwise the Underwritten
Value and Net Operating Income for such Project be determined (and shall remain
subject to change) as provided in the definitions of Underwritten Value and Net
Operating Income.

          (4) Inspections. The Administrative Agent, at the expense of the
Lenders (except as hereinafter provided), may make physical and other
verifications of any Projects included in the Borrowing Base in any reasonable
manner and through any medium that the Administrative Agent considers advisable,
and Borrower shall furnish all such assistance and information as the
Administrative Agent may require in connection therewith. Notwithstanding



                                       48
<PAGE>

the foregoing, if any such inspection results in the Administrative Agent
determining that such Project is not an Eligible Project, then such inspection
shall be at the expense of the Borrower and the Borrower shall reimburse the
Administrative Agent for its reasonable expenses in connection therewith within
ten (10) days after written request.

          (5) Required Number and Value of Projects. At no time shall (a) there
be less than five (5) Projects included in the collateral for the Obligations,
(b) the Underwritten Value of all of the Projects be less than $100,000,000 or
(c) the Underwritten Value of the Media City Center Project be permitted, for
purposes of determining the Borrowing Base, to be greater than the lesser of
$104,000,000 and an amount equal to fifty-six percent (56%) of the Underwritten
Value of all of the Projects (including the Media City Center Project) and in
the event that the Underwritten Value of the Media City Center Project is
greater than the lesser of $104,000,000 and an amount equal to fifty-six percent
(56%) of the Underwritten Value of all of the Projects (including the Media City
Center Project), the Borrowing Base shall not be increased by or credited with
the amount by which the Underwritten Value of the Media City Center Project is
greater than the lesser of $104,000,000 and an amount equal to fifty-six percent
(56%) of the Underwritten Value of all of the Projects (including the Media City
Center Project).

          (6) Appraisals. The Administrative Agent shall have the right, at the
expense of Borrower, to require reappraisals of the Projects if the same are
required pursuant to a legal requirement, provided that no more than one
reappraisal shall be required for each Project in any twelve (12) month period.

          (7) Ineligibility. Notwithstanding anything to the contrary set forth
herein, a Property shall cease to be an Eligible Project (and a Project for
Borrowing Base purposes) if it shall cease to comply with the requirements
therefor set forth herein, unless otherwise approved by the Majority Lenders and
the Administrative Agent at the time of such ineligibility.

     Section 2.13 Fees.

          (1) Borrower agrees to pay to the Administrative Agent for the account
of each Lender an unused facility fee, which shall accrue at a rate of 0.375%
per annum on the daily amount of the unused Commitment of such Lender during the
period from and including the date hereof to but excluding the date on which
such Commitment terminates. Accrued unused facility fees shall be payable in
arrears on the last day of March, June, September and December of each year and
on the date on which the Commitments terminate, commencing as of the date
hereof. All unused facility fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).

          (2) Borrower agrees to pay (i) to the Administrative Agent for the
account of each Lender a participation fee with respect to its participations in
Letters of Credit, which shall accrue at a rate of 2.50% per annum on the
average daily amount of such Lender's LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the date hereof to but excluding the later of the date on which such
Lender's Commitment terminates and the date on which such Lender ceases to have
any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue
at the rate or rates per annum separately agreed upon between Borrower and the
Issuing Bank on the average daily amount of



                                       49
<PAGE>

the LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the date hereof to but
excluding the later of the date of termination of the Commitments and the date
on which there ceases to be any LC Exposure, as well as the Issuing Bank's
standard fees with respect to the issuance, amendment, renewal or extension of
any Letter of Credit or processing of drawings thereunder. Participation fees
and fronting fees accrued through and including the last day of March, June,
September and December of each year shall be payable on the third Business Day
following such last day, commencing as of the date hereof; provided that all
such fees shall be payable on the date on which the Commitments terminate and
any such fees accruing after the date on which the Commitments terminate shall
be payable on demand. Any other fees payable to the Issuing Bank pursuant to
this paragraph shall be payable within 10 days after demand. All participation
fees and fronting fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).

          (3) Borrower agrees to pay to the Administrative Agent, for its own
account, fees payable in the amounts and at the times separately agreed upon
between Borrower and the Administrative Agent.

          (4) Borrower agrees to pay to GECC and/or Affiliates of GECC, for
their account, fees payable in the amounts and at the times separately agreed
upon between Borrower and GECC and/or such Affiliates.

          (5) Borrower agrees to pay to the Administrative Agent, for the
account of the Lenders, a commitment fee in an amount equal to $1,500,000, such
commitment fee being payable on the Closing Date.

          (6) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
facility fees and participation fees, to the Lenders. Fees paid shall not be
refundable under any circumstances.

                                    ARTICLE 3

                  INSURANCE, CONDEMNATION, AND LOCKBOX ACCOUNT

     Section 3.1 Insurance. Borrower shall maintain insurance as follows:

          (1) Casualty; Business Interruption. Borrower and each of its
Subsidiaries shall keep each Property insured against damage by fire and the
other hazards covered by a standard extended coverage and all-risk insurance
policy for the full insurable value thereof (without reduction for depreciation
or co-insurance), and shall maintain such other casualty insurance as reasonably
required by the Administrative Agent. Borrower and each of its Subsidiaries
shall keep each Property insured against loss by flood if such Property is
located in an area identified by the Federal Emergency Management Agency as an
area having special flood hazards and in which flood insurance has been made
available under the National Flood Insurance Act of 1968 (and any successor act
thereto) in an amount at least equal to the lesser of (i) the maximum amount of
the Loans or (ii) the maximum limit of coverage available under said


                                       50
<PAGE>

act. Borrower and each of its Subsidiaries shall maintain use and occupancy
insurance covering, as applicable, rental income or business interruption, with
coverage in an amount not less than twelve (12) months anticipated gross rental
income or gross business earnings, as applicable in each case, attributable to
the Properties. In addition, Borrower and each of its Subsidiaries shall obtain
earthquake insurance in amounts and in form and substance reasonably
satisfactory to the Administrative Agent in the event and to the extent any of
the Properties is located in an area with a high degree of seismic activity as
reasonably determined by the Administrative Agent. The proceeds of insurance
paid on account of any damage or destruction to any Project shall be paid to the
Administrative Agent to be applied as provided in Section 3.2. Administrative
Agent acknowledges that, as of the Closing Date, the insurance coverages in
effect on the Closing Date are satisfactory to Administrative Agent.

          (2) Liability. Borrower and each of its Subsidiaries shall maintain
(a) commercial general liability insurance with respect to each Property
providing for limits of liability of not less than $5,000,000 for both injury to
or death of a person and for property damage per occurrence, and (b) other
liability insurance as reasonably required by the Administrative Agent.

          (3) Form and Quality. All insurance policies covering any of the
Projects shall be endorsed in form and substance reasonably acceptable to the
Administrative Agent to name the Administrative Agent (on behalf of the Lenders)
as an additional insured, loss payee or mortgagee thereunder, as its interest
may appear, with loss payable to the Administrative Agent, without contribution,
under a standard New York (or local equivalent) mortgagee clause. All such
insurance policies and endorsements shall be fully paid for and contain such
provisions and expiration dates and be in such form and issued by such insurance
companies licensed to do business in the relevant State, with a rating of "A-IX"
or better as established by Best's Rating Guide (or an equivalent rating
reasonably approved in writing by the Administrative Agent). Each policy shall
provide that such policy may not be cancelled or materially changed except upon
thirty (30) days' prior written notice of intention of non-renewal, cancellation
or material change to the Administrative Agent and that no act or thing done by
Borrower or any of its Subsidiaries shall invalidate any policy as against the
Administrative Agent or any Lender. If Borrower or any of its Subsidiaries fails
to maintain insurance in compliance with this Section 3.1, the Administrative
Agent may obtain such insurance and pay the premium therefor and Borrower shall,
on demand, reimburse the Administrative Agent for all reasonable expenses
incurred in connection therewith. Borrower shall assign the policies or proofs
of insurance covering any of the Projects to the Administrative Agent (on behalf
of the Lenders), in such manner and form that the Administrative Agent and its
successors and assigns shall at all times have and hold the same as security for
the payment of the Loans. Borrower shall deliver copies of all original policies
certified to the Administrative Agent by the insurance company or authorized
agent as being true copies, together with the endorsements required hereunder.
The proceeds of insurance policies coming into the possession of the
Administrative Agent shall not be deemed trust funds, and the Administrative
Agent shall be entitled to apply such proceeds as herein provided.

          (4) Adjustments. Borrower shall give immediate written notice of any
loss at any of the Projects to the insurance carrier and to the Administrative
Agent. If an Event of Default has occurred and is continuing, Borrower hereby
irrevocably authorizes and empowers



                                       51
<PAGE>

the Administrative Agent, as attorney-in-fact for Borrower coupled with an
interest, to make proof of loss, to adjust and compromise any claim under
insurance policies, to appear in and prosecute any action arising from such
insurance policies, to collect and receive insurance proceeds, and to deduct
therefrom the Administrative Agent's expenses incurred in the collection of such
proceeds. Nothing contained in this Section 3.1(4), however, shall require the
Administrative Agent or any Lender to incur any expense or take any action
hereunder.

     Section 3.2 Use and Application of Insurance Proceeds. The Administrative
Agent shall apply insurance proceeds relating to any of the Projects to costs of
restoring a Project or to the Obligations as follows:

          (1) if the loss is less than or equal to $250,000, the Administrative
Agent shall apply the insurance proceeds to restoration provided (a) no Event of
Default, Potential Default or Borrowing Base Imbalance exists, and (b) Borrower
promptly commences and is diligently pursuing restoration of the Project;

          (2) if the loss (A) exceeds $250,000 but is not more than (B)
$1,000,000, then the Administrative Agent shall apply the insurance proceeds to
restoration provided that at all times during such restoration (a) no Event of
Default, Potential Default or Borrowing Base Imbalance exists; (b) the
Administrative Agent determines that there are sufficient funds available to
restore and repair the Project to a condition reasonably approved by the
Administrative Agent; (c) the Administrative Agent determines that restoration
and repair of the Project to a condition reasonably approved by the
Administrative Agent will be completed within 12 months after the date of loss
or casualty (or such later date on which the business interruption insurance
maintained for such Project expires) and in any event ninety (90) days prior to
the Maturity Date; and (d) Borrower promptly commences and is diligently
pursuing restoration of the Project;

          (3) if the conditions set forth above are not satisfied or the loss
exceeds the maximum amount specified in clause (B) of Section 3.2(2) above, in
the Administrative Agent's sole discretion, the Administrative Agent may
(subject to the approval of the Majority Lenders) apply any insurance proceeds
it may receive to the payment of the Obligations or allow all or a portion of
such proceeds to be used for the restoration of a Project; and

          (4) insurance proceeds applied to restoration will be disbursed on
receipt of satisfactory plans and specifications, contracts and subcontracts,
schedules, budgets, lien waivers and architects' certificates, and otherwise in
accordance with prudent commercial construction lending practices for
construction loan advances. If, after the restoration is completed and all costs
relating thereto have been paid, there are excess insurance proceeds, then,
provided no Event of Default, Potential Default or Borrowing Base Imbalance
exists, the Administrative Agent shall remit such excess proceeds to Borrower.
If, after the restoration is completed and all costs relating thereto have been
paid, there are excess insurance proceeds which are being held by or for the
Administrative Agent and an Event of Default, Potential Default or Borrowing
Base Imbalance exists, the Administrative Agent may, in its sole discretion
(which the Administrative Agent shall exercise at the direction of the Majority
Lenders) apply the same in accordance with Section 2.7(7), it being understood
that if any such Event of Default, Potential Default or


                                       52
<PAGE>

Borrowing Base Imbalance is cured prior to such application, then the
Administrative Agent shall remit such excess proceeds to Borrower.

     Section 3.3 Condemnation Awards. Borrower shall immediately notify the
Administrative Agent of the institution of any proceeding for the condemnation
or other taking of a Property or any portion thereof. In the case of a
condemnation or other taking of a Project, the Administrative Agent may
participate in any such proceeding and Borrower will deliver to the
Administrative Agent all instruments necessary or required by the Administrative
Agent to permit such participation. In the case of a condemnation or other
taking of a Project, without the Administrative Agent's prior consent (subject
to the approval of the Majority Lenders), Borrower (1) shall not agree to any
compensation or award, and (2) shall not take any action or fail to take any
action which would cause the compensation to be determined. All awards and
compensation for the taking or purchase in lieu of condemnation of a Project or
any part thereof are hereby assigned to and shall be paid to the Administrative
Agent and applied by Administrative Agent as if the same were insurance proceeds
and as provided in Section 3.2. If and for so long as an Event of Default,
Potential Default or Borrowing Base Imbalance exists and is continuing, Borrower
authorizes the Administrative Agent to collect and receive awards and
compensation relating to any of the Projects, to give proper receipts and
acquittances therefor, and in the Administrative Agent's sole discretion (which
the Administrative Agent shall exercise at the direction of the Majority
Lenders) to apply the same in accordance with Section 2.7(7), notwithstanding
that the Obligations may not then be due and payable, or to the restoration of a
Project; provided, however, that if the award is less than or equal to $250,000
and Borrower requests that such proceeds be used for non-structural site
improvements (such as landscape, driveway, walkway and parking area repairs)
required to be made as a result of such condemnation, the Administrative Agent
will apply the award to such restoration in accordance with disbursement
procedures applicable to insurance proceeds provided there exists no Potential
Default, Event of Default or Borrowing Base Imbalance, and if, after such
restoration is completed and all costs relating thereto have been paid, there is
an excess condemnation award or other compensation and no Event of Default,
Potential Default or Borrowing Base Imbalances exists, the Administrative Agent
shall remit such excess to Borrower. If, after such restoration is completed and
all costs relating thereto have been paid, there is an excess condemnation award
or other compensation which is being held by or for Administrative Agent and an
Event of Default, Potential Default or Borrowing Base Imbalance exists, the
Administrative Agent may, in its sole discretion (which the Administrative Agent
shall exercise at the direction of the Majority Lenders), apply the same in
accordance with Section 2.7(7), it being understood that if any such Event of
Default, Potential Default or Borrowing Base Imbalance is cured prior to such
application, then the Administrative Agent shall remit such excess condemnation
award or other compensation to Borrower. Borrower, upon request by the
Administrative Agent, shall execute all instruments requested to confirm the
assignment of the awards and compensation to the Administrative Agent, free and
clear of all liens, charges or encumbrances.

     Section 3.4 Lockbox Account.

          (1) Borrower has established and will maintain with Bank of America,
N.A. (the "Lockbox Bank") a separate segregated account (no. 14200-06771) (the
"Lockbox Account") for the Projects. The Lockbox Account is owned by Borrower
for income tax purposes, but is subject to a Three-Party Agreement Relating to
Lockbox Services (With



                                       53
<PAGE>

Activation), dated as of June 1, 2002, among the Lockbox Bank, Borrower and the
Administrative Agent (the "Lockbox Agreement"). Borrower has granted to the
Administrative Agent a first priority security interest in the Lockbox Account
and all deposits at any time contained therein and the proceeds thereof pursuant
to the Cash Collateral Account Agreement and will take all actions necessary to
maintain in favor of the Administrative Agent a perfected first priority
security interest in the Lockbox Account, including, without limitation,
executing and filing UCC-1 financing statements and continuations thereof and
entering into control agreements with the Administrative Agent and/or the
Lockbox Bank to confirm the Administrative Agent's control (as defined in the
UCC) over the Lockbox Account and sending notices to the Lockbox Bank and
otherwise cooperating with the Administrative Agent in its obtaining of control
(as defined in the UCC) over the Lockbox Account. The Administrative Agent shall
have the sole right to make withdrawals from the Lockbox Account and all costs
and expenses for establishing and maintaining the Lockbox Account shall be paid
by Borrower when due.

          (2) Borrower has delivered, or has caused the Manager to deliver, or
concurrently herewith will deliver, or cause Manager to deliver written
instructions in substantially the form of Exhibit G hereto to all tenants under
leases at the Projects to deliver all rents and other amounts payable thereunder
directly to the Lockbox Bank for deposit into the Lockbox Account. Borrower
shall, and shall cause Manager to, deposit all amounts received by Borrower or
Manager and relating to any of the Projects into the Lockbox Account (and no
other account, except as provided under subparagraph (5) below) promptly upon
receipt.

          (3) Unless an Event of Default exists and is continuing, the Lockbox
Bank shall be permitted to sweep on a daily basis all funds in the Lockbox
Account to an account maintained by, and under the control of, Borrower (such
account being referred to as the "Borrower Account") as designated in writing by
Borrower. Borrower shall be entitled to use and apply all funds deposited into
the Borrower Account. If an Event of Default exists and is continuing, the
Administrative Agent may, at its option, instruct the Lockbox Bank to cease
sweeping funds into the Borrower Account and all funds will be swept daily from
the Lockbox Account to an account (the "Cash Management Account") in the name of
the Administrative Agent for the benefit of Lenders, which Cash Management
Account shall be under the control (as defined in the UCC) of the Administrative
Agent. The Cash Management Account shall be entitled "CT Operating Partnership,
L.P. for the benefit of General Electric Capital Corporation, as the
Administrative Agent and Secured Party," provided that the Administrative Agent
shall have the option to cause the financial institution maintaining such
account to change the name of the Cash Management Account by giving notice to
Borrower and such institution. Borrower hereby grants to the Administrative
Agent a first priority security interest in the Cash Management Account and all
deposits at any time contained therein and the proceeds thereof and will take
all actions necessary to maintain in favor of the Administrative Agent a
perfected first priority security interest in the Cash Management Account,
including, without limitation, executing and filing UCC-1 Financing Statements
and continuations thereof and entering into agreements to confirm the
Administrative Agent's control (as defined in the UCC) over the Cash Management
Account and/or any sub-accounts thereof and sending notices to the institution
maintaining the Cash Management Account and otherwise cooperating with the
Administrative Agent in its obtaining of control (as defined in the UCC) over
the Cash Management Account. The Administrative Agent shall have the sole right
to make withdrawals from the Cash


                                       54
<PAGE>

Management Account and, unless Borrower is no longer the owner of the Projects,
all reasonable out-of-pocket costs and expenses for establishing and maintaining
the Cash Management Account shall be paid by Borrower. All funds on deposit in
the Lockbox Account or in the Cash Management Account following the occurrence
and during the continuance of an Event of Default may be applied by the
Administrative Agent in such order and priority as the Administrative Agent
shall determine. No delay or omission of the Administrative Agent or the Lenders
in exercising any right under this Section shall impair any such right, or shall
be construed as a waiver of, or acquiescence in, any Event of Default.

          (4) If Borrower receives any rents or other income from any Project,
then (i) such amounts shall be held in trust for the benefit, and as the
property, of Administrative Agent, subject to the terms of this Agreement and
the other Loan Documents, (ii) such amounts shall not be commingled with any
other funds or property of Borrower and (iii) Borrower shall deposit such
amounts into the Lockbox Account (and no other account, except as provided in
subparagraph (5) below) within two (2) Business Days of receipt.

          (5) If Borrower desires to establish and maintain, in addition to the
Lockbox Account identified above, any one or more other separate segregated
accounts with the Lockbox Bank or any other financial institution reasonably
acceptable to the Administrative Agent (any such other financial institution, an
"Additional Lockbox Bank") for any one (1) or more of the Projects (any such
account, an "Additional Lockbox Account"), then Borrower shall so notify the
Administrative Agent in writing with respect thereto and deliver to the
Administrative Agent, at Borrower's sole cost and expense, any and all
agreements, certificates, opinions, financing statements, documents or
instruments reasonably required by the Administrative Agent in connection with
the Additional Lockbox Account (collectively, "Additional Lockbox Account
Documents"), including, without limitation, (a) a pledge and security agreement
reasonably satisfactory to the Administrative Agent (or an amendment to or an
amendment and restatement of the Cash Collateral Account Agreement) creating in
favor of the Administrative Agent, for the benefit of the Lenders, a perfected
first priority lien on and security interest in the Additional Lockbox Account
and any and all funds and deposits at any time held therein, including without
limitation, all interest earned thereon and all proceeds thereof, (b) a written
agreement reasonably satisfactory to Administrative Agent executed and delivered
by Borrower and the applicable Lockbox Bank or Additional Lockbox Bank to
confirm the Administrative Agent's control (as defined in the UCC) over the
Additional Lockbox Account, (c) written instructions in substantially the form
of Exhibit G hereto to all tenants under leases at the Project(s) in question to
deliver all rents and other amounts payable thereunder directly to the
applicable Lockbox Bank or Additional Lockbox Bank for deposit into the
applicable Additional Lockbox Account, (d) UCC-1 financing statements (or
amendments to existing UCC-1 financing statements) reasonably satisfactory to
Administrative Agent, (e) documents reasonably satisfactory to Administrative
Agent evidencing the formation, organization, valid existence, good standing,
and due authorization of and for Borrower and the Company for the execution,
delivery, and performance of the Additional Lockbox Account Documents by such
parties and (f) legal opinions issued by counsel for Borrower, opining (i) as to
the due organization, valid existence and good standing of Borrower, (ii) as to
the due authorization, execution, delivery, enforceability and validity of the
Additional Lockbox Account Documents with respect to Borrower and (iii) that the
Administrative Agent has a valid and perfected lien on and security interest in
the Additional Lockbox Account. The Administrative Agent's consent to the

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<PAGE>

establishment, maintenance and use of any particular Additional Lockbox Bank or
Additional Lockbox Account shall not be unreasonably withheld, conditioned or
delayed, provided that Borrower has delivered to the Administrative Agent (i)
Additional Lockbox Account Documents in form and substance reasonably
satisfactory to the Administrative Agent and (ii) payment of the reasonable
out-of-pocket costs and expenses incurred or to be incurred by the
Administrative Agent in connection therewith (including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent). If the
Administrative Agent has consented in writing to the establishment, maintenance
and use of any particular Additional Lockbox Bank or Additional Lockbox Account,
then such Additional Lockbox Bank or Additional Lockbox Account, as the case may
be, shall be and be deemed to be a Lockbox Bank or Lockbox Account, as the case
may be, for all purposes of this Agreement.

                                    ARTICLE 4

                              ENVIRONMENTAL MATTERS

     Section 4.1 Certain Definitions. As used herein, the following terms have
the meanings indicated:

          (1) "Environmental Laws" means any applicable federal, state or local
law (whether imposed by statute, or administrative or judicial order, or common
law), now or hereafter enacted, governing health, safety, industrial hygiene,
the environment or natural resources, or Hazardous Materials, including, such
laws governing or regulating the use, generation, storage, removal, recovery,
treatment, handling, transport, disposal, control, discharge of, or exposure to,
Hazardous Materials.

          (2) "Hazardous Materials" means any substance, material, waste or
mixture which is or shall be listed, defined, or otherwise determined by any
governmental authority to be hazardous, toxic, dangerous or otherwise regulated,
controlled or giving rise to liability under any Environmental Laws, including
(a) petroleum or chemical products, whether in liquid, solid, or gaseous form,
or any fraction or by-product thereof, (b) asbestos or asbestos-containing
materials, (c) polychlorinated biphenyls (pcbs), (d) radon gas, (e) any
explosive or radioactive substances and (f) lead or lead-based paint.

          Section 4.2 Representations and Warranties on Environmental Matters.
Borrower represents and warrants to the Administrative Agent and the Lenders
that, to Borrower's knowledge, except as set forth in the Site Assessments, (1)
no Hazardous Material is now or was formerly Released at or about any Property,
(2) all permits, licenses, approvals and filings required by Environmental Laws
for the use of each Property have been obtained, and the use, operation and
condition of each Property do not, and did not previously, violate any
Environmental Laws in any material respect, (3) no civil, criminal or
administrative action, suit, claim, hearing, investigation or proceeding has
been brought or been threatened, nor have any settlements been reached by or
with any parties or any liens imposed, in connection with any Property
concerning Hazardous Materials or Environmental Laws and (4) no underground
storage tanks exist at any Property.


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<PAGE>

     Section 4.3 Covenants on Environmental Matters.

          (1) Borrower shall (a) comply strictly and in all material respects
with applicable Environmental Laws; (b) notify the Administrative Agent
immediately upon Borrower's discovery of any Release of any Hazardous Material
at, upon, under, within, contiguous to or otherwise affecting any Property in
violation of any Environmental Law; (c) promptly remove such Hazardous Materials
and remediate such Property in full compliance with Environmental Laws and in
accordance with the recommendations and specifications of an independent
environmental consultant approved by the Administrative Agent, except to the
extent being contested in accordance with Section 8.11; and (d) promptly forward
to the Administrative Agent copies of all orders, notices, permits, applications
and reports made or received in connection with any Release or the presence of
any Hazardous Material, as they may affect any Property or Borrower.

          (2) Borrower shall not cause, shall prohibit any other Person within
the control of Borrower from causing, and shall use prudent, commercially
reasonable efforts to prohibit other Persons (including tenants) from causing
any Release of any Hazardous Materials at, upon, under, within or about any
Property.

          (3) If Administrative Agent or any Lender has a reasonable suspicion
that there may be a material violation of any Environmental Law related to the
Property, Hazardous Materials at or near a Property or a breach of
representations under Section 4.2, or if an Event of Default exists, Borrower
shall provide to the Administrative Agent, at Borrower's expense promptly upon
the written request of the Administrative Agent from time to time, a Site
Assessment or, if required by the Administrative Agent, an update to any
existing Site Assessment, to assess the presence or absence of any Hazardous
Materials and the potential costs in connection with abatement, cleanup or
removal of any Hazardous Materials found on, under, at or within any Property.
Borrower shall pay the cost of no more than one such Site Assessment or update
for each Property in any three (3) month period.

     Section 4.4 Allocation of Risks and Indemnity. As between Borrower, the
Administrative Agent, the Issuing Bank and the Lenders, all risk of loss
associated with non-compliance with Environmental Laws, or with the presence of
any Hazardous Material at, upon, within, contiguous to or otherwise affecting
each Property, shall lie solely with Borrower. Accordingly, Borrower shall bear
all risks and costs associated with any loss (including any loss in value
attributable to Hazardous Materials), damage or liability therefrom, including
all costs of removal of Hazardous Materials or other remediation required by
Environmental Laws. Borrower shall indemnify, defend and hold the Administrative
Agent and the Lenders harmless from and against all loss, liabilities, damages,
claims, costs and expenses (including reasonable costs of defense) arising out
of or associated, in any way, with the non-compliance with Environmental Laws,
or the existence of Hazardous Materials in, on, or about any Property, or a
breach of any representation, warranty or covenant contained in this Article 4,
whether based in contract, tort, implied or express warranty, strict liability,
criminal or civil statute or common law, including those arising from the joint,
concurrent, or comparative negligence of the Administrative Agent and the
Lenders; provided, however, that Borrower shall not be liable under such
indemnification to the extent such loss, liability, damage, claim, cost or
expense results solely from the Administrative Agent's or any Lender's gross
negligence or willful



                                       57
<PAGE>

misconduct. Borrower's obligations under this Section 4.4 shall arise upon the
discovery of the presence of any Hazardous Material, whether or not any
governmental authority has taken or threatened any action in connection with the
presence of any Hazardous Material, and whether or not the existence of any such
Hazardous Material or potential liability on account thereof is disclosed in the
Site Assessment and shall continue notwithstanding the repayment of the Loans or
any transfer or sale of any right, title and interest in the applicable Property
(by foreclosure, deed in lieu of foreclosure or otherwise).

     Section 4.5 No Waiver. Notwithstanding any provision in this Article 4 or
elsewhere in the Loan Documents, or any rights or remedies granted by the Loan
Documents, the Administrative Agent and the Lenders do not waive and expressly
reserves all rights and benefits now or hereafter accruing to the Administrative
Agent and/or any Lenders under the "security interest" or "secured creditor"
exception under applicable Environmental Laws, as the same may be amended. No
action taken by the Administrative Agent and/or any Lender pursuant to the Loan
Documents shall be deemed or construed to be a waiver or relinquishment of any
such rights or benefits under the "security interest exception."

                                    ARTICLE 5

                                 LEASING MATTERS

     Section 5.1 Representations and Warranties on Leases. Borrower represents
and warrants to the Administrative Agent and the Lenders with respect to leases
of the Projects that the following are true, correct and complete in all
material respects: (1) to Borrower's knowledge, the rent rolls delivered to the
Administrative Agent are each true and correct, and the leases are valid and in
and full force and effect; (2) the leases (including amendments) are in writing,
and there are no oral agreements with respect thereto; (3) the copies of the
leases delivered to the Administrative Agent are true and complete; (4) to
Borrower's knowledge, neither the landlord nor any tenant is in default under
any of the leases; (5) Borrower has no knowledge of any notice of termination or
default with respect to any lease; (6) Borrower has not assigned or pledged any
of the leases, the rents or any interests therein except to the Administrative
Agent (on behalf of the Lenders); (7) no tenant or other party has an option to
purchase all or any portion of any Project; (8) no tenant has the right to
terminate its lease prior to expiration of the stated term of such lease; and
(9) no tenant has prepaid more than one month's rent in advance (except for bona
fide security deposits not in excess of an amount equal to two months rent).

     Section 5.2 Standard Lease Form; Approval Rights.

          (1) All leases and other rental arrangements entered into by Borrower
with tenants of the Projects shall in all respects be approved by the
Administrative Agent and shall be on a standard lease form approved by the
Administrative Agent with no modifications (except for modifications made in the
usual and ordinary course of arm's length negotiations of leases in properties
similar to the Projects, recognizing the retail nature of each such Project, and
otherwise consistent with the requirements of this Section 5.2 and except as
approved by the Administrative Agent) or, in the case of a national retail
tenant, a non-standard form lease



                                       58
<PAGE>

utilized by such national retail tenant, provided such non-standard form lease
generally provides the same material benefits to the Borrower and the
Administrative Agent as are afforded to the Borrower and the Administrative
Agent under the standard form lease approved by the Administrative Agent. Such
lease form (or such non-standard form lease, as applicable) shall provide that
the tenant shall attorn to the Administrative Agent (on behalf of the Lenders),
and that any cancellation, surrender, or amendment of such lease without the
prior written consent of the Administrative Agent shall be voidable by the
Administrative Agent. Borrower shall hold, in trust, all tenant security
deposits in a segregated account, and, to the extent required by applicable law,
shall not commingle any such funds with any other funds of Borrower. Within ten
(10) days after the Administrative Agent's request, Borrower shall furnish to
the Administrative Agent a statement of all tenant security deposits, and copies
of all leases not previously delivered to the Administrative Agent, certified by
Borrower as being true and correct.

          (2) Notwithstanding anything to the contrary contained in the Loan
Documents, the Administrative Agent's approval shall not be required for future
leases or lease extensions if the following conditions are satisfied: (1) there
exists no Potential Default, Event of Default or Borrowing Base Imbalance; (2)
the lease is on the standard lease form approved by the Administrative Agent
with no modifications (except for modifications made in the usual and ordinary
course of arm's length negotiations of leases in properties similar to the
Projects, recognizing the retail nature of each such Project, and otherwise
consistent with the requirements of this Section 5.2 and except as approved by
the Administrative Agent) or, in the case of a national retail tenant, is on a
non-standard form lease utilized by such national retail tenant, provided such
non-standard form lease generally provides the same material benefits to the
Borrower and the Administrative Agent as are afforded to the Borrower and the
Administrative Agent under the standard form lease approved by the
Administrative Agent; (3) the lease does not conflict with any restrictive
covenant affecting the applicable Project or any other lease for space in the
applicable Project; (4) the leased premises, when combined with all other space
in the Project leased to the same tenant or any affiliate thereof, are not
greater than 10,000 rentable square feet, and the lease term is at least 1
month; and (5) the effective rental rate is at least equal to the then
prevailing fair market rent in the market in which the applicable Project is
located.

          (3) Notwithstanding anything to the contrary contained in the Loan
Documents, all leases of space of 10,000 or more rentable square feet (each a
"Major Lease" or a "Major Space") at any Project shall be entered into on a form
previously approved by the Administrative Agent and its counsel without
substantive modification (other than modifications typically made in the usual
and ordinary course of arm's length negotiations of leases of Major Space in
improvements comparable to the improvements at any Project and otherwise
consistent with the requirements of this paragraph hereinafter set forth) unless
approved by the Administrative Agent and its counsel, which approval shall not
be unreasonably withheld. No rent abatement or partial rent abatement (or its
equivalent in tenant concessions) shall be granted under any Major Lease at any
Project without the consent of the Administrative Agent, which consent shall not
be unreasonably withheld. The Administrative Agent shall, upon request of the
Borrower, review and approve a standard form of lease, which approval shall not
be unreasonably withheld. Except as expressly consented to in writing by the
Administrative Agent or the Majority Lenders, all Major Leases of space at any
Project shall at the election of the Administrative Agent be subject and
subordinate to the Mortgage and to the lien thereof. The



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<PAGE>

Administrative Agent shall, upon request of the Borrower, enter into a
Subordination and Attornment Agreement with respect to any Major Lease.

     Section 5.3 Covenants. Borrower (1) shall perform in all material respects
the obligations which Borrower is required to perform under the leases entered
into by Borrower with tenants of the Projects; (2) shall enforce the obligations
to be performed by the tenants; (3) shall promptly furnish to the Administrative
Agent any notice of default or termination received by Borrower from any tenant,
and any notice of default or termination given by Borrower to any tenant; (4)
shall not collect any rents for more than thirty (30) days in advance of the
time when the same shall become due, except for bona fide security deposits not
in excess of an amount equal to two (2) months rent; (5) shall not enter into as
landlord any ground lease or master lease of any part of any Project; (6) shall
not further assign or encumber any lease; (7) subject to clause (2) above, shall
not, except with the Administrative Agent's prior written consent, cancel or
accept surrender or termination of any Major Lease; and (8) shall not, except
with the Administrative Agent's prior written consent (such consent not to be
unreasonably withheld or delayed), modify or amend any lease (except, in the
case of leases other than the Wal-Mart Lease, for minor modifications and
amendments entered into in the ordinary course of business, consistent with
prudent property management practices, not affecting the economic terms of the
lease), and any action in violation of clauses (5), (6), (7), and (8) of this
Section 5.3 shall be void at the election of the Administrative Agent.

     Section 5.4 Tenant Estoppels. At the Administrative Agent's request made
not more than one (1) time in any twelve (12) month period for each tenant or at
any time (and without limitation on the number of such requests) during the
continuation of an Event of Default, (1) Borrower shall request and use
commercially reasonable efforts to obtain and furnish to the Administrative
Agent (1) written estoppels in form and substance reasonably satisfactory to the
Administrative Agent, executed by tenants under leases at each Project and
confirming the term, rent, and other provisions and matters relating to the
leases and (2) written Subordination and Attornment Agreements, in form and
substance reasonably satisfactory to the Administrative Agent, executed by
tenants under leases at each Project, whereby, among other things, such tenants
subordinate their interest in the related Project to the Loan Documents and
agree to attorn to the Administrative Agent (on behalf of the Lenders) and its
successors and assigns upon foreclosure or other transfer of the related Project
after an Event of Default.

                                    ARTICLE 6

                         REPRESENTATIONS AND WARRANTIES

     Borrower represents and warrants to the Administrative Agent and the
Lenders that:

     Section 6.1 Organization and Power

          (1) Each of the Borrower, the Company and each of their Subsidiaries
is duly organized, validly existing and in good standing under the laws of the
state of its formation or existence, and is in compliance with legal
requirements applicable to doing business in each State where such compliance is
required. None of the Borrower, the Company or any of their



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<PAGE>

Subsidiaries is a "foreign person" within the meaning of Section 1445(f)(3) of
the Internal Revenue Code. Schedule 6.1(1) sets forth Borrower's and each
Borrower Party's (i) name as it appears in official filings in the state of its
formation, incorporation or other organization, (ii) the type of entity of
Borrower and each Borrower Party (including corporation, partnership, limited
partnership or limited liability company), (iii) organizational identification
number issued by Borrower's and each Borrower Party's state of incorporation or
organization or a statement that no such number has been issued, (iv) state of
organization or incorporation, (v) chief executive office, other offices, and
all premises where Collateral is stored or located. Borrower and each Borrower
Party has only one state of formation, incorporation or organization.

          (2) Schedule 6.1(2) contains a diagram indicating, as of the date
hereof, the ownership structure of Borrower, and any other Person in which
Borrower holds a direct or indirect partnership, joint venture or other equity
interest, indicating the nature of such interest with respect to each Person
included in such diagram and accurately sets forth (1) the correct legal name of
such Person, the jurisdiction of its incorporation or organization and the
jurisdictions in which it is qualified to transact business as a foreign
corporation, or otherwise, and (2) the authorized, issued and outstanding shares
or interests of each class of Securities of the Company. As of the date hereof,
none of such issued and outstanding Securities is subject to any vesting,
redemption, or repurchase agreement, and there are no warrants or options (other
than Permitted Securities Options) outstanding with respect to such Securities,
except as noted on such Schedule. The outstanding capital stock of the Company
is duly authorized, validly issued, fully paid and nonassessable.

          (3) None of LFSRI, Prometheus or any of their respective Affiliates is
in default in the performance or observance of their obligations under the
Lazard Agreements.

     Section 6.2 Validity of Loan Documents. The execution, delivery and
performance by Borrower and each Borrower Party of the Loan Documents: (1) are
duly authorized and do not require the consent or approval of any other party or
governmental authority which has not been obtained; and (2) will not violate any
law or result in the imposition of any Lien upon the assets of any such party,
except as contemplated by the Loan Documents. The Loan Documents constitute the
legal, valid and binding obligations of Borrower and each Borrower Party,
enforceable in accordance with their respective terms, subject to applicable
bankruptcy, insolvency, or similar laws generally affecting the enforcement of
creditors' rights.

     Section 6.3 Liabilities; Litigation; Other Secured Loan Transactions.

          (1) The financial statements delivered by Borrower and each Borrower
Party for the fiscal year ended December 31, 2000 and the fiscal quarter ended
September 30, 2001 present fairly the financial position and results of
operations and cash flow of the Company, the Borrower and its Subsidiaries as of
such dates and for such periods in accordance with GAAP. Except as disclosed in
such financial statements, as of the date thereof, there are no liabilities
(fixed or contingent) affecting any of the Properties, Borrower or any Borrower
Party. Except as disclosed in such financial statements, as of the date thereof,
there is no litigation, administrative proceeding, investigation or other legal
action (including any proceeding under any state or federal bankruptcy or
insolvency law) pending or, to the knowledge of Borrower, threatened, against
any of the Properties, Borrower or any Borrower Party which could reasonably be

                                       61
<PAGE>

expected to have a Material Adverse Effect on such party, any of the Properties
or the Obligations.

          (2) Neither Borrower nor any Borrower Party is contemplating the
filing of a petition by it under state or federal bankruptcy or insolvency laws,
and neither Borrower nor any Borrower Party has knowledge of any Person
contemplating the filing of any such petition against it. Except as it relates
to the previously disclosed evaluation of the Company's strategic alternatives
currently being conducted by the Company and Merrill Lynch & Co., neither the
Borrower nor any Borrower Party is contemplating the liquidation of all or a
major portion of its assets or property.

          (3) Schedule 6.3(3) sets forth, as of the date hereof, all
Indebtedness of the Company, Borrower and Borrower's Subsidiaries and, as of the
date hereof, except as set forth on Schedule 6.3(3), there are no defaults in
the payment of principal or interest on any such Indebtedness and no payments
thereunder have been deferred or extended beyond their stated maturity and there
has been no material change in the type or amount of such Indebtedness (except
for the repayment of certain Indebtedness) since the date hereof.

          (4) Neither the Company, Borrower nor any of its Subsidiaries is (a)
an "investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940 or (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.

     Section 6.4 Taxes and Assessments. Each Project is comprised of one or more
parcels, each of which constitutes a separate tax lot and none of which
constitutes a portion of any other tax lot. There are no pending or, to
Borrower's best knowledge, proposed, special or other assessments for public
improvements or otherwise affecting any Project, nor are there any contemplated
improvements to any Project that may result in such special or other
assessments, which in any case could reasonably be expected to have a Material
Adverse Effect.

     Section 6.5 Other Agreements; Defaults. Neither Borrower nor any Borrower
Party is a party to any agreement or instrument or subject to any court order,
injunction, permit, or restriction which might adversely affect any Project or
the business, operations, or condition (financial or otherwise) of Borrower or
any Borrower Party. Neither Borrower nor any Borrower Party is in violation of
any agreement which violation would have a materially adverse effect on any
Project, Borrower, or any Borrower Party or Borrower's or any Borrower Party's
business, properties, or assets, operations or condition, financial or
otherwise.

     Section 6.6 Compliance with Law.

          (1) Borrower and each Borrower Party have all material requisite
licenses, permits, franchises, qualifications, certificates of occupancy or
other governmental authorizations to own, lease and operate each Project and
carry on its business, and each Project is in compliance with all applicable
legal requirements and is free of structural defects, and all building systems
contained therein are in good working order, subject to ordinary wear and tear
except in each case where such failure could not reasonably be expected to have
a Material Adverse Effect.


                                       62
<PAGE>

          (2) As of the date hereof, no condemnation has been commenced or, to
Borrower's knowledge, is contemplated with respect to all or any portion of any
Project or for the relocation of roadways providing access to any Project.

     Section 6.7 Location of Borrower. Borrower's principal place of business
and chief executive offices are located at the address stated in Section 11.1
and, except as otherwise set forth on Schedule 6.7 hereof, Borrower has
maintained such location as its principal place of business and chief executive
office for the last five (5) years.

     Section 6.8 ERISA. No ERISA Event has occurred or is reasonably expected to
occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $250,000 the fair market value of the assets of such Plan, and the present
value of all accumulated benefit obligations of all underfunded Plans (based on
the assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed by more than $250,000 the fair market value of
the assets of all such underfunded Plans.

     Section 6.9 Margin Stock. No part of proceeds of the Loans will be used for
purchasing or acquiring any "margin stock" within the meaning of Regulations T,
U or X of the Board of Governors of the Federal Reserve System.

     Section 6.10 Tax Filings. Borrower and each Borrower Party have filed or
caused to be filed (or have obtained or caused to be obtained effective
extensions for filing) all federal, state and local tax returns required to be
filed and have paid or made adequate provision for the payment of all federal,
state and local taxes, charges and assessments payable by Borrower and each
Borrower Party, respectively, except (a) federal, state or local taxes that are
being contested in good faith by appropriate proceedings and for which Borrower
or such Subsidiary, as applicable, has set aside on its books adequate reserves
or (b) to the extent that the failure to do so could not reasonably be expected
to result in a Material Adverse Effect.

     Section 6.11 Solvency. Giving effect to the Loans and the other
Obligations, the fair saleable value of Borrower's assets exceeds and will,
immediately following the making of the Loans and/or the incurrence by Borrower
of such other Obligations, exceed Borrower's total liabilities, including,
without limitation, subordinated, unliquidated, disputed and contingent
liabilities. The fair saleable value of Borrower's assets is and will,
immediately following the making of the Loans and/or the incurrence by Borrower
of such other Obligations, be greater than Borrower's probable liabilities,
including the maximum amount of its contingent liabilities on its Indebtedness
as such Indebtedness becomes absolute and matured. Borrower's assets do not and,
immediately following the making of the Loans and/or the incurrence by Borrower
of such other Obligations will not, constitute unreasonably small capital to
carry out its business as conducted or as proposed to be conducted. Borrower
does not intend to, and does not believe that it will, incur Indebtedness and
liabilities (including contingent liabilities and other commitments) beyond its
ability to pay such Indebtedness as it matures (taking into account the



                                       63
<PAGE>

timing and amounts of cash to be received by Borrower and the amounts to be
payable on or in respect of obligations of Borrower).

     Section 6.12 Full and Accurate Disclosure. None of the reports, financial
statements, certificates or other information furnished by or on behalf of
Borrower to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, Borrower represents only that such information was prepared in good
faith based upon assumptions believed to be reasonable at the time. No statement
of fact made by or on behalf of Borrower or any Borrower Party in this Agreement
or in any of the other Loan Documents contains any untrue statement of a
material fact or omits to state any material fact necessary to make statements
contained herein or therein not misleading. There is no fact presently known to
Borrower or any Borrower Party which has not been disclosed to the
Administrative Agent which adversely affects, nor as far as Borrower can
foresee, could reasonably be expected to adversely affect, any Project or the
business, operations or condition (financial or otherwise) of Borrower or any
Borrower Party.

     Section 6.13 Properties.

          (1) Each of Borrower and its Subsidiaries owns good and marketable fee
simple absolute title to all of the real property purported to be owned by it,
which real property is at the date hereof described in Schedule 6.13(1), and
good and marketable title to, or valid leasehold interests in, all other
properties and assets purported to be leased by Borrower or any of its
Subsidiaries. Each of Borrower and its Subsidiaries has received all deeds,
assignments, waivers, consents, non-disturbance and recognition or similar
agreements, bills of sale and other documents, and has duly effected all
recordings, filings and other actions necessary to establish, protect and
perfect Borrower's and its Subsidiaries' right, title and interest in and to all
such property except for such documents or actions the failure to obtain or
accomplish which would not have a Material Adverse Effect.

          (2) All material real property leased at the date hereof by Borrower
or any of its Subsidiaries is listed on Schedule 6.13(2). Each of such leases is
valid and enforceable in accordance with its terms and is in full force and
effect. Borrower has delivered to the Administrative Agent true and complete
copies of each of such leases and all documents affecting the rights or
obligations of Borrower or any of its Subsidiaries which is a party thereto,
including, without limitation, any non-disturbance and recognition agreements,
subordination agreements, attornment agreements and agreements regarding the
term or rental of any of the leases. Neither Borrower or any of its Subsidiaries
nor, to the knowledge of Borrower, any other party to any such lease is in
default of its obligations thereunder or has delivered or received any notice of
default under any such lease, nor has any event occurred which, with the giving
of notice, the passage of time or both, would constitute a default under any
such lease, except for defaults which in the aggregate have no Material Adverse
Effect.

          (3) All components of all improvements included within the Properties
owned or leased, as lessee, by Borrower or any of its Subsidiaries
(collectively, "Improvements"),



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<PAGE>

including, without limitation, the roofs and structural elements thereof and the
heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer,
waste water, storm water, paving and parking equipment, systems and facilities
included therein, are in good working order and repair, subject to such
exceptions which are not reasonably likely to have, in the aggregate, a Material
Adverse Effect. All water, gas, electrical, steam, compressed air,
telecommunication, sanitary and storm sewage lines and systems and other similar
systems serving the Properties owned or leased by Borrower or any of its
Subsidiaries are installed and operating and are sufficient to enable the real
property owned or leased by Borrower and its respective Subsidiaries to continue
to be used and operated in the manner currently being used and operated, and
neither Borrower nor any of its Subsidiaries has any knowledge of any factor or
condition that reasonably could be expected to result in the termination or
material impairment of the furnishing thereof. No Improvement or portion thereof
is dependent for its access, operation or utility on any land, building or other
Improvement not included in the real property owned or leased by Borrower or any
of its Subsidiaries other than for access provided pursuant to a recorded
easement or other right of way establishing the right of such access.

          (4) All permits required to have been issued or appropriate to enable
all real property owned or leased by Borrower or any of its Subsidiaries to be
lawfully occupied and used for all of the purposes for which they are currently
occupied and used have been lawfully issued and are in full force and effect,
other than those which in the aggregate have no Material Adverse Effect.

          (5) Neither Borrower nor any of its Subsidiaries has received any
notice, or has any knowledge, of any pending, threatened or contemplated
condemnation proceeding affecting any real property owned or leased by Borrower
or any of its Subsidiaries or any part thereof, or any proposed termination or
impairment of any parking at any such owned or leased real property or of any
sale or other disposition of any real property owned or leased by Borrower or
any of its Subsidiaries or any part thereof in lieu of condemnation, which in
the aggregate, are reasonably likely to have a Material Adverse Effect.

          (6) Except for events or conditions not reasonably likely to have, in
the aggregate, a Material Adverse Effect, (i) no portion of any real property
owned or leased by Borrower or any of its Subsidiaries has suffered any material
damage by fire or other casualty loss which has not heretofore been completely
repaired and restored or is in the process of being repaired and restored to its
condition prior to such casualty, and (ii) no portion of any real property owned
or leased by Borrower or any of its Subsidiaries is located in a special flood
hazard area as designated by any federal governmental authorities.

          (7) Each of Borrower and its Subsidiaries owns, or is licensed to use,
all trademarks, tradenames, copyrights, patents and other intellectual property
material to its business, and the use thereof by Borrower and its Subsidiaries
does not infringe upon the rights of any other Person, except for any such
infringements that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

          (8) Borrower has completed the seismic remediation work relating to
the Media City Center Project more particularly described in a separate written
agreement between Borrower and the Administrative Agent dated as of March 31,
2000.


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<PAGE>

     Section 6.14 Management Agreement. The Management Agreements identified in
Schedule 6.14 together with any management agreements entered into after the
date hereof in accordance with the terms of Section 8.3 of this Agreement are
the only management agreements in existence with respect to the operation or
management of the Projects. The copies of the Management Agreements delivered to
the Administrative Agent are each a true and correct copy, and each such
agreement has not been amended or modified. Neither party to such agreement is
in default under any material provisions of such agreement and none of the
Managers has any defense, offset right or other right to withhold performance
under or terminate such agreement.

     Section 6.15 REIT Status. The Company is organized in conformity with the
requirements for qualification as an equity-oriented REIT under the Code. The
Company has met all of the requirements for qualification as an equity-oriented
REIT under the Code for its fiscal year ended December 31, 2001. The Company is
in a position to qualify for its current fiscal year as a REIT under the Code
and its proposed methods of operation will enable it to so qualify.

     Section 6.16 Ownership of Projects and Property. Except with respect to
encumbered Properties owned by special purpose entities created for purposes of
securitizing the mortgage loans encumbering the same, ownership of all wholly
owned Properties and other property of the Consolidated Business is held by
Borrower and its direct or indirect wholly-owned Subsidiaries and is not held
directly by the Company.

                                    ARTICLE 7

                FINANCIAL REPORTING AND NOTIFICATION REQUIREMENTS

     Section 7.1 Financial Statements. The Borrower will furnish to the
Administrative Agent:

          (1) Quarterly Reports.

          (a) Company Quarterly Financial Reports. As soon as practicable, and
     in any event within forty-five (45) days after the end of each fiscal
     quarter in each fiscal year of the Company (other than the last fiscal
     quarter in each fiscal year), the Financial Statements of the Company and
     its Subsidiaries on Form 10-Q as at the end of such period and a report
     setting forth in comparative form the corresponding figures for the
     corresponding period of the previous fiscal year, certified by a Financial
     Officer as fairly presenting the consolidated financial position of the
     Company and its subsidiaries as at the date indicated and the results of
     their operations and cash flow for the period indicated in accordance with
     GAAP, subject to normal adjustments.

          (b) Quarterly Compliance Certificates. Together with each delivery of
     any quarterly report pursuant to paragraph (1)(a) of this Section 7.1,
     Borrower shall deliver (i) a Borrowing Base Certificate as of the end of
     such fiscal quarter, executed by a Responsible Officer, together with (to
     the extent not previously delivered) copies of the Eligible Project
     Documents in respect of each of the Eligible Projects shown listed


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<PAGE>


     thereon, and (ii) a Compliance Certificate as of the end of such fiscal
     quarter, executed by a Financial Officer.

          (c) Quarterly Financial Statements With Respect to the Projects. As
     soon as practicable and in any event within forty-five (45) days after the
     end of each fiscal quarter in each fiscal year (other than the last fiscal
     quarter in each fiscal year), a rent roll for each of the Projects
     certified by a Financial Officer, together with a statement of gross
     revenues (adjusted to eliminate the effects of straight-lining of rents),
     direct operating expenses, net operating income, capital expenditures,
     tenant improvements and leasing commissions for each of the Projects as at
     the end of such quarter or for such quarter, as applicable, and for the
     four (4) fiscal quarter period ending as of the end of such quarter, each
     of which statements shall (i) set forth in comparative form, the figures
     for the corresponding periods during the previous fiscal year, (ii) be
     prepared in reasonable detail, and (iii) be certified by a Financial
     Officer that they are complete and correct and that they fairly present the
     gross revenues (adjusted to eliminate the effects of straight-lining of
     rents), direct operating expenses and net operating income of each Project
     as at the end of such fiscal quarter and for the four (4) fiscal quarter
     period ending as of the end of such quarter, in accordance with GAAP
     (subject to normal, year-end audit adjustments).

          (2) Annual Reports.

          (a) Company Financial Statements. As soon as practicable, and in any
     event within ninety (90) days after the end of each fiscal year, (i) the
     financial statements of the Company and its subsidiaries on Form 10-K as at
     the end of such fiscal year and a report setting forth in comparative form
     the corresponding figures from the consolidated financial statements of the
     Company and its subsidiaries for the prior fiscal year accompanied by (ii)
     a report thereon of Deloitte & Touche or other independent certified public
     accountants reasonably acceptable to the Administrative Agent, which report
     shall be unqualified as to scope of audit and shall state that such
     financial statements fairly present the consolidated financial position of
     the Company and its subsidiaries as at the dates indicated and the results
     of their operations and cash flow for the periods indicated in conformity
     with GAAP applied on a basis consistent with prior years (except for
     changes with which Deloitte & Touche or any such other independent
     certified public accountants, if applicable, shall concur and which shall
     have been disclosed in the notes to the financial statements)(which report
     shall be subject to the confidentiality limitations set forth herein); and
     (iii) in the event that the report referred to in clause (ii) above is
     qualified, a copy of the management letter or any similar report delivered
     to the Company or to any officer or employee thereof by such independent
     certified public accountants in connection with such financial statements.
     The Administrative Agent and each Lender (through the Administrative Agent)
     may, with the consent of the Company (which consent shall not be
     unreasonably withheld), communicate directly with such accountants, with
     any such communication to occur together with a representative of the
     Company, at the expense of the Administrative Agent (or the Lender
     requesting such communication), upon reasonable notice and at reasonable
     times during normal business hours.


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<PAGE>

          (b) Annual Compliance Certificates. Together with each delivery of any
     annual report pursuant to clause (a) of this Section 7.1(2), Borrower shall
     deliver a Compliance Certificate as of the end of such fiscal year,
     executed by a Financial Officer.

          (c) Annual Financial Statements With Respect to the Projects. As soon
     as practicable, and in any event within ninety (90) days after the end of
     each fiscal year, a rent roll for each of the Projects, together with a
     statement of gross revenues (separately setting forth the effects of
     straight-lining of rents), direct operating expenses, net operating income,
     capital expenditures, tenant improvements and leasing commissions for each
     of the Projects as at the end of such fiscal year or for such fiscal year,
     as applicable, in each case certified by a Financial Officer, together with
     an audited statement of gross revenues (separately setting forth the
     effects of straight-lining of rents) and direct operating expenses for each
     of the Projects for such fiscal year, each of which audited statements
     shall (i) set forth in comparative form, the figures for gross revenues
     (separately setting forth the effects of straight-lining of rents) and
     direct operating expenses for the previous fiscal year; provided that a
     comparative form shall not be required for Projects which have been
     Projects for less than one (1) full fiscal year, (ii) be prepared in
     reasonable detail, (iii) be accompanied by a report thereon of Deloitte &
     Touche or other independent public accountants of comparable recognized
     national standing reasonably acceptable to the Administrative Agent, (iv)
     be unqualified as to scope of audit, and (v) state that such consolidated
     statement presents fairly the gross revenues and direct operating expenses
     as at the end of such fiscal year of each such statement in accordance with
     GAAP.

          (d) Budgets. Commencing with the budget for the calendar year 2001,
     and for each calendar year thereafter, Borrower shall submit to the
     Administrative Agent an annual budget for each of the Projects not later
     than January 15th of the calendar year in question, in form and substance
     satisfactory to the Administrative Agent and setting forth in reasonable
     detail budgeted monthly operating revenues and expenses for each Project

          (3) Compliance Certificate. Concurrently with any delivery of
financial statements under subsections (1) or (2) above, a certificate of a
Financial Officer (i) certifying as to whether a Potential Default has occurred
and is continuing and, if a Potential Default has occurred and is continuing,
specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Sections 12.1(a) and 12.1(b), as applicable, and
(iii) stating whether any change in GAAP or in the application thereof has
occurred since the date of the audited financial statements referred to in
Section 6.3 and, if any such change has occurred, specifying the effect of such
change on the financial statements accompanying such certificate.

          (4) Other Information. Promptly following any request therefor, such
other information regarding the operations, business affairs and financial
condition of Borrower or any Subsidiary, or compliance with the terms of this
Agreement, as the Administrative Agent or any Lender may reasonably request.



                                       68
<PAGE>


     Section 7.2 Notices of Material Events.

          (1) Borrower will furnish to the Administrative Agent prompt written
notice of the following:

          (a) the occurrence of any Potential Default;

          (b) the filing or commencement of any action, suit or proceeding by or
     before any arbitrator or governmental authority against or affecting
     Borrower or any Affiliate thereof that, if adversely determined, could
     reasonably be expected to result in a Material Adverse Effect;

          (c) the occurrence of any ERISA Event that, alone or together with any
     other ERISA Events that have occurred, could reasonably be expected to
     result in a Material Adverse Effect;

          (d) [Reserved]; and

          (e) any other development that results in, or could reasonably be
     expected to result in, a Material Adverse Effect.

          (2) Borrower shall deliver to the Administrative Agent and the Lenders
written notice of each of the following: (a) a sale, transfer or other
disposition of assets, in a single transaction or series of related
transactions, not less than five (5) Business Days after the occurrence thereof
if for consideration in excess of $10,000,000, (b) an acquisition of assets, in
a single transaction or series of related transactions, not less than five (5)
Business Days after the occurrence thereof if for consideration in excess of
$20,000,000, and (c) the grant of a Lien with respect to assets, in a single
transaction or series of related transactions, not less than five (5) Business
Days after the occurrence thereof if in connection with Indebtedness aggregating
an amount in excess of $20,000,000. Simultaneously with delivery of any such
notice, Borrower shall be deemed to have represented and warranted to the
Administrative Agent that Borrower is in compliance with this Agreement and the
other Loan Documents both on a historical basis and on a pro forma basis,
exclusive of the property sold, transferred and/or encumbered and inclusive of
the property to be acquired or the indebtedness to be incurred. To the extent
such proposed transaction would result in a failure to comply with the financial
covenants set forth herein, proceeds of such transaction (together with such
additional amounts as may be required), in an amount, as determined by the
Administrative Agent, equal to that which would be required to reduce the
Obligations so that Borrower will be in compliance with the covenants set forth
herein upon the consummation of the contemplated transaction, shall be applied
to prepay the Obligations.

          (3) Borrower shall promptly notify the Administrative Agent and the
Lenders upon obtaining knowledge of the bankruptcy or cessation of substantially
all of the operations of any tenant to which greater than two percent (2.0%) of
the annualized minimum rent of the Projects is attributable.



                                       69
<PAGE>

          (4) Promptly and in any event within ten (10) days of Borrower or any
Subsidiary learning of any of the following, written notice to the
Administrative Agent of any of the following:

          (a) the Release of any Hazardous Material on or from any property
     owned or leased by Borrower or any of its Subsidiaries and any written
     order, notice, permit, application or other written communication or report
     received by Borrower or any of its Subsidiaries in connection with or
     relating to any such Release, unless such Release is not reasonably likely
     to subject Borrower or any of its Subsidiaries to Environmental Liabilities
     and Costs which would have a Material Adverse Effect;

          (b) any notice or claim to the effect that Borrower or any of its
     Subsidiaries is or may be liable to any Person as a result of the Release
     or threatened Release of any Hazardous Material into the environment, which
     liability would have a Material Adverse Effect;

          (c) receipt by Borrower or any of its Subsidiaries or any Manager of
     notification that any real or personal property of Borrower or any of its
     Subsidiaries is subject to an Environmental Lien;

          (d) any Remedial Action taken by Borrower or any of its Subsidiaries
     or any other Person on their behalf in response to any Hazardous Material
     on, under or about any real property owned or leased by Borrower or any of
     its Subsidiaries, unless such Remedial Action is not reasonably likely to
     subject Borrower or any of its Subsidiaries to Environmental Liabilities
     and Costs which would have a Material Adverse Effect;

          (e) receipt by Borrower or any of its Subsidiaries of any notice of
     violation of, or knowledge by Borrower or any of its Subsidiaries that
     there exists a condition which may result in a violation by Borrower or any
     of its Subsidiaries of, any Environmental Law, unless such violation is not
     reasonably likely to subject Borrower or any of its Subsidiaries to
     Environmental Liabilities and Costs which would have a Material Adverse
     Effect;

          (f) any proposed Capital Expenditure by Borrower or any of its
     Subsidiaries intended or designed to implement any existing or additional
     Remedial Action, unless such expenditures are not reasonably likely to have
     a Material Adverse Effect;

          (g) the commencement of any judicial or administrative proceeding or
     investigation alleging a violation of any Environmental Law; or

          (h) any proposed acquisition of stock, assets or real property, or any
     proposed leasing of property by Borrower, or any of its Subsidiaries,
     unless such action is not reasonably likely to subject Borrower and its
     Subsidiaries to Environmental Liabilities and Costs to Borrower which would
     have a Material Adverse Effect.

          (5) Promptly, such additional financial and other information
respecting the financial or other condition of Borrower or any of its
Subsidiaries or the status or condition of any real property owned or leased by
Borrower or its Subsidiaries, or the operation thereof which


                                       70
<PAGE>

Borrower is entitled to or can otherwise reasonably obtain, as the
Administrative Agent from time to time reasonably requests.

          (6) Upon written request by any Lender through the Administrative
Agent, a report providing an update of the status of any Environmental Claim,
Remedial Action or any other issue identified in any notice or report required
pursuant to this Section 7.3.

          Each notice delivered under this Section shall be accompanied by a
statement of a Financial Officer setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken
with respect thereto and copies of any underlying notices, documents, agreements
or instruments relating thereto, including without limitation, copies of any
relevant letters of intent, commitment letters and purchase and sale agreements,
each certified by such Financial Officer as being true, correct and complete.

     Section 7.3 Audits. At any time while a Potential Default or Event of
Default exists (including, without limitation, due to any failure on the part of
the Borrower to comply with Sections 7.1(1)(c) or 7.1(2)(c)), the Administrative
Agent shall have the right to choose and appoint a certified public accountant
to perform financial audits as it deems necessary, at Borrower's expense.
Borrower shall permit the Administrative Agent to examine such records, books
and papers of Borrower which reflect upon its financial condition and the income
and expenses relative to the Properties.

                                    ARTICLE 8

                                    COVENANTS

     Borrower covenants and agrees with the Administrative Agent and the Lenders
as follows:

     Section 8.1 Cash Sales. Without the prior written consent of the
Administrative Agent, neither Borrower nor any of its Subsidiaries shall (a)
directly or indirectly sell, transfer, convey, mortgage, pledge, or assign any
interest in any Property or any part thereof (including any partnership,
membership or any other ownership interest in Borrower or the Subsidiary owning
any Property) or any of the Agency Notes or (b) further encumber, alienate,
grant a Lien or grant any other interest in any Property or any part thereof
(including any partnership, membership or other ownership interest in Borrower
or the Subsidiary owning any Property or any of the Agency Notes), whether
voluntarily or involuntarily, unless the purchase price or other consideration
payable to Borrower or such Subsidiary consists entirely of cash.
Notwithstanding the foregoing provisions of this Section 8.1, but subject
nevertheless to the limitations of Section 12.4, Borrower and each of its
Subsidiaries may, to the extent hereinafter provided in connection with the
sale, transfer, conveyance or assignment of any single Property, accept on
account of the purchase price or other consideration payable for such Property a
note, bond or other evidence of indebtedness from the Person acquiring such
Property (a "Purchase Money Note"), provided that (i) such Purchase Money Note
is secured by a deed of trust or mortgage on the Property in question in favor
of the Borrower or Subsidiary selling, transferring, conveying or assigning the
same (except as and to the extent provided below with respect to



                                       71
<PAGE>

Unsecured Purchase Money Notes) and (ii) the principal amount payable under such
Purchase Money Note does not exceed:

     (A)  in the case of any Project, 5% of the purchase price or other
          consideration payable for such Project; and

     (B)  in the case of any Property which is not, immediately prior to the
          transfer in question, also a Project, an amount which, when added to
          the aggregate of the then unpaid principal amounts of all other
          outstanding Purchase Money Notes accepted by Borrower or any of its
          Subsidiaries in connection with all other such Properties which have
          been transferred since the Closing Date (excluding the Property in
          question), does not exceed 10% of the aggregate of the purchase prices
          and other consideration payable for all such Properties (including the
          Property in question) which have been transferred since the Closing
          Date.

In connection with the transfer of any Property which is not, immediately prior
to the transfer in question, also a Project, Borrower and its Subsidiaries may
accept a Purchase Money Note that is not secured by a deed of trust or mortgage
on the Property in question in favor of the Borrower or Subsidiary transferring
the same (an "Unsecured Purchase Money Note"), provided that (x) the principal
amount payable under such Unsecured Purchase Money Note does not exceed the
limitations imposed under clause (B) above and (y) the outstanding principal
amount payable under all such Unsecured Purchase Money Notes shall not be
permitted to exceed $2,000,000.00 at any given time. In connection with any
sale, transfer, conveyance or assignment of any Property where the purchase
price or other consideration payable for such Property at the time of the sale,
transfer, conveyance or assignment thereof does not consist entirely of cash,
Borrower shall deliver to the Administrative Agent, reasonably promptly
following the execution and delivery thereof (and in any event not less than ten
(10) Business Days prior to the date of the sale, transfer, conveyance or
assignment) copies of the purchase and sale agreement, contract of sale or other
material operative agreement(s), the form of Purchase Money Note and related
mortgage and all other material documents, agreements and instruments pertaining
to the sale, transfer, conveyance or assignment in question, each certified by a
Responsible Officer as being true, correct and complete, and a certificate
signed by such Responsible Officer and stating that such sale, transfer,
conveyance or assignment complies with this Section 8.1.

As used in this Section 8.1, "transfer" shall include the sale, transfer,
conveyance, mortgage, pledge, or assignment of the legal or beneficial ownership
of or the granting of any participation in (a) any Property, (b) any partnership
interest in any general partner in Borrower or any Subsidiary that is a
partnership, (c) any membership interest in any member in Borrower or any
Subsidiary that is a limited liability company, (d) any voting stock in any
general partner in Borrower or any Subsidiary that is a corporation and (e) any
Agency Note; "transfer" shall not include (i) the leasing of any space within
the Properties so long as Borrower and/or the Subsidiary, as applicable,
complies with the provisions of the Loan Documents relating to such leasing
activity; (ii) transfers of limited partnership interests in Borrower, subject
to Section 9.13; and (iii) transfers of Stock of the Company, subject to Section
9.13 and 12.8.

     Section 8.2 Taxes; Charges. Borrower shall not suffer or permit the joint
assessment of any Project with any other real property constituting a separate
tax lot or with any other real or



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<PAGE>


personal property. Borrower shall pay when due all claims and demands of
mechanics, materialmen, laborers and others which, if unpaid, might result in a
Lien on any Project; provided, however, that Borrower may contest the validity
of such claims and demands so long as Borrower complies with the requirements of
Section 8.11.

     Section 8.3 Project Management. Borrower shall not terminate, replace or
appoint any manager or terminate (except upon a default by the Manager
thereunder and in accordance with the applicable Management Agreement) or amend
the Management Agreement for any Project without the Administrative Agent's
prior written approval, such approval not to be unreasonably withheld or
delayed. If at any time the Administrative Agent consents to the appointment of
a new manager, such new manager and Borrower shall, as a condition of the
Administrative Agent's consent, execute a Manager's Consent and Subordination of
Management Agreement and, if applicable, a Lockbox Agreement, each in a form
reasonably acceptable to the Administrative Agent. Each manager shall hold and
maintain all necessary licenses, certifications and permits required by law.
Borrower shall fully perform all of its covenants, agreements and obligations
under each Management Agreement.

     Section 8.4 Operation; Maintenance. Borrower shall observe and comply with
all legal requirements applicable to the ownership, use and operation of the
Projects, except where such failure to comply could not reasonably be expected
to have a Material Adverse Effect. Borrower shall maintain each Project in good
condition and promptly repair any damage or casualty.

     Section 8.5 Taxes on Security. Borrower shall pay all taxes, charges,
filing, registration and recording fees, excises and levies payable with respect
to the Notes or the Liens created or secured by the Loan Documents, other than
income, franchise and doing business taxes imposed on the Administrative Agent
or any Lender. If there shall be enacted any law (1) deducting the Loans from
the value of any Project for the purpose of taxation, (2) affecting any Lien on
any Project, or (3) changing existing laws of taxation of mortgages, deeds of
trust, security deeds, or debts secured by real property, or changing the manner
of collecting any such taxes, Borrower shall promptly pay to the Administrative
Agent, on demand, all taxes, costs and charges for which the Administrative
Agent or any Lender is or may be liable as a result thereof; provided, however,
that if such payment would be prohibited by law or would render the Loans
usurious, then instead of collecting such payment, the Administrative Agent may
(and on the request of the Majority Lenders shall) declare all amounts owing
under the Loan Documents to be immediately due and payable.

     Section 8.6 Legal Existence; Name, Etc.

          (1) Borrower shall, and shall cause each of its Subsidiaries and the
Company to, preserve and keep in full force and effect its existence, entity
status, franchises, rights and privileges under the laws of the state of its
formation, and all qualifications, licenses and permits material to the
ownership, use and operation of its property. Except as permitted pursuant to
Section 12.3, neither Borrower nor any of its Subsidiaries nor the Company shall
wind up, liquidate, dissolve, reorganize, merge, or consolidate with or into, or
convey, sell, assign, transfer, lease, or otherwise dispose of all or
substantially all of its assets. Borrower and the Company shall conduct business
only in its own name and shall not change its name, identity,




                                       73
<PAGE>

state of formation or organizational structure, or the location of its chief
executive office or principal place of business or reincorporate or reorganize
itself under the laws of any jurisdiction other than the jurisdiction in which
it is incorporated or organized as of the date hereof unless Borrower (a) shall
have provided prior written notice to the Administrative Agent of such change,
and (b) shall have taken all actions necessary or reasonably requested by the
Administrative Agent to assure perfection and continuation of perfection of
security interests under the Loan Documents. If Borrower does not have an
organizational identification number and later obtains one, Borrower shall
promptly notify the Administrative Agent of such organizational identification
number. Borrower (and each general partner in Borrower, if any), shall maintain
its separateness as an entity, including maintaining separate books, records,
and accounts and observing corporate and partnership formalities independent of
any other entity, shall pay its obligations with its own funds and shall not
commingle funds or assets with those of any other entity.

          (2) The Company shall at all times (1) remain a publicly traded
company listed on the New York Stock Exchange or the American Stock Exchange;
(2) retain direct or indirect management and control of Borrower, and (3)
operate its business at all times so as to satisfy all requirements necessary to
qualify as an equity-oriented REIT under the Code. The Company will maintain
adequate records so as to comply with all record-keeping requirements relating
to the qualification of the Company as an equity-oriented REIT as required by
the Code and applicable regulations of the Department of the Treasury
promulgated thereunder and will properly prepare and timely file with the
Internal Revenue Service all returns and reports required thereby. The Company
will request from its shareholders all shareholder information required by the
Code and applicable regulations of the Department of Treasury promulgated
thereunder.

     Section 8.7 [Reserved]

     Section 8.8 Books and Records; Inspection Rights. Borrower will, and will
cause each of its Subsidiaries to, keep proper books of record and account in
which full, true and correct entries are made of all dealings and transactions
in relation to its business and activities. Borrower will, and will cause each
of its Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender, at the expense of any such Lender, unless an
Event of Default, Potential Default or Borrowing Base Imbalance has occurred and
is continuing (in which case at the Borrower's expense), upon reasonable prior
notice and during normal business hours, to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss its
affairs, finances and condition with its officers and independent accountant,
all at such reasonable times and as often as reasonably requested.

     Section 8.9 Further Assurances. Borrower shall promptly (1) cure any
defects in the execution and delivery of the Loan Documents, and (2) execute and
deliver, or cause to be executed and delivered, all such other documents,
agreements and instruments as the Administrative Agent may reasonably request to
further evidence and more fully describe the collateral for the Loans, to
correct any omissions in the Loan Documents, to perfect, protect or preserve any
liens created under any of the Loan Documents, or to make any recordings, file
any notices, or obtain any consents, as may be necessary or appropriate in
connection therewith.


                                       74
<PAGE>

     Section 8.10 [Reserved].

     Section 8.11 Payment of Obligations. Borrower will, and will cause each of
its Subsidiaries to, pay its obligations, including, without limitation, all
present or future taxes levies, imposts, duties, deductions, charges or
withholdings imposed by any governmental authority , that, if not paid, could
result in a Material Adverse Effect before the same shall become delinquent or
in default, except where (a) the validity or amount thereof is being contested
in good faith by appropriate proceedings, (b) Borrower or such Subsidiary has
set aside on its books adequate reserves with respect thereto in accordance with
GAAP and (c) the failure to make payment pending such contest could not
reasonably be expected to result in a Material Adverse Effect.

     Section 8.12 Indemnification. Borrower shall indemnify the Administrative
Agent, the Issuing Bank and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related reasonable expenses, including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee, actually incurred
by or asserted against any Indemnitee arising out of, in connection with, or as
a result of (i) the execution or delivery of this Agreement or any agreement or
instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder, the Borrowing of Loans, the use of the
proceeds thereof, the issuance of Letters of Credit or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by the Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any misrepresentation or breach of warranty under Article 4 or
any Environmental Claim or any Environmental Lien or any Remedial Action arising
out of or based upon anything relating to real property owned or leased by
Borrower or any of its Subsidiaries; or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing or to
any of the Properties, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or willful misconduct of such Indemnitee.

     Section 8.13 Compliance with Laws. Borrower will, and will cause each of
its subsidiaries to, comply with all laws, rules, regulations and orders of any
governmental authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

     Section 8.14 Use of Proceeds and Letters of Credit. No part of the proceeds
of any Loan will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board of Governors of the
Federal Reserve System, including Regulations U and X. Letters of Credit will be
issued only to support performance obligations or escrow deposits or as
additional support for other operating purposes and partial credit enhancements
for Indebtedness. The proceeds of the Loans, will be used only for the purposes
of:


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          (a) acquisition of retail properties similar to the Initial Projects
     located in the following states: Washington, California, Oregon, Arizona,
     Nevada, Utah or Idaho; and

          (b) refinancing of existing Indebtedness for borrowed money secured by
     Properties;

          (c) redevelopment of Properties; and

          (d) general corporate purposes of Borrower and its Subsidiaries;
     provided that the maximum aggregate amount outstanding for such purpose at
     any time shall not exceed an amount equal to 10% of the lesser of the
     Commitments and the Borrowing Base from time to time.

     Section 8.15 Ownership of Projects and Properties. The ownership of
substantially all wholly owned Properties and other property of the Consolidated
Businesses shall be held by Borrower and its Subsidiaries and shall not be held
directly by the Company.

                                    ARTICLE 9

                                EVENTS OF DEFAULT

     Each of the following shall constitute an Event of Default:

     Section 9.1 Payments. Borrower's failure to pay (i) any regularly scheduled
installment of principal, interest or other amount due under the Loan Documents
or any reimbursement obligation in respect of any LC Disbursement within five
(5) days of (and including) the date when due, or (ii) any amounts due under the
Loan Documents which are not regularly scheduled payments within five (5) days
after written notice or (iii) the Loans and all reimbursement obligations in
respect of LC Disbursements at the Maturity Date, whether by acceleration or
otherwise.

     Section 9.2 [Reserved]

     Section 9.3 Financial Covenants. If Borrower or the Company breaches any of
its respective covenants under Article 12.

     Section 9.4 [Reserved]

     Section 9.5 Sale, Encumbrance, Etc. The sale, transfer, conveyance, pledge,
mortgage or assignment of any part or all of any Property or any Agency Note, or
any interest in any Property or any Agency Note, or of any interest in Borrower,
in violation of Section 8.1 of this Agreement.

     Section 9.6 Representations and Warranties. Any representation or warranty
made in any Loan Document or in any report, certificate, financial statement or
other document furnished pursuant to this Agreement or any other Loan Document
proves to be untrue in any material respect when made or deemed made.




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     Section 9.7 [Reserved].

     Section 9.8 Involuntary Bankruptcy or Other Proceeding. Commencement of an
involuntary case or other proceeding against Borrower or any Borrower Party
(each, a "Bankruptcy Party") which seeks liquidation, reorganization or other
relief with respect to it or its debts or other liabilities under any
bankruptcy, insolvency or other similar law now or hereafter in effect or seeks
the appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any of its property, and such involuntary case or other
proceeding shall remain undismissed or unstayed for a period of 60 days; or an
order for relief against a Bankruptcy Party shall be entered in any such case
under the Federal Bankruptcy Code.

     Section 9.9 Voluntary Petitions, Etc. Commencement by a Bankruptcy Party of
a voluntary case or other proceeding seeking liquidation, reorganization or
other relief with respect to itself or its Indebtedness under any bankruptcy,
insolvency or other similar law or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official for it or any of its
property, or consent by a Bankruptcy Party to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or the making by a Bankruptcy Party of
a general assignment for the benefit of creditors, or the failure by a
Bankruptcy Party, or the admission by a Bankruptcy Party in writing of its
inability, to pay its debts generally as they become due, or any action by a
Bankruptcy Party to authorize or effect any of the foregoing.

     Section 9.10 Default under Material Indebtedness. If (a) Borrower or any
Subsidiary shall fail to make any payment (whether of principal or interest and
regardless of amount) and such failure shall continue beyond any applicable
grace period in respect of any Material Indebtedness, when and as the same shall
become due and payable; or (b) any event or condition occurs that results in any
Material Indebtedness becoming due prior to its scheduled maturity or that
enables or permits the holder or holders of any Material Indebtedness or any
trustee or agent on its or their behalf to cause any Material Indebtedness to
become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided that clause (b) of this
Section 9.10 shall not apply to Secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the property or assets securing such
Indebtedness unless prohibited by this Agreement.

     Section 9.11 Judgments. If one or more judgments for the payment of money
in an aggregate amount in excess of $10,000,000 shall be rendered against
Borrower, any Subsidiary or any combination thereof and, except to the extent
payment of the same shall be covered by insurance, the same shall remain
undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to attach or levy upon any assets of Borrower or any Subsidiary to
enforce any such judgment.

     Section 9.12 ERISA Event. If an ERISA Event shall have occurred that, in
the opinion of the Majority Lenders, when taken together with all other ERISA
Events that have occurred, could reasonably be expected to result in a Material
Adverse Effect.

     Section 9.13 Change in Control. If a Change in Control shall occur.


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     Section 9.14 Material Adverse Event. If an event shall occur which has a
Material Adverse Effect.

     Section 9.15 REIT Status. If the Company shall fail to (i) maintain its
status as a REIT for federal income tax purposes, (ii) continue as a general
partner of Borrower, (iii) comply with all legal requirements applicable to it
and its businesses and Properties, in each case where the failure to so comply
individually or in the aggregate will have or is reasonably likely to have a
Material Adverse Effect, (iv) remain listed on the New York Stock Exchange or
the American Stock Exchange, or (v) file all tax returns and reports required to
be filed by it with any governmental authority as and when required to be filed
or to pay any taxes, assessments, fees or other governmental charges upon it or
its property, assets, receipts, sales, use, payroll, employment, licenses,
income, or franchises which are shown in such returns, reports or similar
statements to be due and payable as and when due and payable, except for taxes,
assessments, fees and other governmental charges (A) that are being contested by
the Company in good faith by an appropriate proceeding diligently pursued, (B)
for which adequate reserves have been made on its books and records, and (C) the
amounts the non-payment of which would not, individually or in the aggregate,
result in a Material Adverse Effect and such failure under this clause (v), to
the extent curable, shall remain uncured for a period of thirty (30) days after
notice thereof from the Administrative Agent to Borrower.

     Section 9.16 Merger. If the Company shall merge or liquidate with or into
any other Person and, as a result thereof and after giving effect thereto, (i)
the Company is not the surviving Person or (ii) such merger or liquidation would
effect an acquisition of or investment in any Person not otherwise permitted
under the terms of this Agreement.

     Section 9.17 Environmental Event. If Borrower or any of its Subsidiaries
shall have entered into any consent or settlement decree or agreement or similar
arrangement with a governmental authority or any judgment, order, decree or
similar action shall have been entered against Borrower or any of its
Subsidiaries, in each case based on or arising from the violation of or pursuant
to any Environmental Law, or the generation, storage, transportation, treatment,
disposal or Release of any Hazardous Material and, in connection with all the
foregoing, Borrower and its Subsidiaries are likely to incur Environmental
Liabilities and Costs which would have a Material Adverse Effect.

     Section 9.18 [Reserved]

     Section 9.19 Covenants. Borrower's failure to perform or observe any of the
agreements and covenants contained in this Agreement or in any of the other Loan
Documents and not specified above, and the continuance of such failure for
thirty (30) days after notice by the Administrative Agent to Borrower.

                                   ARTICLE 10

                                    REMEDIES

     Section 10.1 Remedies - Insolvency Events. Upon the occurrence of any Event
of Default described in Section 9.8 or 9.9, the obligations of the Lenders to
advance amounts



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hereunder and of the Issuing Bank to issue, amend, renew and extend Letters of
Credit shall immediately terminate, and all amounts due under the Loan Documents
immediately shall become due and payable, all without written notice and without
presentment, demand, protest, notice of protest or dishonor, notice of intent to
accelerate the maturity thereof, notice of acceleration of the maturity thereof,
or any other notice of default of any kind, all of which are hereby expressly
waived by Borrower; however, if the Bankruptcy Party under Section 9.8 or 9.9 is
other than Borrower, then all amounts due under the Loan Documents shall become
immediately due and payable at the Administrative Agent's election, in the
Administrative Agent's sole discretion.

     Section 10.2 Remedies - Other Events. Except as set forth in Section 10.1
above, while any Event of Default exists, the Administrative Agent may (1) by
written notice to Borrower, declare the entire amount of the Loans and all other
Obligations to be immediately due and payable without presentment, demand,
protest, notice of protest or dishonor, notice of intent to accelerate the
maturity thereof, notice of acceleration of the maturity thereof, or other
notice of default of any kind, all of which are hereby expressly waived by
Borrower, (2) terminate the obligation, if any, of the Lenders to advance
amounts hereunder and of the Issuing Bank to issue, amend, renew and extend
Letters of Credit, and (3) exercise all rights and remedies therefor under the
Loan Documents and at law or in equity.

     Section 10.3 Lender's Right to Perform the Obligations. If Borrower shall
fail, refuse or neglect to make any payment or perform any act required by the
Loan Documents, then while any Event of Default exists, and without notice to or
demand upon Borrower and without waiving or releasing any other right, remedy or
recourse the Administrative Agent or any Lender may have because of such Event
of Default, the Administrative Agent may (but shall not be obligated to) make
such payment or perform such act for the account of and at the expense of
Borrower, and shall have the right to enter upon any Project for such purpose
and to take all such action thereon and with respect to such Project as it may
deem necessary or appropriate. If the Administrative Agent shall elect to pay
any sum due with reference to a Project, the Administrative Agent may do so in
reliance on any bill, statement or assessment procured from the appropriate
governmental authority or other issuer thereof without inquiring into the
accuracy or validity thereof. Similarly, in making any payments to protect the
security intended to be created by the Loan Documents, the Administrative Agent
shall not be bound to inquire into the validity of any apparent or threatened
adverse title, lien, encumbrance, claim or charge before making an advance for
the purpose of preventing or removing the same. Additionally, if any Hazardous
Materials affect or threaten to affect any Project, the Administrative Agent may
(but shall not be obligated to) give such notices and take such actions as it
deems necessary or advisable in order to abate the discharge of any Hazardous
Materials or remove the Hazardous Materials. Borrower shall indemnify, defend
and hold the Administrative Agent and the Lenders harmless from and against any
and all losses, liabilities, claims, damages, expenses, obligations, penalties,
actions, judgments, suits, costs or disbursements of any kind or nature
whatsoever, including reasonable attorneys' fees, incurred or accruing by reason
of any acts performed by the Administrative Agent or any Lender pursuant to the
provisions of this Section 10.3, including those arising from the joint,
concurrent, or comparative negligence of the Administrative Agent and any
Lender, except as a result of the Administrative Agent's or any Lender's gross
negligence or willful misconduct. All sums paid by the Administrative Agent
pursuant to this Section 10.3, and all other sums expended by the Administrative
Agent or any Lender to which it


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<PAGE>

shall be entitled to be indemnified, together with interest thereon at the
Default Rate from the date of such payment or expenditure until paid, shall
constitute additions to the Loans, shall be secured by the Loan Documents and
shall be paid by Borrower to the Administrative Agent upon demand.

                                   ARTICLE 11

                                  MISCELLANEOUS

     Section 11.1 Notices. Any notice required or permitted to be given under
this Agreement shall be in writing and either shall be mailed by certified mail,
postage prepaid, return receipt requested, or sent by overnight air courier
service, or personally delivered to a representative of the receiving party, or
sent by telecopy (provided an identical notice is also sent simultaneously by
mail, overnight courier, or personal delivery as otherwise provided in this
Section 11.1) to the intended recipient at the "Address for Notices" specified
below its name on the signature pages hereof. Any communication so addressed and
mailed shall be deemed to be given on the earliest of (1) when actually
delivered, (2) on the first Business Day after deposit with an overnight air
courier service, or (3) on the third Business Day after deposit in the United
States mail, postage prepaid, in each case to the address of the intended
addressee, and any communication so delivered in person shall be deemed to be
given when receipted for by, or actually received by the Administrative Agent, a
Lender or Borrower, as the case may be. If given by telecopy, a notice shall be
deemed given and received when the telecopy is transmitted to the party's
telecopy number specified above, and confirmation of complete receipt is
received by the transmitting party during normal business hours or on the next
Business Day if not confirmed during normal business hours, and an identical
notice is also sent simultaneously by mail, overnight courier, or personal
delivery as otherwise provided in this Section 11.1. Any party may designate a
change of address by written notice to each other party by giving at least ten
(10) days prior written notice of such change of address.

     Section 11.2 Amendments, Waivers, Etc.

          (1) Subject to (A) any consents required to be obtained from all of
the Lenders pursuant to this Section 11.2 and any other provisions of this
Agreement or any other Loan Document which expressly require the consent,
approval or authorization of all of the Lenders and (B) any provisions of this
Agreement and any other Loan Document which authorize the Administrative Agent
to act unilaterally, without needing to obtain the consent, approval or
authorization of any of the Lenders, this Agreement and any other Loan Document
may be amended, modified or supplemented only by an instrument in writing signed
by the Borrower, the Administrative Agent and the Majority Lenders (or by the
Borrower and the Administrative Agent with the consent of the Majority Lenders);
provided, however, that the Administrative Agent may (without any Lender's
consent) (x) enter into minor amendments to this Agreement and the other Loan
Documents which are intended to clarify the provisions hereof or thereof, or
which are ministerial in nature, or which are intended to correct any mistakes
or errors herein or therein and (y) give or withhold its agreement to any
waivers or consents under or in respect of the Loan Documents or exercise or
refrain from exercising any other rights or remedies which the Administrative
Agent may have under the Loan Documents or



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otherwise provided that, in the case of either of the foregoing clauses (x) and
(y), such actions do not, in the Administrative Agent's judgment reasonably
exercised, materially adversely affect the value of any collateral, taken as a
whole, or represent a departure from the Administrative Agent's standard of care
described in Section 13.5 (and the assignment or granting of a participation by
GECC shall not limit or otherwise affect its discretion in respect of any of the
foregoing). Notwithstanding the foregoing, the Administrative Agent will not,
without the consent of each Lender, agree to the following (provided that no
Lender's consent shall be required for any of the following which are otherwise
required under the Loan Documents): (a) increase the principal amount of the
Commitments; (b) reduce the principal amount of the Loans or the interest rate
thereon (except that the Majority Lenders may waive the requirement that
interest be paid at the Default Rate); (c) extend any stated payment date for
principal of or interest on the Loans payable to such Lender; (d) release the
Borrower, any Guarantor or any other party from liability under the Loan
Documents; (e) release or subordinate in whole or in part any material portion
of the collateral given as security for the Loans other than in accordance with
Section 2.9; (f) modify any of the provisions of this Section, the definition of
"Majority Lenders" or any other provision in the Loan Documents specifying the
number or percentage of Lenders required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder; or (g)
consent to (i) the sale, transfer or encumbrance of any portion of a Project (or
any interest therein) or any direct or indirect ownership interest therein and
(ii) the incurrence by Borrower of any additional indebtedness secured by a
Project, in each case to the extent (and subject to any standard of
reasonability) such consent is required under the Loan Documents.

          (2) Notwithstanding anything to contrary contained in this Agreement,
any modification or supplement of Article 13, or of any of the rights or duties
of the Administrative Agent hereunder, shall require the consent of the
Administrative Agent.

     Section 11.3 Limitation on Interest. It is the intention of the parties
hereto to conform strictly to applicable usury laws. Accordingly, all agreements
between Borrower, the Administrative Agent and the Lenders with respect to the
Loans are hereby expressly limited so that in no event, whether by reason of
acceleration of maturity or otherwise, shall the amount paid or agreed to be
paid to the Administrative Agent or any Lender or charged by any Lender for the
use, forbearance or detention of the money to be lent hereunder or otherwise,
exceed the maximum amount allowed by law. If the Loans would be usurious under
applicable law (including the laws of the State of New York and the laws of the
United States of America), then, notwithstanding anything to the contrary in the
Loan Documents: (1) the aggregate of all consideration which constitutes
interest under applicable law that is contracted for, taken, reserved, charged
or received under the Loan Documents shall under no circumstances exceed the
maximum amount of interest allowed by applicable law, and any excess shall be
credited on the Notes by the holders thereof (or, if the Notes have been paid in
full, refunded to Borrower); and (2) if maturity is accelerated by reason of an
election by the Administrative Agent in accordance with the terms hereof, or in
the event of any prepayment, then any consideration which constitutes interest
may never include more than the maximum amount allowed by applicable law. In
such case, excess interest, if any, provided for in the Loan Documents or
otherwise, to the extent permitted by applicable law, shall be amortized,
prorated, allocated and spread from the date of advance until payment in full so
that the actual rate of interest is uniform through the term hereof. If such
amortization, proration, allocation and spreading is not



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<PAGE>

permitted under applicable law, then such excess interest shall be cancelled
automatically as of the date of such acceleration or prepayment and, if
theretofore paid, shall be credited on the Notes (or, if the Notes have been
paid in full, refunded to Borrower). The terms and provisions of this Section
11.3 shall control and supersede every other provision of the Loan Documents.
The Loan Documents are contracts made under and shall be construed in accordance
with and governed by the laws of the State of New York, except that if at any
time the laws of the United States of America permit the Lenders to contract
for, take, reserve, charge or receive a higher rate of interest than is allowed
by the laws of the State of New York (whether such federal laws directly so
provide or refer to the law of any state), then such federal laws shall to such
extent govern as to the rate of interest which the Lenders may contract for,
take, reserve, charge or receive under the Loan Documents.

     Section 11.4 Invalid Provisions. If any provision of any Loan Document is
held to be illegal, invalid or unenforceable, such provision shall be fully
severable; the Loan Documents shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part thereof;
the remaining provisions thereof shall remain in full effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its severance
therefrom; and in lieu of such illegal, invalid or unenforceable provision there
shall be added automatically as a part of such Loan Document a provision as
similar in terms to such illegal, invalid or unenforceable provision as may be
possible to be legal, valid and enforceable.

     Section 11.5 Reimbursement of Expenses. Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this
Agreement or any amendments, modifications or waivers of the provisions hereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing
Bank in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank
or, if an Event of Default has occurred and is continuing, any Lender, including
the reasonable fees, charges and disbursements of any counsel for the
Administrative Agent, the Issuing Bank or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made or
Letters of Credit issued hereunder, including all such reasonable out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.

     Section 11.6 Approvals; Third Parties; Conditions. All approval rights
retained or exercised by the Administrative Agent and the Lenders with respect
to leases, contracts, plans, studies and other matters are solely to facilitate
the Lenders' credit underwriting, and shall not be deemed or construed as a
determination that the Lenders have passed on the adequacy thereof for any other
purpose and may not be relied upon by Borrower or any other Person. This
Agreement is for the sole and exclusive use of the Administrative Agent, the
Lenders, the Issuing Bank and Borrower and may not be enforced, nor relied upon,
by any Person other than the Administrative Agent, the Lenders, the Issuing Bank
and Borrower. All conditions of the obligations of the Administrative Agent, the
Lenders and the Issuing Bank hereunder, including the obligation to




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<PAGE>

make advances and issue Letters of Credit, are imposed solely and exclusively
for the benefit of the Administrative Agent, the Lenders, the Issuing Bank and
their successors and assigns, and no other Person shall have standing to require
satisfaction of such conditions or be entitled to assume that the Lenders will
refuse to make advances or that the Issuing Bank will refuse to issue Letters of
Credit in the absence of strict compliance with any or all of such conditions,
and no other Person shall, under any circumstances, be deemed to be a
beneficiary of such conditions, any and all of which may be freely waived in
whole or in part by the Administrative Agent, the Lenders and the Issuing Bank
at any time in their sole discretion.

     Section 11.7 Lenders, Issuing Bank and Administrative Agent Not in Control;
No Partnership. None of the covenants or other provisions contained in this
Agreement shall, or shall be deemed to, give the Administrative Agent, the
Issuing Bank or any Lender the right or power to exercise control over the
affairs or management of Borrower, the power of the Administrative Agent, the
Issuing Bank and the Lenders being limited to the rights to exercise the
remedies referred to in the Loan Documents. The relationship between Borrower
and the Lenders and the Issuing Bank is, and at all times shall remain, solely
that of debtor and creditor. No covenant or provision of the Loan Documents is
intended, nor shall it be deemed or construed, to create a partnership, joint
venture, agency or common interest in profits or income between the
Administrative Agent, the Lenders, the Issuing Bank and Borrower or to create an
equity in any Property in the Administrative Agent or any Lender. The
Administrative Agent, the Issuing Bank and the Lenders neither undertake nor
assume any responsibility or duty to Borrower or to any other person with
respect to any Property or the Loans or the Letters of Credit, except as
expressly provided in the Loan Documents; and notwithstanding any other
provision of the Loan Documents: (1) none of the Administrative Agent, the
Issuing Bank and the Lenders is, or shall be construed as, a partner, joint
venturer, alter ego, manager, controlling person or other business associate or
participant of any kind of Borrower or its stockholders, members, or partners
and none of the Administrative Agent, the Issuing Bank and the Lenders intends
to ever assume such status; (2) none of the Lenders, the Issuing Bank and the
Administrative Agent shall in any event be liable for any Indebtedness, expenses
or losses incurred or sustained by Borrower; and (3) none of the Lenders, the
Issuing Bank and the Administrative Agent shall be deemed responsible for or a
participant in any acts, omissions or decisions of Borrower or its stockholders,
members, or partners. The Administrative Agent, the Issuing Bank, the Lenders
and Borrower disclaim any intention to create any partnership, joint venture,
agency or common interest in profits or income between the Administrative Agent,
the Issuing Bank, the Lenders and Borrower, or to create an equity in any
Property in the Administrative Agent, the Issuing Bank or any Lender, or any
sharing of liabilities, losses, costs or expenses.

     Section 11.8 Time of the Essence. Time is of the essence with respect to
this Agreement.

     Section 11.9 Successors and Assigns; Secondary Market Transactions.

          (1) This Agreement shall be binding upon and inure to the benefit of
the Administrative Agent, the Issuing Bank, the Lenders, Borrower and the
Company (to the extent herein provided) and the respective successors and
permitted assigns, provided that neither Borrower nor any other Borrower Party
shall, without the prior written consent of the



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Administrative Agent, the Issuing Bank and all of the Lenders, assign any
rights, duties or obligations hereunder.

          (2) Subject to Section 11.24, Borrower shall reasonably cooperate with
the Administrative Agent and each Lender in effecting any (a) sale of this
Agreement, the Mortgages, the Notes, the other Loan Documents, and any and all
servicing rights thereto, or any portions thereof, to one or more investors, (b)
participation and/or syndication of the Loans to one or more investors, (c)
deposit of this Agreement, the Notes and the other Loan Documents, or any
portions thereof, with a trust, which trust may sell certificates to investors
evidencing an ownership interest in the trust assets, or (d) otherwise sale,
transfer or assignment the Loans or interests therein in one or more
transactions to investors (the transactions referred to in clauses (a) through
(d) are hereinafter each referred to as a "Secondary Market Transaction") and
shall reasonably cooperate and use all reasonable efforts to satisfy the market
standards to which the Administrative Agent and each Lender customarily adheres
or which may be reasonably required by any participant, investor, purchaser or
any rating agency involved in any Secondary Market Transaction (including,
without limitation, delivery of opinions of counsel reasonably required in
connection therewith). Borrower shall provide such information and documents
relating to the Borrower and the Properties as the Administrative Agent and each
Lender may reasonably request in connection with such Secondary Market
Transaction. In addition, Borrower shall make available to the Administrative
Agent and the Lenders all information concerning the Properties, its business
and operations that the Administrative Agent and the Lenders may reasonably
request. The Administrative Agent and the Lenders shall be permitted to share
all information with the participants, investors, purchasers, investment banking
firms, rating agencies, accounting firms, law firms and third-party advisory
firms involved with the Loans and Loan Documents or the applicable Secondary
Market Transaction, provided such Persons agree to hold such information
confidential in accordance with Section 11.17(2). The Administrative Agent and
the Lenders and all of the aforesaid participants, investors, purchasers,
advisors, rating agencies and professional firms shall be entitled to rely on
the information supplied by or on behalf of Borrower. Borrower also agrees to
execute any amendment of or supplement to this Agreement and the other Loan
Documents as the Administrative Agent and the Lenders may reasonably request in
connection with any Secondary Market Transaction, provided that such amendment
or supplement does not change the economic terms of the Loan or any Loan
Document.

          (3) The Notes may hereafter be split, severed and subdivided, by in
substitution for promissory notes of lesser denominations or otherwise, and, in
such event, Borrower shall promptly execute additional or replacement Notes.

     Section 11.10 Renewal, Extension or Rearrangement. All provisions of the
Loan Documents shall apply with equal effect to each and all promissory notes
and amendments thereof hereinafter executed which in whole or in part represent
a renewal, extension, increase or rearrangement of the Loans. For portfolio
management purposes, the Lenders may elect to divide the Loans into two or more
separate loans evidenced by separate promissory notes so long as the payment and
other obligations of Borrower are not effectively increased or otherwise
modified. Borrower agrees to cooperate with the Administrative Agent and the
Lenders and to execute such documents as the Administrative Agent reasonably may
request to effect such division of the Loans.



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        Section 11.11 Waivers. No course of dealing on the part of the
Administrative Agent, the Issuing Bank or any Lender, their officers, employees,
consultants or agents, nor any failure or delay by the Administrative Agent, the
Issuing Bank or any Lender with respect to exercising any right, power or
privilege of the Administrative Agent, the Issuing Bank or any Lender under any
of the Loan Documents, shall operate as a waiver thereof.

     Section 11.12 Cumulative Rights. Rights and remedies of the Administrative
Agent and the Lenders under the Loan Documents shall be cumulative, and the
exercise or partial exercise of any such right or remedy shall not preclude the
exercise of any other right or remedy.

     Section 11.13 Singular and Plural. Words used in this Agreement and the
other Loan Documents in the singular, where the context so permits, shall be
deemed to include the plural and vice versa. The definitions of words in the
singular in this Agreement and the other Loan Documents shall apply to such
words when used in the plural where the context so permits and vice versa.

     Section 11.14 Phrases. When used in this Agreement and the other Loan
Documents, unless a contrary intent is clearly indicated, the phrase "including"
shall mean "including, but not limited to," the phrases "satisfactory to any
Lender" or "satisfactory to the Administrative Agent" shall mean in form and
substance reasonably satisfactory to such Lender or the Administrative Agent, as
the case may be, in all respects, the phrases "with Lender's consent", "with
Lender's approval", "with the Administrative Agent's consent" or "with the
Administrative Agent's approval" shall mean such consent or approval at Lender's
or the Administrative Agent's, as the case may be, reasonable discretion, and
the phrases "acceptable to Lender" or "acceptable to the Administrative Agent"
shall mean acceptable to Lender or the Administrative Agent, as the case may be,
at such party's reasonable discretion."

     Section 11.15 Exhibits and Schedules. The exhibits and schedules attached
to this Agreement are incorporated herein and shall be considered a part of this
Agreement for the purposes stated herein.

     Section 11.16 Titles of Articles, Sections and Subsections. All titles or
headings to articles, sections, subsections or other divisions of this Agreement
and the other Loan Documents or the exhibits hereto and thereto are only for the
convenience of the parties and shall not be construed to have any effect or
meaning with respect to the other content of such articles, sections,
subsections or other divisions, such other content being controlling as to the
agreement between the parties hereto.

     Section 11.17 Promotional Material; Confidentiality.

          (1) Borrower authorizes the Administrative Agent, the Issuing Bank and
each Lender to issue press releases, advertisements and other promotional
materials in connection with the Administrative Agent's, the Issuing Bank's or
such Lender's own promotional and marketing activities, and describing the Loans
and the Letters of Credit in general terms or in detail and the Administrative
Agent's, the Issuing Bank's or such Lender's participation in the Loans and the
Letters of Credit. All references to the Administrative Agent, the Issuing Bank
or any Lender contained in any press release, advertisement or promotional
material issued by



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Borrower shall be approved in writing by the Administrative Agent, the Issuing
Bank and such Lender in advance of issuance. All references to the Borrower or
the Company contained in any press release, advertisement or promotional
material issued by the Administrative Agent, the Issuing Bank or any Lender
shall be approved in writing by the Borrower in advance of issuance, such
approval not to be unreasonably withheld or delayed.

          (2) Each of the Administrative Agent, the Issuing Bank and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or
participant in, or any prospective assignee of or participant in, any of its
rights or obligations under this Agreement, (g) with the written consent of
Borrower or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential
basis from a source other than Borrower. For the purposes of this Section,
"Information" means all information received from Borrower relating to Borrower
or its business, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by Borrower. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

     Section 11.18 Survival. All of the representations, warranties, covenants,
and indemnities of Borrower hereunder (including environmental matters under
Article 4, the obligations under Sections 2.11(1), 2.11(5) and 2.11(6)), and
under the indemnification provisions of the other Loan Documents shall survive
(a) the repayment in full of the Loans and the other Obligations and the release
of the Liens evidencing or securing the Loans and the other Obligations, (b) the
transfer (by sale, foreclosure, conveyance in lieu of foreclosure or otherwise)
of any or all right, title and interest in and to any Project to any party,
whether or not an Affiliate of Borrower and (c) in the case of any Lender that
may assign any interest in its Commitment or Loans hereunder in accordance with
the terms of this Agreement, the making of such assignment, notwithstanding that
such assigning Lender may cease to be a "Lender" hereunder.

     Section 11.19 Waiver of Jury Trial. BORROWER, THE ADMINISTRATIVE AGENT, THE
ISSUING BANK AND EACH LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL
OR WRITTEN)



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OR ACTION OF EITHER PARTY OR ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE
RIGHTS UNDER THE LOAN DOCUMENTS OR IN ANY WAY RELATING TO THE LOANS, THE LETTERS
OF CREDIT OR THE PROJECTS (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND
OR CANCEL THIS AGREEMENT, AND ANY CLAIM OR DEFENSE ASSERTING THAT THIS AGREEMENT
WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A
MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND EACH
LENDER TO ENTER THIS AGREEMENT.

     Section 11.20 Waiver of Punitive or Consequential Damages. None of the
Administrative Agent, the Lenders, the Issuing Bank or Borrower shall be
responsible or liable to the other or to any other Person for any punitive,
exemplary or consequential damages which may be alleged as a result of the
Loans, the Letters of Credit or the transaction contemplated hereby, including
any breach or other default by any party hereto.

     Section 11.21 Governing Law.

          (1) THIS AGREEMENT WAS MADE AND ACCEPTED BY THE ADMINISTRATIVE AGENT,
THE ISSUING BANK, LENDERS AND BORROWER IN THE STATE OF NEW YORK, AND THE
PROCEEDS OF THE NOTES DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF
NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE
PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS,
INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL
TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS
AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN
DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE
IN WHICH THE RELEVANT PROJECT IS LOCATED (OR, IN THE CASE OF THE LOCKBOX
AGREEMENTS AND THE CASH COLLATERAL AGREEMENT, THE LAWS OF THE STATE OF
CALIFORNIA), IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE
LAW OF SUCH STATES, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE
CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE
OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY
LAW, BORROWER, THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND LENDERS HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY
OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTES AND THE LETTERS OF
CREDIT, AND THIS AGREEMENT AND THE NOTES AND THE LETTERS OF CREDIT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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          (2) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE ADMINISTRATIVE
AGENT, ANY LENDER, THE ISSUING BANK OR BORROWER ARISING OUT OF OR RELATING TO
THE LOAN DOCUMENTS MAY AT THE ADMINISTRATIVE AGENT'S OPTION (WHICH DECISION
SHALL BE MADE BY THE MAJORITY LENDERS) BE INSTITUTED IN ANY FEDERAL OR STATE
COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT
MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH
SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES
HEREBY AGREE THAT SERVICE OF PROCESS UPON BORROWER MAY BE MAILED OR DELIVERED TO
BORROWER IN THE MANNER HEREIN PROVIDED FOR NOTICES TO BORROWER AND SHALL BE
DEEMED IN EVERY RESPECT EFFECTIVE PERSONAL SERVICE OF PROCESS UPON BORROWER IN
ANY SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN THE STATE OF NEW
YORK. BORROWER SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS FOR
BORROWER HEREUNDER.

     Section 11.22 Entire Agreement. This Agreement and the other Loan Documents
embody the entire agreement and understanding between the Administrative Agent,
the Lenders, the Issuing Bank and Borrower and supersede all prior agreements
and understandings between such parties relating to the subject matter hereof
and thereof. Accordingly, the Loan Documents may not be contradicted by evidence
of prior, contemporaneous, or subsequent oral agreements of the parties. There
are no unwritten oral agreements between the parties.

     Section 11.23 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, but all of which shall
constitute one document.

     Section 11.24 Assignments and Participations.

          (1) Reserved.

          (2) Assignments by the Lenders. Each Lender may assign any of its
Loans, its Note, its Commitment and its participations in Letters of Credit (but
only with the consent of the Administrative Agent and, prior to the occurrence
of an Event of Default, the consent of Borrower, with the consent of the
Borrower not to be unreasonably withheld, delayed or conditioned); provided
that:

          (a) no such consent by the Administrative Agent shall be required in
     the case of any assignment to another Lender or an affiliate of a Lender;

          (b) except to the extent the Administrative Agent shall otherwise
     consent, any such partial assignment (other than to another Lender or an
     affiliate of a Lender) shall be in an amount at least equal to $10,000,000;

          (c) each such assignment (including an assignment to another Lender or
     an affiliate of a Lender) by a Lender of its Loans or Commitment shall be
     made in such



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     manner so that the same portion of its Loans and Commitment is assigned to
     the respective assignee;

          (d) subject to the applicable Lender's compliance with the provisions
     of clauses (b) and (c) above, the Administrative Agent's consent to an
     assignment shall not be unreasonably withheld, delayed or conditioned if
     (i) in the reasonable judgment of the Administrative Agent, such assignment
     is made to a reputable institutional investor with substantial experience
     in real estate lending and originating mortgage loans similar to the Loans,
     and a financial net worth of at least $100,000,000, (ii) such assignment is
     first offered to the Administrative Agent in accordance with the terms and
     conditions a separate agency agreement among the Administrative Agent and
     the Lenders, and (iii) the provisions of clause (e) have been satisfied;
     and

          (e) upon execution and delivery by the assignee (even if already a
     Lender) to Borrower and the Administrative Agent of an Assignment and
     Acceptance pursuant to which such assignee agrees to become a "Lender"
     hereunder (if not already a Lender) having the Commitment and Loans
     specified in such instrument, and upon consent thereto by the
     Administrative Agent and Borrower to the extent required above, the
     assignee shall have, to the extent of such assignment (unless otherwise
     consented to by the Administrative Agent), the obligations, rights and
     benefits of a Lender hereunder holding the Commitment and Loans (or
     portions thereof) assigned to it (in addition to the Commitment and Loans,
     if any, theretofore held by such assignee) and the assigning Lender shall,
     to the extent of such assignment, be released from the Commitment (or
     portion thereof) so assigned. Upon each such assignment the assigning
     Lender shall pay the Administrative Agent a processing and recording fee of
     $3,500 and the reasonable fees and disbursements of the Administrative
     Agent's counsel incurred in connection therewith.

          (3) Participations. A Lender may sell or agree to sell to one or more
other Persons (each a "Participant") a participation in all or any part of any
Loans held by it, or in its Commitment or in its participation in any Letter of
Credit, provided that such Participant shall not have any rights or obligations
under this Agreement or any Note or any other Loan Document (the Participant's
rights against such Lender in respect of such participation to be those set
forth in the agreements executed by such Lender in favor of the Participant).
All amounts payable by Borrower to any Lender under Section 2.11 in respect of
Loans held by it, its Commitment and interests in any Letter of Credit shall be
determined as if such Lender had not sold or agreed to sell any participations
in such Loans, Commitment and interests in any Letter of Credit and as if such
Lender were funding each of such Loans and Commitment or participation in any
Letter of Credit in the same way that it is funding the portion of such Loans
and Commitment or participation in any Letter of Credit in which no
participations have been sold. In no event shall a Lender that sells a
participation agree with the Participant to take or refrain from taking any
action hereunder or under any other Loan Document except that such Lender may
agree with the Participant that it will not, without the consent of the
Participant, agree to (i) increase or extend the term of such Lender's
Commitment, (ii) extend the date fixed for the payment of principal of or
interest on the related Loan or Loans or any portion of any fee hereunder
payable to the Participant, (iii) reduce the amount of any such payment of
principal, (iv) reduce the rate at which interest is payable thereon, or any fee
hereunder payable to the



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Participant, to a level below the rate at which the Participant is entitled to
receive such interest or fee (except that such Lender may, without such
Participant's consent, waive the requirement that interest be paid at the
Default Rate) or (v) consent to any modification, supplement or waiver hereof or
of any of the other Loan Documents to the extent that the same, under Section
11.2, requires the consent of each Lender.

          (4) Certain Pledges. In addition to the assignments and participations
permitted under the foregoing provisions of this Section 11.24 (but without
being subject thereto), any Lender may (without notice to Borrower, the
Administrative Agent or any other Lender and without payment of any fee) assign
and pledge all or any portion of its Loans and its Note to any Federal Reserve
Bank as collateral security pursuant to Regulation A and any operating circular
issued by such Federal Reserve Bank, and such Loans and Note shall be fully
transferable as provided therein. No such assignment shall release the assigning
Lender from its obligations hereunder.

          (5) Provision of Information to Assignees and Participants. A Lender
may furnish any information concerning Borrower or any of its Affiliates in the
possession of such Lender from time to time to assignees and participants
(including prospective assignees and participants), provided that such assignees
and participants (including prospective assignees and participants) agree to
keep such information confidential in accordance with Section 11.17(2).

          (6) No Assignments to Borrower or Affiliates. Anything in this Section
11.24 to the contrary notwithstanding, no Lender may assign or participate any
interest in any Loan held by it hereunder to Borrower or any of its Affiliates
without the prior consent of each Lender.

     Section 11.25 Release. Each of Borrower and Guarantor releases, acquits and
forever discharges the Administrative Agent and each Lender and all
subsidiaries, affiliates, officers, directors, shareholders, agents, employees,
servants, attorneys and representatives of the Administrative Agent and the
Lender, as well as their respective successors and assigns (hereinafter
collectively being referred to as the "Released Parties") of and from any and
all claims, demands, debts, losses, costs, expenses, proceedings, judgments,
damages, actions, causes of action, suits, contracts, agreements, obligations,
accounts, defenses, offsets and liabilities of any kind or character whatsoever,
known or unknown, suspected or unsuspected, in contract or in tort, at law or in
equity, including, without limitation, such claims and defenses as fraud,
mistake, duress and usury, which the Borrower and/or the Guarantor ever had, now
have or might hereafter have against the Released Parties, or any of them,
jointly or severally, for or by reason of any matter, cause or thing whatsoever,
which relates to, is based on, or arises out of, by reason of or in connection
with, in whole or in part, directly or indirectly, any act, omission, fact,
circumstance or condition existing on or prior to the Closing Date in connection
with the origination, servicing, administration and/or collection of the Loans.



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                                   ARTICLE 12

                               NEGATIVE COVENANTS

     Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full and
all Letters of Credit have expired or terminated and all LC Disbursements shall
have been reimbursed, Borrower covenants and agrees with the Lenders that:

     Section 12.1 Indebtedness and Other Financial Covenants.

          (1) Financial Covenants. For the period from and after the date
hereof:

          (a) Limitations on Indebtedness. The Consolidated Business shall not
     directly or indirectly create, incur, assume or otherwise become or remain
     directly or indirectly liable with respect to any Indebtedness, except
     Indebtedness which would not exceed (i) at any time during the Initial
     Term, seventy percent (70%) of Total Value and (ii) at any time during any
     Extended Term, sixty-five percent (65%) of the Total Value (as applicable,
     the "Total Outstanding Indebtedness Limitation"). In addition, the Company
     shall not incur, directly or indirectly, any Indebtedness other than the
     Guaranty.

          (b) Minimum Fixed Charge Coverage Ratio. The ratio of (A) Total
     Adjusted EBITDA to (B) Fixed Charges for the trailing four (4) calendar
     quarters shall not be less than (x) 1.5 to 1 during the Initial Term and
     (y) 1.6 to 1 during any Extended Term.

          (c) Restrictions on Stock Buyback. The Company shall not, without the
     prior written consent of the Majority Lenders, make any payment on account
     of the purchase, redemption, retirement or acquisition of (1) any shares of
     the Company's capital stock, or (2) any option, warrant or other right to
     acquire shares of the Company's capital stock; provided, however, that if
     no Event of Default or Borrowing Base Imbalance Exists, then payments may
     be made without the prior written consent of the Majority Lenders in
     respect of (x) the purchase or acquisition from departing management level
     employees of the Company of restricted securities of the Company held by
     such employee, but not more than $1,000,000 in the aggregate, and (y) the
     purchase, redemption, retirement or acquisition of any of the securities
     described in the foregoing clauses (1) or (2) if such payments are (A) made
     to management leaving the Company and (B) not in excess of $20,000,000 in
     the aggregate in any calendar year.

          (d) Maximum Loan-to-Value Ratio. Without limiting the provisions of
     Sections 2.1(1) or 2.7(6), at no time will the Borrower permit the
     Loan-to-Value Ratio to exceed 70%.

          (2) Negative Pledge. From and after the date hereof, neither Borrower
nor the Company will, and will not permit any Subsidiary to, enter into any
agreement containing any provision prohibiting the creation or assumption of any
Lien upon any Eligible Projects, or restricting the ability of Borrower to amend
or modify this Agreement or any other Loan Document.




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<PAGE>

          (3) Compliance. Borrower shall comply with the financial ratios set
forth in this Section 12.1 as of the date of (and giving effect to) each
Borrowing.

     Section 12.2 Liens. Borrower will not, and will not permit any Subsidiary
to, create, incur, assume or permit to exist any Lien on any property or asset
now owned or hereafter acquired by it, or assign or sell any income or revenues
(including accounts receivable) or rights in respect of any thereof, except:

          (a) Permitted Encumbrances;

          (b) Liens with respect to capital leases of equipment entered into in
     the ordinary course of business of Borrower pursuant to which the aggregate
     Indebtedness under such capital leases does not exceed $5,000,000 for any
     Property; and

          (c) Liens securing Secured Indebtedness, to the extent permitted under
     Section 12.1(1)(a).

     Section 12.3 Fundamental Changes.

          (1) Borrower will not, and will not permit any Subsidiary to, merge
into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or sell, transfer, lease or otherwise dispose of
(in one transaction or in a series of transactions) all or substantially all of
its assets (in each case, whether now owned or hereafter acquired), or liquidate
or dissolve, except (subject to Section 9.13):

          (i) in connection with the issuance, transfer, conversion or
     repurchase of limited partnership interests in Borrower, and

          (ii) if, at the time thereof and immediately after giving effect
     thereto, no Potential Default, Event of Default or Borrowing Base Imbalance
     shall have occurred and be continuing: (a) any Person may merge into
     Borrower in a transaction in which Borrower is the surviving corporation
     and (b) any Person may merge into any Subsidiary in a transaction in which
     the surviving corporation is a Subsidiary.

          (2) Borrower will not, and will not permit any of its Subsidiaries to,
engage to any material extent in any business other than businesses of the type
conducted by Borrower and its Subsidiaries on the date of execution of this
Agreement and businesses reasonably related thereto.

     Section 12.4 Investments, Loans, Advances, Guarantees and Acquisitions.
Borrower will not, and will not permit any of its Subsidiaries to, purchase,
hold or acquire (including pursuant to any merger with any Person that was not a
wholly owned Subsidiary prior to such merger) any capital stock, evidences of
indebtedness or other securities (including any option, warrant or other right
to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, Guarantee any obligations of, or make or permit to exist any
investment or any other interest in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other
Person constituting a business unit, except:



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          (a) Permitted Investments;

          (b) Investments in real property; provided that (i) the aggregate
     Investments by Borrower and its consolidated Subsidiaries in unimproved
     real property and properties under construction shall not exceed 10% of
     Total Value, and (ii) Properties that are not located in the States of
     Washington, California, Oregon, Arizona, Nevada, Utah or Idaho, shall not
     exceed 10% of Total Value;

          (c) Investments (including loans) in Borrower's Subsidiaries;

          (d) Investments in notes secured by mortgages on any real property of
     any Person; provided that the aggregate investments of the type set forth
     in this clause (d) shall not exceed 10% of Total Value; and

          (e) additional investments in an amount outstanding at any time not to
     exceed $10,000,000.

     Section 12.5 Hedging Agreements. Borrower will not, and will not permit any
of its Subsidiaries to, enter into any Hedging Agreement, other than Hedging
Agreements entered into in the ordinary course of business to hedge or mitigate
risks to which Borrower or any Subsidiary is exposed in the conduct of its
business or the management of its liabilities.

     Section 12.6 Transactions with Affiliates. Neither Borrower nor any of its
Subsidiaries shall directly or indirectly enter into or permit to exist any
transaction (including, without limitation, the purchase, sale, lease or
exchange of any property or the rendering of any service) with any holder or
holders of more than five percent (5%) of any class of equity Securities of
Borrower, or with any Affiliate of Borrower which is not its Subsidiary, on
terms less favorable to Borrower or any of its Subsidiaries, as applicable, than
those that might be obtained in an arm's length transaction at the time from
Persons who are not such a holder or Affiliate. Nothing contained in this
Section 12.6 shall prohibit (a) increases in compensation and benefits for
officers and employees of Borrower or any of its Subsidiaries which are
customary in the industry or consistent with the past business practice of
Borrower or such Subsidiary, provided that no Event of Default or Default has
occurred and is continuing; (b) payment of customary partners' indemnities; or
(c) performance of any obligations arising under the Loan Documents; or (d) the
performance by the Company and Borrower of their obligations under the Lazard
Agreements.

     Section 12.7 Margin Regulations; Securities Laws. Neither Borrower nor any
of its Subsidiaries, shall use all or any portion of the proceeds of any credit
extended under this Agreement to purchase or carry "margin stock" within the
meaning of Regulations T, U or X of the Board of Governors of the Federal
Reserve System.

     Section 12.8. Negative Covenants of the Company.

          (a) The Company will not acquire any assets of any nature whatsoever,
     other than additional units in Borrower.


                                       93
<PAGE>

          (b) From and after the date hereof, the Company will not incur any
     Indebtedness or any other obligations or liabilities except (x) in its
     capacity as the general partner of Borrower in connection with transactions
     entered into in the ordinary course of business, and (y) Indebtedness, the
     net proceeds of which are contributed to Borrower simultaneously with the
     incurrence thereof by the Company.

          (c) From and after the date hereof, the Company will not retain any
     Net Offering Proceeds, and the same will be contributed by the Company to
     Borrower simultaneously with receipt thereof by the Company.

          (d) The Company shall not enter into any merger or consolidation, or
     liquidate, wind-up or dissolve (or suffer any liquidation or dissolution),
     or convey, lease, sell, transfer or otherwise dispose of, in one
     transaction or series of transactions, any of its business or assets,
     including its interests in Borrower. Notwithstanding the foregoing, but
     subject to Section 9.13, the Company shall be permitted to merge with
     another Person so long as the Company is the surviving Person following
     such merger.

                                   ARTICLE 13

                            THE ADMINISTRATIVE AGENT

     Section 13.1 Appointment, Powers and Immunities. Each Lender hereby
appoints and authorizes the Administrative Agent to act as its agent hereunder
and under the other Loan Documents with such powers as are specifically
delegated to the Administrative Agent by the terms of this Agreement and of the
other Loan Documents, together with such other powers as are reasonably
incidental thereto. The Administrative Agent (which term as used in this
sentence and in Section 13.5 and the first sentence of Section 13.6 shall
include reference to its affiliates and its own and its affiliates' officers,
directors, employees and agents):

          (a) shall have no duties or responsibilities except those expressly
     set forth in this Agreement and in the other Loan Documents, and shall not
     by reason of this Agreement or any other Loan Document be a trustee for any
     Lender;

          (b) shall not be responsible to the Lenders for any recitals,
     statements, representations or warranties contained in this Agreement or in
     any other Loan Document, or in any certificate or other document referred
     to or provided for in, or received by any of them under, this Agreement or
     any other Loan Document, or for the value, validity, effectiveness,
     genuineness, enforceability or sufficiency of this Agreement, any Note or
     any other Loan Document or any other document referred to or provided for
     herein or therein or for any failure by Borrower or any other Person to
     perform any of its obligations hereunder or thereunder; and

          (c) shall not be responsible for any action taken or omitted to be
     taken by it hereunder or under any other Loan Document or under any other
     document or instrument referred to or provided for herein or therein or in
     connection herewith or therewith, except to the extent any such action
     taken or omitted violates the Administrative Agent's standard of care set
     forth in the first sentence of Section 13.5.


                                       94
<PAGE>

The Administrative Agent may employ agents and attorneys-in-fact, and may
delegate all or any part of its obligations hereunder, to third parties and
shall not be responsible for the negligence or misconduct of any such agents,
attorneys-in-fact or third parties selected by it in good faith. The
Administrative Agent may deem and treat the payee of a Note as the holder
thereof for all purposes hereof unless and until a notice of the assignment or
transfer thereof shall have been filed with the Administrative Agent.

     Section 13.2 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely upon any certification, notice or other communication
(including, without limitation, any thereof by telephone, telecopy, telegram or
cable) reasonably believed by it to be genuine and correct and to have been
signed or sent by or on behalf of the proper Person or Persons, and upon advice
and statements of legal counsel, independent accountants and other experts
selected by the Administrative Agent. As to any matters not expressly provided
for by this Agreement or any other Loan Document, the Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder or thereunder in accordance with instructions given by the Majority
Lenders, and such instructions of the Majority Lenders and any action taken or
failure to act pursuant thereto shall be binding on all of the Lenders.

     Section 13.3 Defaults. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of a Potential Default or Event of Default
unless the Administrative Agent has received notice from a Lender or Borrower
specifying such Potential Default or Event of Default and stating that such
notice is a "Notice of Default". In the event that the Administrative Agent
receives such a notice of the occurrence of a Potential Default or Event of
Default, the Administrative Agent shall give prompt notice thereof to the
Lenders. The Administrative Agent shall (subject to Section 13.7) take such
action with respect to such Potential Default or Event of Default and other
matters relating to the Loans as shall be directed by the Lenders in accordance
with a separate agreement entered into by the Administrative Agent and the
Lenders.

     Section 13.4 Rights as a Lender. With respect to GECC's Commitment and the
Loans made by it, GECC (and any successor acting as Administrative Agent) in its
capacity as a Lender hereunder shall have the same rights and powers hereunder
as any other Lender and may exercise the same as though it were not acting as
the Administrative Agent, and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include the Administrative Agent in its individual
capacity. GECC (and any successor acting as Administrative Agent) and its
affiliates (including CMF Capital Company, LLC) may (without having to account
therefor to any Lender) lend money to, make investments in and generally engage
in any kind of lending, trust or other business with Borrower (and any of its
Affiliates and any Persons acquiring Properties from Borrower and any of its
Affiliates) as if it were not acting as the Administrative Agent, and GECC and
its affiliates (including CMF Capital Company, LLC) may accept fees and other
consideration from Borrower for services in connection with this Agreement or
otherwise without having to account for the same to the Lenders.

     Section 13.5 Standard of Care; Indemnification. In performing its duties
under the Loan Documents, the Administrative Agent will exercise the same degree
of care as GECC normally exercises in connection with real estate loans in which
no syndication or participations are involved, but the Administrative Agent
shall have no further responsibility to any Lender



                                       95
<PAGE>

except as expressly provided herein and except for its own gross negligence or
willful misconduct which resulted in actual loss to such Lender, and, except to
such extent, the Administrative Agent shall have no responsibility to any Lender
for the failure by the Administrative Agent to comply with any of the
Administrative Agent's obligations to Borrower under the Loan Documents or
otherwise. The Lenders agree to indemnify the Administrative Agent (to the
extent not reimbursed under Section 11.5, but without limiting the obligations
of Borrower under Section 11.5) ratably in accordance with the aggregate
principal amount of the Loans held by the Lenders (or, if no Loans are at the
time outstanding, ratably in accordance with their respective Commitments), for
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever that may be imposed on, incurred by or asserted against the
Administrative Agent (including by any Lender) arising out of or by reason of
any investigation in or in any way relating to or arising out of this Agreement
or any other Loan Document or any other documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby (including,
without limitation, the costs and expenses that Borrower is obligated to pay
under Section 11.5, but excluding, unless a Event of Default has occurred and is
continuing, normal administrative costs and expenses incident to the performance
of its agency duties hereunder) or the enforcement of any of the terms hereof or
thereof or of any such other documents, provided that no Lender shall be liable
for any of the foregoing to the extent they arise from the Administrative
Agent's breach of its standard of care set forth in the first sentence of this
Section.

     Section 13.6 Non-Reliance on Administrative Agent and Other Lenders. Each
Lender agrees that it has, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of
Borrower and its Affiliates and decision to enter into this Agreement and that
it will, independently and without reliance upon the Administrative Agent or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement or under any other Loan
Document. Subject to the provisions of the first sentence of Section 13.5, the
Administrative Agent shall not be required to keep itself informed as to the
performance or observance by Borrower of this Agreement or any of the other Loan
Documents or any other document referred to or provided for herein or therein or
to inspect the Project or the books of Borrower or any of its Affiliates. Except
for notices, reports and other documents and information expressly required to
be furnished to the Lenders by the Administrative Agent hereunder or as
otherwise agreed by the Administrative Agent and the Lenders, the Administrative
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the affairs, financial condition or
business of Borrower or any of its Affiliates that may come into the possession
of the Administrative Agent or any of its affiliates.

     Section 13.7 Failure to Act. Except for action expressly required of the
Administrative Agent hereunder, and under the other Loan Documents, the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder and thereunder unless it shall receive further
assurances to its satisfaction from the Lenders of their indemnification
obligations under Section 13.5 against any and all liability and expense that
may be incurred by it by reason of taking or continuing to take any such action.



                                       96
<PAGE>

     Section 13.8 Resignation of Administrative Agent. The Administrative Agent
may resign at any time by giving notice thereof to the Lenders and Borrower.
Upon any such resignation, the Majority Lenders shall have the right to appoint
a successor Administrative Agent which shall be a financial institution that has
(a) an office in New York, New York with a combined capital and surplus of at
least $500,000,000, (b) knowledge and experience comparable to the resigning
Administrative Agent's knowledge and experience in the servicing of loans
similar to the Loans hereunder and (c) unless the successor Administrative Agent
is a Lender or an Event of Default exits and is continuing, been reasonably
approved of by the Borrower (such approval not to be unreasonably withheld or
delayed). If no successor Administrative Agent shall have been so appointed by
the Majority Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent's giving of notice of resignation of the
retiring Administrative Agent, then the retiring Administrative Agent's
resignation shall nonetheless become effective and (i) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and (ii) the Majority Lenders shall perform the duties of the
Administrative Agent (and all payments and communications provided to be made
by, to or through the Administrative Agent shall instead be made by or to each
Lender directly) until such time as the Majority Lenders appoint a successor
agent as provided for above in this Section 13.8. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder (if not already discharged
therefrom as provided above in this Section 13.8). The fees payable by Borrower
to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between Borrower and such successor. After
any retiring Administrative Agent's resignation hereunder as Administrative
Agent, the provisions of this Article 13 and Section 11.5 shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as the Administrative Agent.

     Section 13.9 Limitation on Liability of the Administrative Agent's, the
Issuing Bank's and the Lenders' Officers, Employees, etc. Any obligation or
liability whatsoever of the Administrative Agent, the Issuing Bank or any Lender
which may arise at any time under this Agreement or any other Loan Document
shall be satisfied, if at all, out of the Administrative Agent's, the Issuing
Bank's or such Lender's respective assets only. No such obligation or liability
shall be personally binding upon, nor shall resort for the enforcement thereof
be had to, the property of any of the Administrative Agent's, the Issuing Bank's
or any Lender's shareholders, directors, officers, employees or agents,
regardless of whether such obligation or liability is in the nature of contract,
tort or otherwise.

                            [Signature Pages Follow]



                                       97
<PAGE>


     EXECUTED as of the date first written above.


LENDERS:                     GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
                             corporation

                             By:
                                 ------------------------------------
                                  Name:
                                  Title:

                             Address for Notices:

                             General Electric Capital Corporation
                             125 Park Avenue
                             New York, New York  10017
                             Attention:  Asset Manager - Center Trust
                             Telecopier No.:  (212) 573-9733

                             Lending Office for Eurodollar and
                             Alternate Base Rate Loans:

                             General Electric Capital Corporation
                             125 Park Avenue
                             New York, New York  10017
                             Attention:  Asset Manager - Center Trust
                             Telecopier No.:  (212) 573-9733


                             FLEET NATIONAL BANK, a national
                             banking association


                             By:
                                 -------------------------------------
                                  Name:
                                  Title:

                             Address for Notices:

                             Fleet National Bank
                             Structured Real Estate
                             100 Federal Street
                             Boston, Massachusetts  02110
                             MA DE 10009A
                             Attention:  Jim McLaughlin
                             Telecopier No.:  (617) 434-7108





<PAGE>





BORROWER:                     CT OPERATING PARTNERSHIP, L.P.,
                              a California limited partnership

                              By:  Center Trust, Inc., a Maryland corporation,
                                  its general partner



                              By:
                                 -------------------------------------
                                  Name:
                                  Title:

                              Address for Notices:

                              3500 Sepulveda Boulevard
                              Manhattan Beach, California  90266
                              Attention:  Steven M. Jaffe, Esq.
                              Telecopier No.:  310-546-3396

                              With a copy to:
                              --------------

                              Latham & Watkins
                              633 West Fifth Street
                              Suite 4000
                              Los Angeles, California  90071
                              Attention:  Glen B. Collyer, Esq.
                              Telecopier No.:  213-891-8763



<PAGE>




ADMINISTRATIVE AGENT:         GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
                              corporation,
                              as Administrative Agent


                              By:
                                 -------------------------------------
                                 Name:
                                 Title:


                              Address for Notices to the
                              Administrative Agent:
                              125 Park Avenue
                              New York, New York  10017

                              Attention:  Asset Manager - Center Trust
                              Telecopier No.: (212) 573-9733




<PAGE>

                                                                       EXHIBIT A

                                 [Form of Note]
                                 PROMISSORY NOTE

$_______________                                              _________ __, 2002
                                                              New York, New York

     FOR VALUE RECEIVED, CT OPERATING PARTNERSHIP, L.P., a California limited
partnership (the "Borrower"), hereby promises to pay to the order of
__________________ (the "Lender"), for account of its respective Applicable
Lending Offices provided for by the Agreement referred to below, at the
principal office of General Electric Capital Corporation at 125 Park Avenue, New
York, New York 10017, the principal sum of _______________ Dollars (or such
lesser amount as shall equal the aggregate unpaid principal amount of the Loans
made by the Lender to the Borrower under the Agreement), in lawful money of the
United States of America and in immediately available funds, on the dates and in
the principal amounts provided in the Agreement, and to pay interest on the
unpaid principal amount of each such Loan, at such office, in like money and
funds, for the period commencing on the date of such Loan until such Loan shall
be paid in full, at the rates per annum and on the dates provided in the
Agreement.

     The date, amount, Type, interest rate and duration of Interest Period (if
applicable) of each Loan made by the Lender to the Borrower, and each payment
made on account of the principal thereof, shall be recorded by the Lender on its
books and, prior to any transfer of this Note, endorsed by the Lender on the
schedule attached hereto or any continuation thereof, provided that the failure
of the Lender to make any such recordation or endorsement shall not affect the
obligations of the Borrower to make a payment when due of any amount owing under
the Agreement or hereunder in respect of the Loans made by the Lender.

     This Note is one of the Notes referred to in the Third Amended and Restated
Loan Agreement dated as of ______ __, 2002 (as modified and supplemented and in
effect from time to time, the "Agreement") between the Borrower, the lenders
party thereto (including the Lender) and General Electric Capital Corporation,
as Administrative Agent, and evidences Loans made by the Lender thereunder.
Terms used but not defined in this Note have the respective meanings assigned to
them in the Agreement.

     The Agreement provides for the acceleration of the maturity of this Note
upon the occurrence of certain events and for prepayments of Loans upon the
terms and conditions specified therein.

     Except as permitted by Sections 11.9 and 11.24 of the Agreement, this Note
may not be assigned by the Lender to any other Person.


                                      A-1
<PAGE>


     This Note shall be governed by, and construed in accordance with, the law
of the State of New York.



                                     CT OPERATING PARTNERSHIP, L.P.,
                                     a California limited partnership

                                     By:  Center Trust, Inc., a Maryland
                                         corporation, its general partner



                                     By:
                                        -------------------------------------
                                         Name:
                                         Title:



                                      A-2
<PAGE>


                                SCHEDULE OF LOANS

     This Note evidences Loans made, Continued or Converted under the
within-described Agreement to the Borrower, on the dates, in the principal
amounts, of the Types, bearing interest at the rates and having Interest Periods
(if applicable) of the durations set forth below, subject to the payments,
Continuations, Conversions and prepayments of principal set forth below:

<TABLE>
<CAPTION>

                                                              Amount
Date          Prin-                                            Paid,
Made,         cipal                            Duration      Prepaid,        Unpaid
Continued    Amount     Type                      of         Continued        Prin-
 or            of        of     Interest       Interest         or            cipal      Notation
Converted     Loan      Loan      Rate          Period       Converted       Amount       Made by
---------    ------     ----    --------       --------      ---------       ------      --------
<S>          <C>       <C>      <C>            <C>          <C>              <C>         <C>


</TABLE>


                                      A-3
<PAGE>


                                                                       EXHIBIT B

                       [Form of Assignment and Acceptance]

                            ASSIGNMENT AND ACCEPTANCE

     Reference is made to (a) the Third Amended and Restated Loan Agreement
dated as of _________ __, 2002 (as amended and in effect on the date hereof, the
"Agreement"), between CT OPERATING PARTNERSHIP, L.P., the Lenders named therein
and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent for the
Lenders and (b) the Agency Agreement dated as of October 2, 2001 (the "Agency
Agreement") among the Administrative Agent and each Lender, which is the
agreement referenced in the last sentence of Section 13.3 of the Agreement.
Terms defined in the Agreement are used herein with the same meanings.

     The Assignor named below hereby sells and assigns, without recourse, to the
Assignee named below, and the Assignee hereby purchases and assumes, without
recourse, from the Assignor, effective as of the Assignment Date set forth
below, the interests set forth below (the "Assigned Interest") in the Assignor's
rights and obligations under the Agreement, including, without limitation, the
interests set forth below in the Commitment of the Assignor on the Assignment
Date and Loans owing to the Assignor which are outstanding on the Assignment
Date, together with (a) interest on the assigned Loans from and after the
Assignment Date and (b) the amount, if any, set forth below of the fees accrued
to the Assignment Date for the account of the Assignor. The Assignee hereby
acknowledges receipt of a copy of the Agreement and the Agency Agreement. From
and after the Assignment Date (i) the Assignee shall be a party to and be bound
by the provisions of (x) the Agreement and (y) the Agency Agreement and, in each
case, to the extent of the interests assigned by this Assignment and Acceptance,
have the rights and obligations of a Lender thereunder and (ii) the Assignor
shall, to the extent of the interests assigned by this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Agreement and the Agency Agreement as of the Assignment Date.

     This Assignment and Acceptance is being delivered to the Administrative
Agent together with, if the Assignee is not already a Lender under the
Agreement, an administrative questionnaire in the form supplied by the
Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor]
shall pay the fee payable to the Administrative Agent pursuant to Section
11.24(2)(e) of the Agreement.

     This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of _______.

     The Assignor represents and warrants to the Assignee that the Assignor is
the legal and beneficial owner of the Assigned Interest and has not created any
adverse interest therein. The Assignor and the Assignee represent and warrant to
each other that they are, respectively, authorized to execute and deliver this
Assignment and Acceptance.



                                      B-1
<PAGE>



Date of Assignment:
Legal Name of Assignor:
Legal Name of Assignee:
Assignee's Address for Notices:
Effective Date of Assignment
("Assignment Date")(1):
-----------------------
                                                    Percentage Assigned of
                                                    Facility/Commitment
                                                    (set forth, to at
                                                    least 4 decimals, as a
                                                    percentage of
                                                    the Facility and the
                                                    aggregate Commitments
                             Principal Amount       of all Lenders
                             Assigned               thereunder
                             --------               ----------
[Commitment Assigned:        $                                      %]

Loans:                       $                                      %

[Fees Assigned (if any):]

The terms set forth above and below are hereby agreed to:



                                            [NAME OF ASSIGNOR], as Assignor

                                            By:
                                                ------------------------
                                                Name:
                                                Title:

                                            [NAME OF ASSIGNEE], as Assignee

                                            By:
                                                ------------------------
                                                Name:
                                                Title:


-------------
1 Must be at least five Business Days after execution hereof by all required
  parties.



                                      B-2
<PAGE>


The undersigned hereby consent to the within assignment:(2)

GENERAL ELECTRIC CAPITAL CORPORATION,
  as Administrative Agent

By:
   --------------------------------
    Name:
    Title:


CT OPERATING PARTNERSHIP, L.P.,
a California limited partnership

By:  Center Trust, Inc., a Maryland corporation,
     its general partner

By:
   --------------------------------
    Name:
    Title:





--------------
2 Consent to be included to the extent required by Section 11.24(2) of the
  Agreement.



                                      B-3
<PAGE>

                                                                       EXHIBIT C

                                     FORM OF

                           BORROWING BASE CERTIFICATE

TO:     General Electric Capital Corporation, as Administrative Agent
FROM:   CT Operating Partnership, L.P.

DATE:   __________, 200___


Pursuant to the provisions of the Third Amended and Restated Loan Agreement
dated as of ______ ____, 2002, among CT Operating Partnership, L.P. (the
"Borrower"), the financial institutions party thereto, and General Electric
Capital Corporation as administrative agent for said financial institutions (as
the same may be amended or otherwise modified from time to time, the "Loan
Agreement"; and the initially capitalized terms used herein without definition
and which are defined in the Loan Agreement shall have the meanings given to
such terms in the Loan Agreement), the undersigned hereby certifies that the
following information is true, complete and accurate in all material respects as
of the close of business on __________, 200_.

     1. Schedule 1 attached hereto accurately and completely sets forth, as of
the date hereof, (i) all Projects owned or leased by the Borrower, (ii) for each
Project, the Underwritten Value thereof, (iii) the Cash on Cash Return, (iv) the
Debt Service Coverage calculated as of the first day of the current fiscal
quarter for the trailing four-quarter period, and (v) the Available Credit.

     2. Borrower represents and warrants to the Lenders that each of the
Projects is Unencumbered and otherwise meets the requirements for Eligible
Projects set forth in the Loan Agreement (except to the extent such requirements
have been waived by the Administrative Agent and the Majority Lenders in
accordance with the Loan Agreement). Submitted herewith, with respect to each
such Eligible Project (to the extent not previously delivered) are copies of the
Eligible Project Documents for each such Eligible Project. Each such Eligible
Project is a Project in respect of which Mortgage Documents have been delivered
to the Administrative Agent prior to the date hereof or concurrently herewith.

     3. The representations and warranties of the Borrower and the Company
contained in the Loan Agreement and in each of the other Loan Documents are true
and correct in all material respects as though made on and as of the date hereof
(it being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date).


                                      C-1
<PAGE>

     4. No Potential Default, Event of Default or Borrowing Base Imbalance has
occurred and is continuing.



Authorized Signature: _____________________   Date:________________
Title:  Chief Financial Officer




                                      C-2
<PAGE>



                                                                       EXHIBIT D

                                     FORM OF

                             COMPLIANCE CERTIFICATE

     This COMPLIANCE CERTIFICATE is delivered pursuant to that certain Third
Amended and Restated Loan Agreement, dated as of ______ ___, 2002 (the "Loan
Agreement") among CT Operating Partnership, L.P. (the "Borrower"), the financial
institutions party thereto (collectively, the "Lenders"), and General Electric
Capital Corporation, as administrative agent for said financial institutions
(the "Administrative Agent"). Capitalized terms not defined herein shall have
the same meanings ascribed thereto in the Loan Agreement. The undersigned hereby
certifies that the following information is true, correct and complete in all
material respects as of the date hereof.

     The Company is the sole general partner of Borrower.

     The individual executing this Certificate is the duly qualified Chief
Financial Officer of the Company and is executing this Certificate on behalf of
the Borrower.

     The undersigned has reviewed the terms of the Loan Documents and has made a
review in reasonable detail of the transactions and consolidated financial
condition and other affairs of the Company and/or the Borrower and each of its
Subsidiaries and Unconsolidated Entities as of, and during the fiscal quarter
ending _______, 200_, and the undersigned has no knowledge of the existence, as
of the date hereof, of any condition or event which (i) renders untrue or
incorrect in any material respect, any of the representations and warranties of
the Borrower and/or the Company contained in the Loan Agreement and/or the other
Loan Documents (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified date), or
(ii) constitutes a Potential Default or Event of Default or mandatory prepayment
event under Section 2.7 of the Loan Agreement [or, if any such condition or
event existed or exists, specifying the nature and period of existence thereof
and what action the Company and/or the Borrower or any of its Subsidiaries has
taken, is taking and proposes to take with respect thereto.]

     Schedule I attached hereto accurately and completely sets forth the
financial data, computations and other matters required to establish compliance
with the following parts of Section 12.1 of the Loan Agreement:

          (a) Limitations on Indebtedness;

          (b) Minimum Fixed Charge Coverage Ratio; and

          (c) Maximum Loan-to-Value Ratio.


                                      D-1
<PAGE>

     Schedule II attached hereto sets forth (i) the identity of the obligor
under each Purchase Money Note, (ii) the initial and outstanding principal
amount of each Purchase Money Note and the aggregate initial and outstanding
principal amounts of all Purchase Money Notes, in each case as of the date
hereof, (iii) a brief description of the former Property securing the repayment
of each Purchase Money Note, unless such Purchase Money Note is an Unsecured
Purchase Money Note as noted in such Schedule, (iv) the purchase price or other
consideration payable for each former Property that has been transferred since
the Closing Date, (v) whether such former Property was, immediately prior to its
transfer, also a Project, (vi) the aggregate outstanding principal amount due
under all Unsecured Purchase Money Notes and (vii) such other information as is
necessary in order to establish compliance with Section 8.1 of the Loan
Agreement.

     The aggregate outstanding principal amount of the Loans and the LC Exposure
as of the date hereof is equal to or less than the lower of (i) the effective
Commitments of the Lenders, and (ii) the applicable Borrowing Base, in each
case, as of the date hereof.

     The Lenders, the Administrative Agent and the Issuing Bank and their
respective successors and assigns may rely on the truth and accuracy of the
foregoing in connection with the extensions of credit to the Borrower pursuant
to the Loan Agreement.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      D-2
<PAGE>



     IN WITNESS WHEREOF, the Borrower has caused this Compliance Certificate to
be duly executed by its duly authorized Chief Financial Officer this ___ day of
____________, 200_.

                                    CT OPERATING PARTNERSHIP, L.P.

                                    By:  Center Trust, Inc., general partner

                                    By:
                                       -------------------------------
                                    Name:
                                    Title:  Chief Financial Officer



                                      D-3
<PAGE>


                                                                       EXHIBIT E

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Morrison & Foerster LLP
1290  Avenue of the Americas

New York, NY  10104
Att: Mark S. Edelstein, Esq.

                         SUBORDINATION, NON-DISTURBANCE
                            AND ATTORNMENT AGREEMENT
                            ------------------------
                                     (Lease)

     THIS AGREEMENT made the _________ day of _______________, 200_, between
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Administrative
Agent, having an office at 125 Park Avenue, 10th Floor, New York, New York 10017
(the "Mortgagee"), and ________________________________________ having an office
at _____________________________,________, __________ (the "Tenant");

                              W I T N E S S E T H:

     WHEREAS the Mortgagee is the present owner and holder of a certain
mortgage, mortgages, deed of trust or deeds of trust (the "Mortgage")
encumbering the premises located in the County of ___________, City and State of
__________, ____, known as __________________________ (the "Premises") which
Premises are more fully described in the attached Exhibit A;

     WHEREAS the Tenant is the holder of a leasehold estate in a portion of the
Premises under and pursuant to the provisions of a certain lease dated
___________________________ by and between_____________________________
________________________________________________________ (the "Lease"); and

     WHEREAS the Tenant has agreed to subordinate the Lease to the Mortgage and
to the lien thereof and the Mortgagee has agreed to grant non-disturbance to the
Tenant under the Lease on the terms and conditions hereinafter set forth;

     NOW THEREFORE, in consideration of good and valuable consideration, the
receipt of which is hereby acknowledged, the Mortgagee and the Tenant hereby
covenant and agree as follows:

     1. The Tenant agrees that the Lease and all of the terms, covenants and
provisions thereof and all rights, remedies and options of the Tenant thereunder
are and shall at all times continue to be subject and subordinate in all
respects to the Mortgage and all of the



                                      E-1
<PAGE>

terms, covenants and provisions thereof and to the lien thereof and to any and
all increases, renewals, modifications, spreaders, consolidations, replacements
and extensions thereof, and to any and all sums secured thereby, with the same
force and effect as if the Mortgage had been executed, delivered and recorded
prior to the execution and delivery of the Lease.

     2. The Mortgagee agrees that if any action or proceeding is commenced by
the Mortgagee to foreclose the Mortgage or to sell the Premises, the Tenant
shall not be named as a party in any such action nor shall the Tenant be named a
party in connection with any sale of the Premises, provided that at the time of
the commencement of any such action or proceeding or at the time of any such
sale (i) the term of the Lease shall have commenced pursuant to the provisions
thereof, (ii) the Tenant shall be in possession of the premises demised under
the Lease, (iii) the Lease shall be in full force and effect, and (iv) the
Tenant shall not be in default under any of the terms, covenants or conditions
of the Lease or of this Agreement on the part of the Tenant to be observed or
performed thereunder or hereunder, unless applicable law requires the Tenant to
be made a party thereto as a condition to proceeding against the Landlord or
protecting such rights and remedies. In the latter case, the Mortgagee may join
the Tenant as a defendant in such action only for such purposes and not to
terminate the Lease.

     3. The Tenant agrees that if the Mortgagee or any successors in interest to
the Mortgagee shall become the owner of the Premises by reason of the
foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of
foreclosure or otherwise, the Lease shall not be terminated or affected thereby
but shall continue in full force and effect as a direct lease between the
Mortgagee and the Tenant upon all of the terms, covenants and conditions set
forth in the Lease and in that event the Tenant agrees to attorn to the
Mortgagee and the Mortgagee agrees to accept such attornment, provided, however,
that the provisions of the Mortgage shall govern with respect to the disposition
of any casualty insurance proceeds or condemnation awards and the Mortgagee
shall not be (i) obligated to complete any construction work required to be done
by the Landlord (as hereinafter defined) pursuant to the provisions of the Lease
or to reimburse the Tenant for any construction work done by the Tenant, (ii)
liable for any accrued obligation of the Landlord, or for any act or omission of
the Landlord, whether prior to or after such foreclosure or sale, (iii) liable
under any indemnity provision of whatever nature contained in the Lease,
including, but not limited to, any environmental indemnification, (iv) required
to make any repairs to the Premises and/or to the premises demised under the
Lease as a result of fire or other casualty or by reason of condemnation, (v)
required to make any capital improvements to the Premises and/or to the premises
demised under the Lease which the Landlord may have agreed to make, but had not
completed, or to perform or provide any services not related to possession or
quiet enjoyment of the premises demised under the Lease, (vi) subject to any
offsets, claims or counterclaims which shall have accrued to the Tenant against
the Landlord prior to the date on which the Mortgagee or its successor in
interest shall become the owner of the Premises or, (vii) liable for any
security deposit or other monies not actually received by the Mortgagee.

     4. The Tenant shall not, without the prior written consent of the Mortgagee
(i) enter into any agreement amending, modifying or terminating the Lease, (ii)
prepay any of the rents, additional rents or other sums due under the Lease for
more than one (1) month in advance



                                      E-2
<PAGE>

of the due date thereof, (iii) voluntarily surrender the premises demised under
the Lease or terminate the Lease without cause or shorten the term thereof, or
(iv) assign the Lease or sublet the premises demised under the Lease or any part
thereof; and any such amendment, modification, termination, prepayment,
voluntary surrender, assignment or subletting, without the prior written consent
of the Mortgagee shall not be binding on the Mortgagee.

     5. The Tenant hereby represents and warrants to the Mortgagee that as of
the date hereof (i) the Tenant is the owner and holder of the tenant's interest
under the Lease, (ii) a true and complete copy of the Lease is annexed hereto
and made a part hereof as Exhibit A and the Lease has not been modified or
amended, (iii) the Lease is in full force and effect and the term thereof
commenced on ____________________________, pursuant to the provisions thereof,
(iv) the premises demised under the Lease have been completed and the Tenant has
taken possession of the same on a rent paying basis, (v) neither the Tenant nor
the Landlord is in default under any of the terms, covenants or provisions of
the Lease and the Tenant to the best of its knowledge knows of no event which
but for the passage of time or the giving of notice or both would constitute an
event of default by the Tenant or the Landlord under the Lease, (vi) neither the
Tenant nor the Landlord has commenced any action or given or received any notice
for the purpose of terminating the Lease, (vii) all rents, additional rents and
other sums due and payable under the Lease have been paid in full and no rents,
additional rents or other sums payable under the Lease have been paid for more
than one (1) month in advance of the due dates thereof, (viii) there are no
offsets or defenses to the payment of the rents, additional rents, or other sums
payable under the Lease and (ix) Tenant has received no notice of a prior
assignment, hypothecation or pledge of the Lease or the rents, income, deposits
or profits arising thereunder, except in favor of The Chase Manhattan Bank, as
agent.

     6. The Tenant shall notify the Mortgagee of any default by the Landlord
under the Lease or any other circumstance which would entitle the Tenant to
cancel or terminate the Lease or abate the rents, additional rents or other sums
payable thereunder, and agrees that, notwithstanding any provisions of the Lease
to the contrary, no notice of cancellation, termination or abatement thereof
shall be effective unless the Mortgagee shall have received notice of the
default or other circumstance giving rise to such cancellation, termination or
abatement and shall have failed within sixty (60) days after receipt of such
notice to cure such default or remedy such circumstance, or if such default
cannot be cured within sixty (60) days, shall have failed within sixty (60) days
after receipt of such notice to commence and to thereafter diligently pursue any
action necessary to cure such default or remedy such circumstance, as the case
may be.

     7. Anything herein or in the Lease to the contrary notwithstanding, in the
event that the Mortgagee shall acquire title to the Premises, or shall otherwise
become liable for any obligations of the Landlord under the Lease, the Mortgagee
shall have no obligation, nor incur any liability, beyond the Mortgagee's then
interest, if any, in the Premises and the Tenant shall look exclusively to such
interest of the Mortgagee, if any, in the Premises for the payment and discharge
of any obligations imposed upon the Mortgagee hereunder or under the Lease and
the Mortgagee is hereby released or relieved of any other liability hereunder
and under the Lease. The Tenant agrees that with respect to any money judgment
which may be obtained or secured




                                      E-3
<PAGE>

by the Tenant against the Mortgagee, the Tenant shall look solely to the estate
or interest owned by the Mortgagee in the Premises and the Tenant will not
collect or attempt to collect any such judgment out of any other assets of the
Mortgagee.

     8. Tenant shall neither suffer not itself manufacture, store, handle,
transport, dispose of, spill, leak or dump any toxic or hazardous waste, waste
products or substance (as they may be defined in any federal or state statute,
rule or regulation pertaining to or governing such wastes, waste products or
substances) on the Premises at any time during the term, or extended term, of
the Lease, except as are used in the ordinary course of Tenant's business as
conducted on the Premises and in full compliance with environmental laws.

     9. In connection with the assignment to Mortgagee pursuant to the Mortgage
and/or the loan documents referred to therein of Landlord's interest in the
Lease, Tenant agrees that after receipt of written notice from Mortgagee that
Mortgagee is exercising its right under such assignment to have all rents and
other sums due under the Lease paid directly to Mortgagee, Tenant shall pay to
Mortgagee all rent and other sums due to Landlord under the Lease. By its
signature below, the Landlord under the Lease hereby authorizes and directs
Tenant to so pay such rents and other sums due under the Lease directly to
Mortgagee and agrees that the Tenant shall be fully protected in doing so.

     10. Any notice, request, demand, statement, authorization, approval or
consent made hereunder shall be in writing and shall be sent by Federal Express,
or other reputable courier service, or by postage pre-paid registered or
certified mail, return receipt requested, and shall be deemed given when
received or refused (as indicated on the receipt) and addressed as follows:

               If to the Mortgagee:

                      General Electric Capital Corporation
                      125 Park Avenue
                      New York, New York 10017

                      Attention:  Asset Manager - Center Trust

               With a copy to:

                      Morrison & Foerster LLP
                      1290 Avenue of the Americas
                      New York, New York 10104

                      Attention:  Mark S. Edelstein
                      Telephone:  (212) 468-8000
                      Facsimile:  (212) 468-7900

                                      E-4
<PAGE>

               If to the Tenant:

                      ___________________________
                      __________,_____ ___________
                      Attention: _________________


               WITH A COPY TO:

                      ___________________________
                      __________,_____ ___________
                      Attention: _________________

it being understood and agreed that each party will use reasonable efforts to
send copies of any notices to the addresses marked "With a copy to" hereinabove
set forth; provided, however, that failure to deliver such copy or copies shall
have no consequence whatsoever to the effectiveness of any notice made to the
Tenant or the Mortgagee. Each party may designate a change of address by notice
given, as hereinabove provided, to the other party, at least fifteen (15) days
prior to the date such change of address is to become effective.

     11. This Agreement shall be binding upon and inure to the benefit of the
Mortgagee and the Tenant and their respective successors and assigns.

     12. The term "Mortgagee" as used herein shall include the successors and
assigns of the Mortgagee and any person, party or entity which shall become the
owner of the Premises by reason of a foreclosure of the Mortgage or the
acceptance of a deed or assignment in lieu of foreclosure or otherwise. The term
"Landlord" as used herein shall mean and include the present landlord under the
Lease and such landlord's predecessors and successors in interest under the
Lease. The term "Premises" as used herein shall mean the Premises, the
improvements now or hereafter located thereon and the estates therein encumbered
by the Mortgage.

     13. This Agreement may not be modified in any manner or terminated except
by an instrument in writing executed by the parties hereto.

     14. This Agreement shall be governed by and construed under the laws of the
State in which the Premises are located.





                                      E-5
<PAGE>



     IN WITNESS WHEREOF, the Mortgagee and the Tenant have duly executed this
Agreement as of the date first above written.

                                       GENERAL ELECTRIC CAPITAL CORPORATION, AS
                                       ADMINISTRATIVE AGENT

                                       By:
                                          ------------------------------------
                                                     Vice President


                                       Tenant:

                                       By:
                                          ------------------------------------

                                          Name:
                                               -------------------------------
                                          Title:
                                               -------------------------------

Agreed to:

CT OPERATING PARTNERSHIP, L.P.

By:  Center Trust, Inc.,
        its general partner

     By:
        --------------------------
     Name:
          ------------------------
     Title:
           -----------------------



                                      E-6
<PAGE>



                                 ACKNOWLEDGMENT

STATE OF NEW YORK ____________ )
                               ) ss.:
COUNTY OF NEW YORK____________ )


     On the day of __________, 200_, before me, the undersigned, personally
appeared , personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.



                                      -----------------------------------------
                                      Signature and Office of individual taking
                                      acknowledgement



                                      E-7
<PAGE>


                            INDIVIDUAL ACKNOWLEDGMENT

STATE OF _______________)
                        ) ss.:
COUNTY OF ______________)



     On the day of _________, 200_, before me personally came
____________________, to me known and known to me to be the individual described
in and who executed the foregoing instrument and acknowledged to me that
[he/she] executed the same.


                                                --------------------------
                                                      Notary Public




                                      E-8
<PAGE>


                            CORPORATE ACKNOWLEDGMENT

STATE OF ___________________)
                            )ss.:
COUNTY OF __________________)


     On the __________ day of ______________________, 200_, before me personally
came _____________________________________________________________________, to
me known, who, being by me duly sworn, did depose and say that [he/she] resides
at _________________________________________________________________; that
[he/she] is _____________________________ of _________________________________,
the corporation described in and which executed the above instrument; and that
[he/she] signed [his/her] name thereto by authority of the Board of Directors of
said corporation.


                                        ----------------------------------
                                                 Notary Public



                                      E-9
<PAGE>


                                                                       EXHIBIT F

                     FORM OF CT OPERATING PARTNERSHIP, L.P.
                           DUE DILIGENCE REQUEST FORM



TO:
      -------------------------------
FROM:                                 TELEPHONE:
      -------------------------------            ---------------------

DATE:                                  FAX:
      -------------------------------       --------------------------

RE:
    -------------------------------------------------------------------

    -------------------------------------------------------------------

     Please order the following: an Appraisal, Environmental Reports, and the
Building Condition Survey based on the information presented below. Accurate and
full data will facilitate timely completion.

---------------------------------------------- ---------------------------------

1.      Inspection Contact                     Name:
                                                    --------------------------
                                               Telephone Number:
                                                                --------------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

2.      Property Name:
                       --------------------------------------------------------
               Address:
                       --------------------------------------------------------
               City:                        State             Zip Code
                       ------------------         -----------         --------
--------------------------------------------------------------------------------


                                      F-1
<PAGE>

--------------------------------------------------------------------------------

3.      Property Description    Office          Retail           Residential
                                Industrial      Hotel            Land
                                Other(Specify):
                                               -------------------------------
      Building Size (Sq. Ft./Units):
                                    ------------------------------------------
                  Number of Stories:
                                    ------------------------------------------
                          Land Area:
                                    ------------------------------------------
                Excess land, if any:
                                    ------------------------------------------

        Owner Occupied       Yes        Percent:             %      No
                                                  -----------

        Amount of space leased:            Sf.           %  # of tenants:
                                 ---------     ---------                 ------

        Amount of vacant space:            Sf.           %  # of spaces:
                                 ---------     ---------                 ------

        Year Built/Renovated/Age:
                                 -------------------------

        Tax Identification Number:
                                 -------------------------

                                 Block:                 Lot:
                                        ---------------      -----------------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
4.      Other Pertinent Issues:
                                -----------------------------------------------

-------------------------------------------------------------------------------

--------------------------------------------------------------------------------



                                      F-2
<PAGE>

--------------------------------------------------------------------------------

5.      INFORMATION ENCLOSED - THE FOLLOWING INFORMATION MUST BE PROVIDED, WHERE
        PERTINENT, AS INCOMPLETE DATA WILL CAUSE DELAYS:

        OPERATING HISTORY                   LEASES / ABSTRACTS

        CONSTRUCTION PLANS/SPECIFICATIONS   SURVEY/LEGAL DESCRIPTION

        BUDGETS (HARD & SOFT COST)          BUILDING PERMIT

        RENT ROLL                           CONTRACTS

        CONSTRUCTION PLANS/SPECS            EXISTING REAL ESTATE APPRAISALS

        EXISTING CONDITION SURVEY           EXISTING PHASE II & III DOCUMENTS

        EXISTING PHASE I ESA                SITE PLANS

        GROUND LEASE (IF APPLICABLE)        OTHER
                                                  ----------------------
--------------------------------------------------------------------------------

THE FOLLOWING SECTIONS ARE TO BE COMPLETED BY GECC.

Please order the following:

<TABLE>

<S>                                             <C>
(  )  Construction Loan Monitor                 (  ) Engage Environmental Consultant
(  )  Building Condition Survey (Full Report)   (  )  Environmental Report Update
(  )  Property Site Observation (Short Report)  (  )  Environmental Report Review
(  )  Review Plans/cost Estimate                (  )  Environmental Waiver
(  )  Advice/Consult (Please explain below)     (  )  Environmental Data Base Report
(  )  Insurable Value                           (  )  Appraisal
</TABLE>


--------------------------------------------------------------------------------

1.      LOAN #'S:                    REQUESTING COST CENTER:
                  -------------------                       -------------------

                                      COST CENTER TO BE BILLED:
                                                               ----------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

<TABLE>

<S>                                                 <C>
2.    Loan Purpose:
( )   New Loan                                      (  )  Monitoring Existing Loan
(X)   Additional Funds Requested for Existing Loan  (  )  Renewal
( )   Restructuring                                 (  )  Securing Additional Collateral
( )   Other                                         (  )  Workout/Possible Foreclosure
            ----------------------------

</TABLE>

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

3.     Mortgage Amount or Outstanding:
                                       -----------------------------
--------------------------------------------------------------------------------


                                      F-3
<PAGE>

--------------------------------------------------------------------------------
4.      ATTACHED IS THE FOLLOWING:

        Credit Surveillance Report

        Credit Committee Memo

        Facility Authorization

--------------------------------------------------------------------------------



                                      F-4
<PAGE>


                                                                       EXHIBIT G

                         CT OPERATING PARTNERSHIP, L.P.

                            3500 SEPULVEDA BOULEVARD

                        MANHATTAN BEACH, CALIFORNIA 90266

                               ________ ___, 200_


-------------------

-------------------

-------------------



        Re:  _____________________ (the "Shopping Center")

Gentlemen:

     Please be advised that the undersigned ("Landlord"), as landlord under your
lease of space at the Shopping Center (the "Lease"), hereby instructs you to
make all payments required to be made by you under the Lease (collectively, the
"Rents") from and after the date hereof to _________, ____________, _________
and to continue to pay Rents as aforesaid until you are notified otherwise in
writing by both General Electric Capital Corporation, as Administrative Agent
(together with its successors and assigns, the "Agent"), and Landlord. The
instructions set forth herein are irrevocable and are not subject to
modification in any manner, except jointly by Agent and Landlord as aforesaid.

        Except for the direction to pay rents contained herein, all other terms
and conditions of the Lease shall remain unmodified and in full force and
effect.

                                     Very truly yours,

                                     CT OPERATING PARTNERSHIP, L.P.

                                     By: Center Trust, Inc., its general partner

                                     By:
                                        ------------------------------
                                     Name:

                                     Title:



                                      G-1
<PAGE>


                                                                       EXHIBIT H

                                     FORM OF

                                BORROWING REQUEST

                                                        Date:
                                                              -----------------

General Electric Capital Corporation,
  as Administrative Agent
125 Park Avenue, 10th Floor
New York, NY 10017

Attention:  Asset Manager - Center Trust

                      Re:  CT Operating Partnership, L.P.

Ladies and Gentlemen:

     The undersigned, _____________________________, refers to the Third Amended
and Restated Loan Agreement, dated as of March ___, 2002, between CT Operating
Partnership, L.P. (the "Borrower"), as borrower, and General Electric Capital
Corporation, as administrative agent on behalf of itself and certain other
lenders signatory thereto (together with all amendments, modifications or
supplements thereto, the "Loan Agreement"). Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the Loan
Agreement. On behalf of the Borrower, I hereby give you notice, irrevocably,
pursuant to the Loan Agreement, that the undersigned hereby requests a Borrowing
under the Loan Agreement, and in that connection sets forth below the
information relating to such Borrowing as required by the Loan Agreement:

     The date of the requested Borrowing is ___________.

     The aggregate amount of the requested Borrowing is $___________

     The requested Borrowing is a [Alternate Base Rate/Eurodollar] Borrowing.

     [The Initial Interest Period applicable to the Borrowing is
______________.]

     The location and number of the Borrower's account to which funds are to be
disbursed is _______________________________________________.

     The Borrowing shall be used for the following purposes:

     The undersigned hereby certifies that the statements, requirements and
conditions contained in Schedule 2.1 of the Loan Agreement are true on the date
hereof, and will be true on



                                      H-1
<PAGE>

the date of the requested Borrowing, to the extent applicable, immediately
before and after giving effect thereto and to the application of the proceeds
therefrom [or, if not true, such exceptions are set forth in a schedule attached
hereto].

                                            Very truly yours,

                                            CT OPERATING PARTNERSHIP, L.P.

                                            By:  Center Trust, Inc.

                                            By:
                                                --------------------------
                                                Name:
                                                Title:



                                      H-2
<PAGE>


                                                                      SCHEDULE 1

                                   COMMITMENTS
<TABLE>
<CAPTION>


               LENDER                              COMMITMENT
               ------                              ----------
<S>                                                <C>
General Electric Capital Corporation               $100,000,000

Fleet National Bank                                $ 50,000,000
                                                   -------------
TOTAL:                                             $150,000,000

</TABLE>



<PAGE>





                                                                    SCHEDULE 2.1

                               ADVANCE CONDITIONS

     Part A - Initial Advance

     Part B - General Conditions

     PART A.  CONDITIONS TO INITIAL ADVANCE.
     ---------------------------------------

     The initial advance of the Loans and/or issuance of Letters of Credit shall
be subject to the Administrative Agent's and each Lender's receipt, review,
approval and/or confirmation of the following, at Borrower's cost and expense,
each in form and content satisfactory to the Administrative Agent and each
Lender in their sole discretion:

     1. The Loan Documents, executed by Borrower and, as applicable, each
Borrower Party.

     2. [RESERVED]

     3. An ALTA (or equivalent) mortgagee policy of title insurance in the
maximum amount of the Loans, with reinsurance and endorsements as the
Administrative Agent may require, containing no exceptions to title (printed or
otherwise) which are unacceptable to the Administrative Agent, and insuring that
the Mortgage is a first-priority Lien on the Project and related collateral.
Without limitation, such policy shall (a) be in the 1970 ALTA (as amended 84)
form or, if not available, ALTA 1992 form (deleting arbitration and creditors'
rights, if permissible) or, if not available, the form commonly used in the
state where the property is located, insuring the Administrative Agent (on
behalf of the Lenders) or any and its successors and assigns; and (b) include
the following endorsements and/or affirmative coverages: (1) ALTA 9
Comprehensive, (2) Survey, (3) ALTA 3.1 Zoning (with additional coverage for
number and type of parking spaces), (4) Usury, (5) Doing Business, (6) Access,
(7) Separate Tax Lot, (8) Environmental Protection Lien, (9) Subdivision, (10)
Contiguity, (11) Tax Deed (as applicable), (12) Mortgage Recording Tax (as
applicable), (13) First Loss, (14) GAP Coverage, (15) Lost Dollar, (16) Legal
Same as Survey, (17) Tie-In, (18) Variable Rate, (19) Revolving Credit and (20)
Waiver of Arbitration.

     4. All documents evidencing the formation, organization, valid existence,
good standing, and due authorization of and for Borrower and each Borrower Party
for the execution, delivery, and performance of the Loan Documents by Borrower
and each Borrower Party.

     5. Legal opinions issued by counsel for Borrower and each Borrower Party,
opining as to the due organization, valid existence and good standing of
Borrower and each Borrower Party, and the due authorization, execution,
delivery, enforceability and validity of the Loan Documents with respect to,
Borrower and each Borrower Party; that the Loans, as reflected in the Loan
Documents, are not usurious; to the extent that the Administrative Agent is not
otherwise satisfied, that each Project and its use is in full compliance with
all legal requirements; and as to such other matters as the Administrative Agent
and the Administrative Agent's counsel reasonably may specify.


                               Schedule 2.1 - 1
<PAGE>


     6. Current Uniform Commercial Code searches, and litigation, bankruptcy and
judgment reports as requested by the Administrative Agent, with respect to
Borrower and the Borrower Parties.

     7. Evidence of insurance as required by this Agreement, and conforming in
all respects to the requirements of the Administrative Agent.

     8. A current "as-built" survey of each Project, dated or updated to a date
not earlier than thirty (30) days prior to the date hereof, certified to the
Administrative Agent (on behalf of the Lenders) and the issuer of the title
insurance, prepared by a licensed surveyor acceptable to the Administrative
Agent and the issuer of the title insurance, and conforming to the
Administrative Agent's current standard survey requirements, which may include
certification to additional participants, co-lenders and/or investors in a
Secondary Market Transaction. Without limitation, the minimum requirements for
the survey shall be as set forth in the 1997 Minimum Standard Detail
Requirements for ALTA/ACSM Land Title Surveys, "Urban Survey" classification,
with the following additional items from Table A, "Optional Survey
Responsibilities and Specifications": "2" (vicinity map showing nearby highway
or major intersection), "3" (flood zone designation), "4" (land area), "6"
(setbacks, height and bulk restrictions), "8" (other visible improvements), "9"
(parking areas), "10" (access to public way, driveway and curb cuts), "11"
(utilities), and "13" (other significant observations).

     9. A current engineering report or architect's certificate with respect to
the Project, covering, among other matters, inspection of heating and cooling
systems, roof and structural details, showing no failure of compliance with
building plans and specifications, applicable legal requirements (including
requirements of the Americans with Disabilities Act) and fire, safety and health
standards and reviewing and approving, among other matters, soil tests, plans
and specifications (including heating, ventilation and cooling systems, roof and
structural details, mechanical and electrical systems), and compliance with
local, state or federal laws, regulations, codes, etc., and containing a
declaration satisfactory to the Administrative Agent that there will be no
asbestos in the Project. The engineer/architect preparing such report or
certificate must be satisfied that the Project is in compliance with fire,
safety and health standards which such engineer/architect deems reasonable, in
addition to standards imposed by law, regulation or codes. As requested by the
Administrative Agent, such report shall also include an assessment of the
Project's tolerance for earthquake and seismic activity.

     10. A current Site Assessment.

     11. All appraisals, environmental reports, building condition reports and
Site Assessments delivered to Lender prior to the execution of this Agreement
shall be certified to the Administrative Agent (on behalf of the Lenders and
their successors and assigns) without modification or change thereto in the form
reasonably requested by the Administrative Agent which may include certification
to additional participants, co-lenders and/or investors in a Secondary Market
Transaction.

     12. A current rent roll of each Project, certified by Borrower. Such rent
roll shall include the following information: (a) tenant names; (b) unit/suite
numbers; (c) area of each demised premises and total area of the Project (stated
in net rentable square feet); (d) rental rate



                                Schedule 2.1 - 2
<PAGE>

(including escalations) (stated in gross amount and in amount per net rentable
square foot per year); (e) lease term (commencement, expiration and renewal
options); and (f) security deposit. In addition, Borrower shall provide the
Administrative Agent with a copy of the standard lease form to be used by
Borrower in leasing space in the Project, and, at the Administrative Agent's
request, true and correct copies of all leases of the Project.

     13. A copy of the management agreement for each Project, certified by
Borrower as being true, correct and complete.

     14. Evidence that (a) the Project and the operation thereof comply with all
legal requirements, including that all requisite certificates of occupancy,
building permits, and other licenses, certificates, approvals or consents
required by any governmental authority have been issued without variance or
condition, (b) following any casualty, the improvements which form a part of the
Project may be reconstructed and the current use thereof restored, and (c) that
there is no litigation, action, citation, injunctive proceedings, or like matter
pending or threatened with respect to the validity of such matters. At the
Administrative Agent's request, Borrower shall furnish the Administrative Agent
with a zoning endorsement to the Administrative Agent's title insurance policy,
zoning letters from applicable municipal agencies, and utility letters from
applicable service providers.

     15. No change shall have occurred in the financial condition of Borrower or
any Borrower Party or in the Net Operating Income of the Borrower, or in the
financial condition of any major or anchor tenant, which would have, in the
Administrative Agent's or any Lender's judgment, a material adverse effect on
the Projects taken as a whole or on Borrower's or any Borrower Party's ability
to repay the Loans or otherwise perform its obligations under the Loan
Documents. Further, there shall not exist any material default by Borrower or
any principal in Borrower (or any entity owned or controlled by any of them)
under any loan, financing or similar arrangement with any Lender.

     16. No condemnation or adverse zoning or usage change proceeding shall have
occurred or shall have been threatened against the Project; the Project shall
not have suffered any significant damage by fire or other casualty which has not
been repaired; no structural change to the Project shall have occurred or to any
of the Improvements thereon; no law, regulation, ordinance, moratorium,
injunctive proceeding, restriction, litigation, action, citation or similar
proceeding or matter shall have been enacted, adopted, or threatened by any
third party or governmental authority, which would have, in the Administrative
Agent's or any Lender's judgment, a material adverse effect on Borrower, any
Borrower Party or the Projects taken as a whole.

     17. [RESERVED]

     18. [RESERVED]

     19 [RESERVED]

     20. The Administrative Agent shall have received (i) a Borrowing Base
Certificate, dated the date hereof and signed by a Responsible Officer, together
with copies of the Eligible Project Documents in respect of each of the Eligible
Projects shown listed thereon to the extent


                                Schedule 2.1 - 3
<PAGE>

not previously delivered, and (ii) a Compliance Certificate, dated the Closing
Date and signed by a Responsible Officer, in each case reasonably satisfactory
to the Administrative Agent.

     21. The Administrative Agent shall have received Mortgage Documents in
respect of each of the Projects including, without limitation, the payments
specified in clause (g) of the definition of Mortgaged Documents.

     22. All fees and commissions, if any, payable to real estate brokers,
mortgage brokers, or any other brokers or agents in connection with the Loans or
the acquisition of the Projects have been paid, such evidence to be accompanied
by any waivers or indemnifications deemed necessary by the Administrative Agent.

     23. Payment of the Administrative Agent's reasonable costs and expenses in
underwriting, documenting, and closing the transaction, including reasonable
fees and expenses of the Administrative Agent's inspecting engineers,
consultants, and outside counsel.

     24. Estoppel certificates and Subordination and Attornment Agreements from
tenants, as requested by the Administrative Agent.

     25. As requested by Administrative Agent, service contracts, warranties,
licenses and permits, applicable to the operation or use of each Project.

     26. [RESERVED]

     27. Such other documents or items as the Administrative Agent or its
counsel reasonably may require.

     28. The representations and warranties contained in this Loan Agreement and
in all other Loan Documents are true and correct in all material respects.

     29. No Potential Default or Event of Default shall have occurred or exist.

     The parties hereto acknowledge that an initial advance of the Loans has
previously been made by the Lenders under the Original Loan Agreement and that
Borrower shall not be required to re-satisfy the conditions set forth in this
Part A (other than items 3, 4, 5 and 23 and, in the case of item 5, solely to
the extent of (i) the due organization, valid existence and good standing of
Borrower and each Borrower Party, (ii) the due authorization, execution,
delivery, enforceability and validity of the Loan Documents being executed on
the Closing Date, (iii) the creation and perfection of security interests
granted under the Cash Collateral Account Agreement and (iv) such other matters
as the Administrative Agent and its counsel may reasonably request) solely as a
result of the execution and delivery of this Agreement.

     PART B. GENERAL CONDITIONS

     Each advance of the Loans and each issuance, amendment, renewal or
extension of a Letter of Credit following the initial advance and/or issuance
shall be subject to the Administrative Agent's receipt, review, approval and/or
confirmation of the following, each in form and content satisfactory to the
Administrative Agent in its sole discretion:


                                Schedule 2.1 - 4
<PAGE>

     1. There shall exist no Potential Default or Event of Default (currently
and after giving effect to the requested advance) on and as of the date of the
Borrowing or the date of the issuance, amendment, renewal or extension of a
Letter of Credit, as applicable.

     2. The representations and warranties contained in this Loan Agreement and
in all other Loan Documents are true and correct in all material respects on and
as of the date of the Borrowing or the date of the issuance, amendment, renewal
or extension of a Letter of Credit, as applicable.

     3. Borrower has not received written notice from the Majority Lenders that
an event has occurred since the date of this Agreement which has had, and
continues to have, or is reasonable likely to have, a Material Adverse Effect.

     4. The making of such Loan or the issuance, amendment, renewal or extension
of such Letter of Credit, as applicable, on such date does not violate any
requirement of law and is not enjoined, temporarily, preliminary or permanently.

     5. The Administrative Agent shall have received a Borrowing Base
Certificate, dated as of the date of the proposed Borrowing and signed by
Responsible Officer, reasonably satisfactory to the Administrative Agent,
together with (to the extent not previously delivered) copies of the Eligible
Project Documents in respect of each Eligible Project listed thereon.

     6. In the event that such Loan is to be made or such Letter of Credit is to
be issued, amended, renewed or extended, the Administrative Agent shall have
received Mortgage Documents in respect of each of the Projects included for
purposes of the Borrowing Base, including, without limitation, the payments
specified in clause (g) of the definition of Mortgaged Documents.

     7. Such advance and/or the reimbursement obligation with respect to any LC
Disbursement, as applicable, shall be secured by the Loan Documents, subject
only to those exceptions to title reasonably approved by the Administrative
Agent at the time of initial closing, as evidenced by title insurance
endorsements reasonably satisfactory to the Administrative Agent.

     8. Borrower shall have paid the Administrative Agent's reasonable costs and
expenses then due and payable in connection with such advance and/or issuance,
amendment, renewal or extension (including title charges, and reasonable costs
and expenses of the Administrative Agent's inspecting engineer and attorneys).

     9. No Project shall have suffered any damage by fire or other casualty
which has not been repaired or is not being restored in accordance with this
Agreement; no law, regulation, ordinance, moratorium, injunctive proceeding,
restriction, litigation, action, citation or similar proceeding or matter shall
have been enacted, adopted, or threatened by any governmental authority, which
would have, in the Administrative Agent's judgment, a material adverse effect on
the Projects as a whole or Borrower's or any Borrower Party's ability to perform
its obligations under the Loan Documents.



                                Schedule 2.1 - 5
<PAGE>

     11. No default shall exist on the part of the Borrower or the Company under
any of the Lazard Agreements.



                                Schedule 2.1 - 6
<PAGE>

                                                                   SCHEDULE 2.12


                                INITIAL PROJECTS

      NO.             PROJECT                  ADDRESS


       1        Smitty's Tucson/Sunrise        7151-7219 East Speedway
                Place                          Boulevard
                                               Tucson, AZ 85710

       2        Media City Center              201 East Magnolia
                                               Boulevard
                                               Burbank, CA 91501

       3        Rheem Valley                   370-388 Park Street
                Shopping Center                400 Center to 580 Rheem Blvd.
                                               Moraga, CA 94556

       4        Medford Center                 639 Medford Center
                                               Medford, OR 97504

       5        Frontier Village              511-906 Highway A
                Shopping Center               Lake Stevens, WA  98258

       6        Southern Palms Center         NWC Southern Avenue &
                                              McClintock
                                              Tempe, AZ  85282

       7        Rosedale Village              2556-2765 Calloway Drive
                                              Bakersfield, CA  93312

       8        Wal-Mart at Baldwin           4010 South Crenshaw Boulevard
                Hills Mall                    Los Angeles, CA  90081


                                Schedule 2.12 - 1
<PAGE>

                                                                SCHEDULE 6.1 (1)


                           ORGANIZATIONAL INFORMATION

        (i)    See Schedule 6.1(2)

        (ii)   See Schedule 6.1(2)

        (iii)  CT Operating Partnership, L.P.
               199333400013

               Center Trust, Inc.
               D 03737632

        (iv)   See Schedule 6.1(2)

        (v)    3500 Sepulveda Boulevard
               Manhattan Beach, CA  90266
               and see Schedule 2.12



                                Schedule 6.1(1) - 1
<PAGE>



                                                                 SCHEDULE 6.1(2)



                              ORGANIZATIONAL CHART











                               Schedule 6.1(2) - 1


<PAGE>




                                                                 SCHEDULE 6.3(3)


                                  INDEBTEDNESS









                               Schedule 6.3(3) - 1

<PAGE>




                                                                    SCHEDULE 6.7

                            PRIOR PLACES OF BUSINESS


                                      None




                                Schedule 6.7 - 1

<PAGE>



                                                                SCHEDULE 6.13(1)


                                OWNED PROPERTIES






                              Schedule 6.13(1) - 1

<PAGE>


                                                                SCHEDULE 6.13(2)



                                LEASED PROPERTIES




                              Schedule 6.13(1) - 2

<PAGE>





                                                                   SCHEDULE 6.14

                                Property Managers

1. Management Agreement, dated June 29, 1998, by and between LK Management,
Ltd., an Arizona corporation, and Borrower. (Sunrise Place, Arizona)

2. Real Estate Management Agreement, dated October 1, 2000, between General
Growth Management, Inc. and Borrower. (Media City Center)

3. Real Estate Management Agreement, dated October 1, 2000, between General
Growth Management, Inc. and Borrower. (Baldwin Hills Mall and Wal-Mart at
Baldwin Hills Mall)

4. Real Estate Management Agreement, dated May 7, 1999, between CB Richard
Ellis, Inc. and Borrower. (Southern Palms)




                                Schedule 6.14 - 1





<PAGE>


                              LIST OF DEFINED TERMS


<TABLE>
<CAPTION>
                                                                                       Page No.
                                                                                       --------

<S>                                                                                   <C>
ABR Limitation...............................................................................2
Additional Costs.............................................................................2
Additional Lockbox Account...................................................................2
Additional Lockbox Account Documents.........................................................2
Additional Lockbox Bank......................................................................2
Adjusted Libor Rate..........................................................................2
Adjusted Net Operating Income................................................................2
Administrative Agent.........................................................................1
Advance Date.................................................................................2
Affiliate....................................................................................3
Agency.......................................................................................3
Agency Notes.................................................................................3
Agreement.................................................................................1, 3
Alternate Base Rate..........................................................................3
Alternate Base Rate Loans....................................................................3
Applicable Lending Office....................................................................3
Applicable Margin............................................................................4
Applicable Percentage........................................................................4
Appraisal Value..............................................................................4
Appraised....................................................................................4
Assignment and Acceptance....................................................................4
Assignment of Rents and Leases...............................................................4
Availability Credit..........................................................................4
Availability Period..........................................................................4
Bankruptcy Party............................................................................79
Basle Accord.................................................................................4
Borrower.....................................................................................1
Borrower Account.........................................................................5, 56
Borrower Party...............................................................................5
Borrower's Investment".......................................................................5
Borrowing....................................................................................5
Borrowing Base...............................................................................5
Borrowing Base Certificate...................................................................5
Borrowing Base Imbalance.....................................................................6
Borrowing Request............................................................................6
Business Day.................................................................................6
Capital Expenditure Reserve Amount...........................................................6
Capital Expenditures.........................................................................6
Cash and Cash Equivalents....................................................................6
Cash Collateral Account Agreement............................................................6
Cash Management Account..................................................................7, 57
Cash on Cash Return..........................................................................7
Change in Control............................................................................7
</TABLE>



                                       i



<PAGE>


<TABLE>

<S>                                                                                    <C>
Closing Date.................................................................................7
Code.........................................................................................7
Collateral...................................................................................7
Commitment...................................................................................7
Company......................................................................................7
Compliance Certificate.......................................................................7
Consolidated Businesses......................................................................8
Continue.....................................................................................9
Contract Rate................................................................................9
Convert......................................................................................9
Credit Exposure..............................................................................9
Debt Service.................................................................................9
Debt Service Coverage........................................................................9
Default Rate.................................................................................9
Dollars......................................................................................9
EBITDA.......................................................................................9
Eligible Project Documents...................................................................9
Eligible Projects...........................................................................10
Environmental Claim.........................................................................11
Environmental Indemnity.....................................................................11
Environmental Laws..........................................................................11
Environmental Liabilities and Costs.........................................................11
Environmental Lien..........................................................................11
ERISA.......................................................................................12
ERISA Affiliate.............................................................................12
ERISA Event.................................................................................12
Eurodollar Loans............................................................................12
Event of Default............................................................................12
Extended Term...............................................................................12
Extension Conditions........................................................................12
Extension Notice............................................................................12
Federal Funds Rate..........................................................................13
Financial Officer...........................................................................13
Fixed Charges...............................................................................13
GAAP........................................................................................13
GECC.....................................................................................1, 13
Guarantee...................................................................................13
Guarantors..................................................................................14
Guaranty....................................................................................14
Hazardous Materials.........................................................................14
Hedging Agreement...........................................................................14
Indebtedness................................................................................14
Initial Term................................................................................15
Interest Election Request...................................................................15
Interest Period.............................................................................15
Interim Loan Agreement.......................................................................1

</TABLE>


                                       ii

<PAGE>

<TABLE>

<S>                                                                                   <C>
Investment Grade Rating.....................................................................15
Issuing Bank................................................................................15
Lazard Agreements...........................................................................15
LC Disbursement.............................................................................15
LC Exposure.................................................................................16
Lender.......................................................................................1
Lenders......................................................................................1
Letter of Credit............................................................................16
LFSRI.......................................................................................16
Libor Base Rate.............................................................................16
Lien........................................................................................16
Loan Documents..............................................................................16
Loans.......................................................................................16
Loan-to-Value Ratio.........................................................................17
Lockbox Accounts............................................................................56
Lockbox Agreements......................................................................17, 56
Lockbox Bank............................................................................17, 56
Majority Lenders............................................................................17
Management Agreements.......................................................................17
Managers....................................................................................17
Material Adverse Effect.....................................................................17
Material Indebtedness.......................................................................17
Maturity Date...............................................................................17
Moody's.....................................................................................18
Mortgage....................................................................................18
Mortgage Documents..........................................................................18
Multiemployer Plan..........................................................................19
Net Income (Loss)...........................................................................19
Net Offering Proceeds.......................................................................20
Net Operating Income........................................................................20
Notes.......................................................................................20
Obligations.................................................................................20
Original Loan Agreement......................................................................1
Participant.................................................................................20
Payor.......................................................................................20
PBGC........................................................................................20
Permitted Encumbrances......................................................................20
Permitted Investments.......................................................................21
Permitted Securities Options................................................................22
Person......................................................................................22
Plan........................................................................................22
PML.........................................................................................22
Potential Default...........................................................................22
Prepayment Date.............................................................................22
Prime Rate..................................................................................22
Project.....................................................................................22
</TABLE>



                                      iii
<PAGE>

<TABLE>

<S>                                                                                <C>
Project Release.........................................................................22, 39
Prometheus..................................................................................23
Property....................................................................................23
Proposed Lender.............................................................................23
Registration Rights Agreement...............................................................23
Regulation D................................................................................23
Regulatory Change...........................................................................23
REIT........................................................................................23
Related Parties.............................................................................23
Release.....................................................................................23
Released Project........................................................................23, 39
Remedial Action.............................................................................23
Requesting Lender...........................................................................24
Required Payment............................................................................24
Reserve Requirement.........................................................................24
Responsible Officer.........................................................................24
S&P.........................................................................................24
Secured Indebtedness........................................................................24
Securities..................................................................................24
Site Assessment.............................................................................24
State.......................................................................................24
Stock.......................................................................................25
Stock Equivalents...........................................................................25
Stockholders Agreement......................................................................25
Subordination and Attornment Agreements.....................................................25
Subordination of Management Agreements......................................................25
subsidiary..................................................................................25
Subsidiary..................................................................................25
Total Adjusted EBITDA.......................................................................25
Total Interest Expense......................................................................25
Total Outstanding Indebtedness..............................................................26
Total Value.................................................................................26
Type........................................................................................26
Unconsolidated Entity.......................................................................26
Underwritten Value..........................................................................26
Unencumbered................................................................................27
Unmatured Surviving Obligation..............................................................28
Wal-Mart Lease..............................................................................28
Withdrawal Liability........................................................................28

</TABLE>

                                       iv