*
    
    Portions of this exhibit have been omitted pursuant to a
request for confidential treatment and have been filed separately
with the Commission. LOAN APPLICATION AND COMMITMENT AGREEMENT
  Lender
 Re:
    
    TIAA Authorization #AAA-6907
Investment ID. #0006733
Property Name: Nashville Portfolio
Property Addresses: (various);
Nashville, Tennessee
  Applicant Loan Agreement Borrower
 1. LOAN TERMS :
 (a)
    
    Loan Amount: $31,250,000.(b)
    
    Interest Rate:
 Fixed Interest Rate
 i.e. Floating Interest Rate
 Initial Term
 Extension Terms Exhibit H-1 Term
 Repayment Terms




---



##### 



Optional Prepayment Exhibit A ;
 2. CLOSING, CLOSING DATE AND LOAN DISBURSEMENT
 Closing Date )  Closing ).
 3. SECURITY FOR LOAN :
 Improvements  Exhibit C , Exhibit C , ExhibitC Property ).
 4. LIMITATION OF LIABILITY :
 Exhibit G . Carve-Out Guaranty  Guarantor )
 5. ENVIRONMENTAL INDEMNITY
  Environmental Indemnity   Indemnitor )
 6. ACCUMULATIONS
  2




---



##### 



7. DEPOSITS, FEES AND EXPENSES :
   Application Fee )
  Consultant Fees ) Exhibit G)  Consultants Inspections and
Reports 
  Administrative Fee )
  Lender Legal
Fees ) Legal Fee Retainer
   Letter of Credit )  Additional Cash Deposit   Loan Deposit )
 3




---



##### 



8. ACCEPTANCE PROCEDURE :
  Acceptance 
 9. REPRESENTATIONS AND WARRANTIES BY BORROWER :
   4




---



##### 



 employee benefit plan  ( ERISA )  plan   Code )  plan assets 
  governmental plan 
  Anti-Terrorism Laws ),  Prohibited
Person  specially
designated national and blocked person   OFAC List )  Affiliate   control 
   10. REPRESENTATIONS AND WARRANTIES OF APPLICANT :
   5




---



##### 



 employee benefit plan   plan   plan assets 
  governmental plan 
    11. NOTICES, CONSENTS AND APPROVALS :
 Exhibit F .
 12. ADDITIONAL PROVISIONS
 Exhibits G and H .
 13. LENDERS APPROVAL :
  14. ASSIGNMENT :
  6




---



##### 



15. APPLICABLE LAW; JURISDICTION :
  16. AMENDMENTS:
    17. RETURN OF LOAN DEPOSIT AND EXCESS CONSULTANT FEES AND EXCESS LEGAL FEE RETAINER UPON CLOSING :
   Net Cash Deposit 
  7




---



##### 



18. TERMINATION :
 Section 18(b)  Liquidated Damages 
 Section 20(f) Section 18(a)
 19.
NOMINEE:
 provided
 8




---



##### 



20. MISCELLANEOUS:
       Material
Adverse Change 
  21. DEFINITIONS AND RULES OF CONSTRUCTION :
 Exhibits
 9




---



##### 



Exhibits
    Certificate   certified 
  free from bankruptcy 
  include ,  including 
 Law
  person 
  provisions 
 22. EXHIBITS :
 Exhibits
 Exhibit A
 Exhibit B
 Exhibit C
 Exhibit D
 Exhibit E
 Exhibit E-l
 Exhibit F
 Exhibit G
 Exhibits H-l
 10




---



##### 



23. COUNTERPARTS
  24. APPLICANTS AGREEMENT :
  HEALTHCARE REALTY TRUST INCORPORATED,
a Maryland corporation
3310 West End Avenue, Suite 700
Nashville, Tennessee 37203By:

/s/
Stephen E. Cox, JrName:
    Stephen E. Cox, JrTitle:
    Vice President
Applicants Taxpayer I.D. No: 62-1507028 25. CONFIRMATION OF FIXED INTEREST RATE :
   11




---



##### 



26. LENDERS ACCEPTANCE :
 th
 TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICABy:
    /s/ William A. LaneName:
    William A. LaneTitle:
    Director 12




---



##### 



EX. A  PREPAY
 EXHIBIT A
 PREPAYMENT PREMIUM; EVASION OF PREPAYMENT PREMIUM
 Prepayment Premium :
 Section 1(f)  Prepayment Percentage   Prepayment Date
Principal 
 Evasion of Prepayment Premium :
  Evasion of Prepayment
Premium 
 Defined Terms
  Discount
Rate 
  Default Discount Rate 
 A-1




---



##### 



 Discounted Value 
 NP
 n
 NP
    
    =
    
    Amount of Note Payment.R
    
    =
    
    Discount Rate or Default Discount Rate as the case may be.n
    
    =
    
    The number of months between the date of prepayment and the scheduled
date of the Note Payment in question rounded to the nearest integer.
  Note Payments 
 A-2




---



##### 



EX. B  LEASING
 EXHIBIT B
 PERMITTED FUTURE LEASING
 provided
   provided
   Debt Service Coverage   Net Operating Income 
 B-1




---



##### 



EX. C  PROPERTY
 EXHIBIT C
 DESCRIPTION OF PROPERTY
 Location
 Land :
 Improvements
 Title: Exhibit H .
 Personal Property :
 Additional Collateral : Exhibit H
 C-1




---



##### 



NASHVILLE
PORTFOLIO PROPERTY SUMMARY
 Number
    
    
    
    
    
    
    
    
    
    GroundYear Built/
    
    
    
    
    
    of
    
    Square
    
    Current
    
    Lease
    
    GL RenewalProperty
    
    Address
    
    City
    
    State
    
    Renovated
    
    Ownership
    
    Tenants
    
    Footage
    
    Occupancy
    
    Expiration
    
    OptionsSt Thomas Heart Institute
    
    4230 Harding Road
    
    Nashville
    
    TN
    
    
    2001
    
    
    Ground Lease
    
    
    6
    
    
    
    77,105
    
    
    
    *
    
    
    
    4/23/2054
    
    
    1 term of 25 yearsSt Thomas Medical Plaza East
    
    4230 Harding Road
    
    Nashville
    
    TN
    
    
    1989/2007
    
    
    Ground Lease
    
    
    32
    
    
    
    247,228
    
    
    
    *
    
    
    
    4/23/2054
    
    
    1 term of 25 yearsSt Thomas Medical Plaza West
    
    4230 Harding Road
    
    Nashville
    
    TN
    
    
    1976/2007
    
    
    Ground Lease
    
    
    28
    
    
    
    67,085
    
    
    
    *
    
    
    
    4/23/2054
    
    
    1 term of 25 yearsBaptist Mid-State
    
    2010 Church Street
    
    Nashville
    
    TN
    
    
    1958/2005
    
    
    Ground Lease
    
    
    35
    
    
    
    80,977
    
    
    
    *
    
    
    
    4/23/2054
    
    
    1 term of 25 yearsBaptist Medical Plaza I
    
    2011 Church Street
    
    Nashville
    
    TN
    
    
    1985/2005
    
    
    Ground Lease
    
    
    20
    
    
    
    188,536
    
    
    
    *
    
    
    
    4/23/2054
    
    
    1 term of 25 yearsBaptist Medical Plaza II
    
    2021 Church Street
    
    Nashville
    
    TN
    
    
    1988/2005
    
    
    Ground Lease
    
    
    22
    
    
    
    121,484
    
    
    
    *
    
    
    
    4/23/2054
    
    
    1 term of 25 yearsTotal 6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    712,415
    
    
    
    86.7
    %
 C-2




---



##### 



EX. D  LEASES
 EXHIBIT D
 SCHEDULE OF LEASES AND LEASING REQUIREMENTS
    D-1




---



##### 



Entity id
    
    Building
    
    Total
    
    Leased
    
    OccupancyStpb01
    
    St Thomas Heart
    
    
    77,105
    
    
    
    *
    
    
    
    *Stpb02
    
    St Thomas Plaza East
    
    
    247,228
    
    
    
    *
    
    
    
    *Stpb03
    
    St Thomas
Plaza West
    
    
    67,085
    
    
    
    *
    
    
    
    *Stpb04
    
    Baptist Mid-State
    
    
    80,977
    
    
    
    *
    
    
    
    *Stpb05
    
    Baptist
Plaza I
    
    
    118,536
    
    
    
    *
    
    
    
    *Stpb06
    
    Baptist Plaza II
    
    
    121,484
    
    
    
    *
    
    
    
    *Total
    
    
    
    
    712,415
    
    
    
    617,366
    
    
    
    86.7
    %
 D-2




---



##### 



Update on ExpiredLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    
    
    Base Year/
    
    
    
    
    
    Leases/LeasesLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Expense Stop
    
    Gross
    
    Expiring beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    

Escalations
    
    $ Amount
    
    Up
    
    10/31/09420
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *425
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *430
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *435
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *440
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *450
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *530
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *999
    (2)
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *330A
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *330B
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    
    
    
    
    *
    
    
    
    *Total Sq Ft (1)
    
    
    
    
    
    
    
    
    
    
    77,105Occupied Sq Ft (1)
    
    
    
    
    
    
    
    
    
    
    *Occupancy % (1)
    
    
    
    
    
    
    
    
    
    
    *
 
 (1)
    
    the 999 suites are included in total square footage and the occupied square footage(2)
    
    the 999 suites correct for any discrepancies in the total square footage
of the building and the deemed sqaure footage of the suites due to useable vs
rentable measurements, deemed vs actual common area factors, etc. D-3




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    

$
Amount
    
    Up
    
    10/31/09100
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *101
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *102
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *103
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *300
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *301
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *521
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *525
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *527
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *529
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *601
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *603
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *605
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *
 D-4




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    BeforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    

$
Amount
    
    Up
    
    10/31/09609
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *611
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *707
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *801
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *803
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *805
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *807
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *810
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *811
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *900
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *901
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *999 (2)
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *1000
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *200A
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *200B
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *200C
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
 D-5




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    

$
Amount
    
    Up
    
    10/31/09230A
    
    *
    
    *
    
    
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    *
    
    
    *230B
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    *
    
    
    *301B
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    *
    
    
    *400A
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *400C
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *Total Sq Ft (1)
    
    
    
    
    
    
    247,228Occupied Sq Ft (1)
    
    
    
    
    
    
    *Occupancy %(1)
    
    
    
    
    
    
    *
 
 (1)
    
    the 999 suites are included in total square footage and the occupied square footage(2)
    
    the 999 suites correct for any discrepancies in the total square footage of the
building and the deemed sqaure footage of the suites due to useable vs rentable
measurements, deemed vs actual common area factors, etc. D-6




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    
    $ Amount
    
    Up
    
    10/31/09101
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *103
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    
    
    *104
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *105
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *201
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *202
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *203
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *205
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *207
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *208
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *210
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *212
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *214
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *216
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
 D-7




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    
    $ Amount
    
    Up
    
    10/31/09302
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *303
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *307
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *400
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *501
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *503
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *507
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *999(2)
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *309A
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *G1
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    
    
    
    
    
    
    
    *G10
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *
 D-8




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    
    $ Amount
    
    Up
    
    10/31/09GI2
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *G4
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *G6
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *G7A
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *Total Sq Ft (1)
    
    
    
    
    
    
    67,085Occupied Sq Ft (1)
    
    
    
    
    
    
    *Occupancy %(1)
    
    
    
    
    
    
    *
 
 (1)
    
    the 999 suites are inlcuded in total square footage and the occupied square footage(2)
    
    the 999 suites correct for any discrepancies in the total square footage of the
building and the deemed sqaure footage of the suites due to useable vs rentable
measurements, deemed vs actual common area factors, etc. D-9




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    Expense
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    
    $ Amount
    
    Up
    
    10/31/09100
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    *
    
    *101
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *103
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *200
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *201
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    *
    
    
    *202
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *

    
    
    
    *203
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *204
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *205
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *207
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *303
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *305
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
 D-10




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    
    $ Amount
    
    Up
    
    10/31/09307
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    
    
    *310
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *
    
    
    
      *312
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *
    
    
    
      *314
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *
    
    
    
      *320
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *323
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *326
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *
    
    
    
      *409
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *410
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *420
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *
    
    
    
      *424
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *
    
    
    
      *503
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *
    
    
    
      *
    
    
    
    
    
    
    *506
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *
    
    
    
      *
    
    
    
    
    
    
    *508
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *513
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *514
    
    *
    
      *
    
    *
    
    
    *
    
    
    
      *
    
    
    
    
      *
    
    
    
    
      *
    
    
    
      *
 D-11




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    
    $ Amount
    
    Up
    
    10/31/09520
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    *521
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *526
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    
    
    *603
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *608
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *615
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *624
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    *626
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    *701
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    

    *

    
    *705
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    *710
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    *712
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    *720
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
   
    *
    
    *723
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    *728
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    
    *
 D-12




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    
    $ Amount
    
    Up
    
    10/31/09730
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    *732
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    *734
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    *736
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *
    
    
    *
    
    
    *
    
    
    
    
    *738
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *

    
    *999(2)
    
    *
    
    *
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    *

    
    *Total Sq Ft (1)
    
    
    
    
    
    
    80,977Occupied Sq Ft (1)
    
    
    
    
    
    
    *Occupancy % (1)
    
    
    
    
    
    
    *
 
 (1)
    
    the 999 suites are included in total square footage and the occupied square footage(2)
    
     the 999 suites correct for any discrepancies in the total square footage
of the building and the deemed sqaure footage of the suites due to useable vs
rentable measurements, deemed vs actual common area factors, etc.


D-13



---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    
    $ Amount
    
    Up
    
    10/31/09100
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *103
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *101
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *202
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *205
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *301
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *302
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *307
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *311
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *313
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *315
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *401
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *
    
    *403
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *
    
    *405
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *501
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *
    
    *503
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *505
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
 D-14




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    
    $ Amount
    
    Up
    
    10/31/09601
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *603
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *
    
    *605
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *701
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *703
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *801
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *805
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *999(2)
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *203A
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *203B
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *309B
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *
    
    
    
    
    
    *LL1
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *LL2
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *LL4
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *LL5
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *LL7
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *LL8
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
 D-15




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    
    $ Amount
    
    Up
    
    10/31/09UTI
    
    *
    
    *
    
    *
    
    
    *
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *Total Sq Ft (1)
    
    
    
    
    
    
    
    
    118,536Occupied Sq Ft (1)
    
    
    
    
    
    
    
    
    *Occupancy %(1)
    
    
    
    
    
    
    
    
    *
 
 (1)
    
    the 999 suites are included in total square footage and the occupied square footage(2)
    
    the 999 suites correct for any discrepancies in the total square footage
of the building and the deemed sqaure footage of the suites due to useable vs
rentable measurements, deemed vs actual common area factors, etc. D-16




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    

$
Amount
    
    Up
    
    10/31/09102
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *104
    

    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *200
    

    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *201
    

    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *300
    

    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *303
    

    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *305
    

    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *
    
    
    
    
    
    *308
    

    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *310
    

    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *312
    

    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *402
    

    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *
    
    *404
    

    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
 D-17




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    

$
Amount
    
    Up
    
    10/31/09406
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *
    
    *408
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *
    
    *410
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *502
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *504
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *
    
    *506
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *508
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *602
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *606
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *
    
    
    
    *608
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *
    
    *
    
    *610
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *704
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *
    
    *
    
    *800
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
    
    *804
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *806
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *999(2)
    
    *
    
    *
    
    *
    
    *
    
    *
    
    
    
    *
    
    *
 D-18




---



##### 



Update onExpiredLeases/Base Year/
    
    
    
    
    
    LeasesLease
    
    
    
    
    
    Annual
    
    Annual
    
    
    
    
    
    
    
    Expense
    
    
    
    
    
    ExpiringLease Start
    
    Expiration
    
    Leased
    
    Base Rent
    
    Other
    
    Expense
    
    Rent
    
    Stop
    
    Gross
    
    beforeSuite
    
    Tenant
    
    Date
    
    Date
    
    Sq. Ft.
    
    PSF
    
    Income
    
    Reimbursement
    
    Escalations
    

$
Amount
    
    Up
    
    10/31/09ATM
    
    *
    
    *
    
    *
    
    
    *
    
    
    *
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *LL3
    
    *
    
    *
    
    *
    
    
    *
    
    
    *
    
    
    
    *
    
    *
    
    *UTI
    
    *
    
    *
    
    *
    
    
    *
    
    
    *
    

    
    
    *
    
    *Total Sq Ft (1)
    
    
    
    
    
    
    
    
    121,484Occupied Sq Ft (1)
    
    
    
    
    
    
    
    
    *Occupancy %(1)
    
    
    
    
    
    
    
    
    *
 
 (1)
    
    the 999 suites are inlcuded in total square footage and the occupied square footage(2)
    
    the 999 suites correct for any discrepancies in the total square footage of the
building and the deemed sqaure footage of the suites due to useable vs rentable
measurements, deemed vs actual common area factors, etc. D-19




---



##### 



EX. E  COMPOSITION
 EXHIBIT E
 SPECIAL PURPOSE ENTITY REQUIREMENTS/BORROWERS COMPOSITION
   Single Purpose
Entity 
       E-1




---



##### 



provided
      E-2




---



##### 



provided
     E-3




---



##### 



provided
   Independent Manager  Exhibit E  control   affiliate 
   E-4




---



##### 



Exhibit E-1 Ownership Chart
 Section 24
  E-5




---



##### 



EX.
E-1OWNERSHIP CHART
 EXHIBIT
E-1
 OWNERSHIP
CHART
 E-1-1




---



##### 



[NAME OF BORROWER], a Delaware limited liability
companyBy:Title:  
 E-1-2




---



##### 



EX. F  NOTICE
 EXHIBIT F
 NOTICE
  Notices 
 If to Applicant or Borrower:
    
    Healthcare Realty 
Trust Incorporated 
3310 West End Avenue, Suite 700
Nashville, Tennessee 37203
Attn: James C. Douglaswith courtesy copies to:
    
    Healthcare Realty
Trust Incorporated
3310 West End Avenue, Suite 700
Nashville, Tennessee 37203
Attn: General CounselandBaker, Donelson, Bearman, Caldwell
& Berkowitz, P.C.
211 Commerce Street, Suite 1000
Nashville, Tennessee 37201
Attn: David J. WhiteIf to Lender:
    
    Teachers Insurance and Annuity
Association 
730 Third Avenue
New York, New York 10017
Attn: Director, Global Private
          Markets, Portfolio Management
TIAA Authorization #AAA-69Q7
Investment ID. #0006733with courtesy copies to:
    
    Teachers Insurance and Annuity
Association
730 Third Avenue
New York, New York 10017
Attn: Associate General Counsel and
          Director, Asset Management
Law 
TIAA Authorization #AAA-6907
Investment ID. #0006733
 F-1




---



##### 



andTeachers Insurance and AnnuityAssociation 8500 Andrew Carnegie
Boulevard Mailstop: 8500N-C2-07 Charlotte,
North Carolina 28262 Attn: Nicole Brovet
Cantu
 Exhibit F . Exhibit F
 F-2




---



##### 



EX. G  CLOSING CONDITIONS
 EXHIBIT G
 CLOSING CONDITIONS
   Exhibit D ,
  ExhibitC
    G-1




---



##### 



Exhibit C
 Exhibit G
     G-2




---



##### 



 REA Estoppel
Certificate 
 Exhibit D
  Loan Documents 
 Exhibit A ,
  G-3




---



##### 



Exhibit B ;
   Exhibit G , Exhibit E provided
 Exhibit G ;
 G-4




---



##### 



Exhibit E
         Exhibit H-6 ;
  G-5




---



##### 



Exhibit H-7 ;
 provided
 Exhibit E ,
    Appraisal   Appraiser 
  Engineering Report  Engineering Consultant 
  Environmental and Compliance
Report   Environmental Consultant 
  G-6




---



##### 



Exhibit G Exhibit G
 G-7




---



##### 



EX. H  ADDITIONAL PROVISIONS
 EXHIBIT H
 ADDITIONAL PROVISIONS
 Exhibit H-1 through H-10
 Index
 1.
    
    Extension Terms
    
    H-l2.
    
    Correspondent Authority and Fee Arrangement
    
    H-23.
    
    Cross Collateralization
    
    H-34.
    
    Ground Lease Terms
    
    H-45.
    
    Insurance Proceeds and Condemnation Awards
for Restoration  Conditions to Use
    
    H-56.
    
    Limitation of Liability
    
    H-67.
    
    Mortgage/Deed of Trust Provisions
    
    H-6A8.
    
    Lock-Box Requirements
    
    H-79.
    
    Allocated Loan Amounts
    
    H-810.
    
    Release Provisions  Partial Release
    
    H-911.
    
    Substitution of Collateral
    
    H-10
 H-1




---



##### 



EX. H-l  LOAN EXTENSION PROVISIONS
 EXHIBIT H  l
 EXTENSION TERMS
 First Extension : th rd  First Extension 
 Second Extension : th th  Second Extension 
 Exhibit A
  H-1-1




---



##### 



EX. H-2  CORRESPONDENT
 EXHIBIT H  2
 CORRESPONDENT AUTHORITY AND FEE ARRANGEMENT
 Correspondent
  H-2-1




---



##### 



EX. H-3  CROSS COLLATERALIZATION
 EXHIBIT H  3
 CROSS COLLATERALIZATION
 Exhibit H-4
 H-3-1




---



##### 



EX. H-4  GROUND LEASE TERMS
 EXHIBIT H  4
 GROUND LEASE TERMS
 Ground Leases
 Exhibit H-4
 Ground Lessor Agreements with Lender :
 provided
 H-4-1




---



##### 



GROUND LEASE SCHEDULE
 
 Ground Lease:
    
    Ground Lease (the Lease) between Seton Corporation (the Lessor) and HRT of
Tennessee, Inc. (the Lessee), dated April 23, 2004
  Lease Provision
    
    SummaryPremises
    
    Baptist Hospital (Mid-State Medical Center Office Building;
consisting of Units 2 & 3, according to Master Deed for
Baptist Hospital)Expiration Date
    
    April 22, 2054Renewals
    
    One twenty-five year Renewal PeriodAnnual Fixed Rent
    
    *Renewal Fixed Rent
    
    *Additional Rent
    
    *Contingent Rent
    
    *Title to
Improvements
    
    Lessee owns Improvements, subject to reversionary interest of
Lessor.Transfer of
Leasehold Interest
    
       All transfers of any interest in the Premises are subject to
the Declaration of Restrictive Covenants dated April 23, 2004,
recorded as Instrument No. 20040429-0048870 in the Registers
Office for Davidson County, Tennessee (the Declaration).   Subject to the Declaration, Lessee may sublease or assign the
Lease without Lessors consent.   Lessee is released from all obligations under the Lease upon
assignment by Lessee to a Qualified Purchaser.   Lessee has the right to mortgage the Leasehold Estate without
Lessors consent so long as:(1)   The loan is made by a Mortgage Lender;(2)   The aggregate amount of the indebtedness secured by the
Leasehold Estate does not exceed 80% of the appraised
fair market value of the Improvements as determined by an
independent MAI appraiser reasonably satisfactory to Mortgage
Lender and Lessor;(3)   For permanent loans, interest must be
paid in regular monthly installments over the period of the
loan at a 30
 H-4-2




---



##### 



Lease Provision
    
    Summaryyear (or less) amortization rate from the date on which
the financing takes effect; and(4)   The proceeds of the loan of such secured indebtedness are
used exclusively by Lessee for the purpose of acquiring
the Improvements (including, without limitation, the
acquisition of the Improvements and the Leasehold Estate
by a subsequent Lessee), financing Approved Work,
refinancing of the foregoing, or were advanced by the
Mortgage Lender for the purpose of protecting its
interest in the event of a default under the loan
documents evidencing the secured loan.Summary of Rights
of Mortgagee
    
       Mortgage Lender will receive a copy of any notices delivered
to Lessee under the Lease.   Mortgage Lender has the right to cure an Event of Default
within the later to occur of (i) 45 days after Mortgage
Lenders receipt of the Default Notice and (ii) the expiration
of Lessees cure period under the Lease (or such additional
period of time as is reasonably necessary, so long as Mortgage
Lender is proceeding to cure such default continuously and
diligently and in a manner acceptable to Lessor).   Lessor will not terminate the Lease based on an Event of
Default by Lessee if Mortgage Lender:(1)   commences foreclosure proceedings on the Leasehold Estate
within 180 days following Mortgage Lenders receipt of
notice of a Default Notice;(2)   completes such foreclosure with reasonable diligence; and(3)   upon Lessors written demand, pays all delinquent Rent
and other sums then due and owing under the Lease.   Alternatively, following an Event of Default, Lessor may elect to:(1)   assume the Loan Documents and make payments thereunder
without the addition of any penalty, premium, yield
maintenance fee, assumption fee or other cost or expense;
or(2)   purchase the Mortgage Lenders rights in the Loan
Documents for the unpaid balance of the indebtedness but
without late fees, charges for default, prepayment
penalty or premium.   If Lessee rejects the lease in bankruptcy, Mortgage Lender may
require that Lessor enter into a new lease with Mortgage
Lender.   Sale of the Leasehold Estate in foreclosure proceedings is
deemed to be a permitted assignment, and such purchaser at
foreclosure will be recognized by Lessor (as long as such
purchaser satisfies the requirements of the Declaration).   If required by written agreement between Mortgage Lender and
Lessee, a copy of which was provided to Lessor, no voluntary
amendment, cancellation, termination, surrender or
 H-4-3




---



##### 



Lease Provision
    
    Summarymodification of the Lease is binding on Mortgage Lender
without Mortgage Lenders written consent (as long as the Loan
Documents so require, and so long as Lessor was previously
provided with a copy of such document).   No Mortgage Lender or purchaser at foreclosure is responsible
for pre-existing liabilities unless and to the extent such
obligations are continuing and have not been performed.Attornment
    
    If Lessors interest in the Leased Premises is transferred to a
Lessor Mortgagee or any Foreclosure Purchaser, Lessee shall be
bound to such Lessor Mortgagee or Foreclosure Purchaser under
the terms of the Lease and Lessee shall attorn to such Lessor
Mortgagee or Foreclosure Purchaser, as the Lessor under the
Lease.
 H-4-4




---



##### 



Ground Lease:
    
    Ground Lease (the Lease) between St. Thomas Hospital (the Lessor) and HRT of
Tennessee, Inc. (the Lessee), dated April 23, 2004
  Lease Provision
    
    SummaryPremises
    
    St. Thomas Hospital (Plaza East, Plaza West, Heart Institute
Medical Office Buildings and Plaza East Garage)Expiration Date
    
    April 22, 2054Renewals
    
    One twenty-five year Renewal PeriodAnnual Fixed Rent
    

*Renewal Fixed Rent
    
    *Additional Rent
    
    *Contingent Rent
    
    *Title to
Improvements
    
    Lessee owns Improvements, subject to reversionary interest of
Lessor.Transfer of
Leasehold Interest
    
       All transfers of any interest in the Premises are subject to the
Declaration of Restrictive Covenants dated April 23, 2004,
recorded as Instrument No. 20040429-0048872 in the Registers
Office for Davidson County, Tennessee (the Declaration).   Subject to the Declaration, Lessee may sublease or assign the
Lease without Lessors consent.   Lessee is released from all obligations under the Lease upon
assignment by Lessee to a Qualified Purchaser.   Lessee has the right to mortgage the Leasehold Estate without
Lessors consent so long as:(1)  The loan is made by a Mortgage Lender;(2)  The aggregate amount of the indebtedness secured by the
Leasehold Estate does not exceed 80% of the appraised
fair market value of the Improvements as determined by
an independent MAI appraiser reasonably satisfactory to
Mortgage Lender and Lessor;(3)  For permanent loans, interest must be paid in regular monthly
installments over the period of the loan at a 30 year (or less)
amortization rate from the date on which the financing takes
effect; and
 H-4-5




---



##### 



Lease Provision
    
    Summary(4)   The proceeds of the loan of such secured indebtedness are used
exclusively by Lessee for the purpose of acquiring the Improvements
(including, without limitation, the acquisition of the Improvements
and the Leasehold Estate by a subsequent Lessee), financing
Approved Work, refinancing of the foregoing, or were advanced by
the Mortgage Lender for the purpose of protecting its interest in
the event of a default under the loan documents evidencing the
secured loan.Summary of Rights
of Mortgagee
    
       Mortgage Lender will receive a copy of any notices delivered to
Lessee under the Lease.   Mortgage Lender has the right to cure an Event of Default within
the later to occur of (i) 45 days after Mortgage Lenders receipt
of the Default Notice and (ii) the expiration of Lessees cure
period under the Lease (or such additional period of time as is
reasonably necessary, so long as Mortgage Lender is proceeding to
cure such default continuously and diligently and in a manner
acceptable to Lessor).   Lessor will not terminate the Lease based on an Event of Default
by Lessee if Mortgage Lender:(1)  commences foreclosure proceedings on the Leasehold Estate within
180 days following Mortgage Lenders receipt of notice of a Default
Notice;(2)  completes such foreclosure with reasonable diligence; and(3)  upon Lessors written demand, pays all delinquent Rent and other
sums then due and owing under the Lease.   Alternatively, following an Event of Default, Lessor may elect to:(1)  assume the Loan Documents and make payments thereunder without
the addition of any penalty, premium, yield maintenance fee,
assumption fee or other cost or expense; or(2)  purchase the Mortgage Lenders rights in the Loan
Documents for the unpaid balance of the indebtedness but without
late fees, charges for default, prepayment penalty or premium.   If Lessee rejects the lease in bankruptcy, Mortgage Lender may
require that Lessor enter into a new lease with Mortgage Lender.   Sale of the Leasehold Estate in foreclosure proceedings is deemed
to be a permitted assignment, and such purchaser at foreclosure
will be recognized by Lessor (as long as such purchaser satisfies
the requirements of the Declaration).   If required by written agreement between Mortgage Lender and
Lessee, a copy of which was provided to Lessor, no voluntary
amendment, cancellation, termination, surrender or modification of
the Lease is binding on Mortgage Lender without Mortgage Lenders
written consent (as long as the Loan
 H-4-6




---



##### 



Lease Provision
    
    SummaryDocuments so require, and so long as Lessor was previously
provided with a copy of such document).   No Mortgage Lender or purchaser at foreclosure is responsible
for pre-existing liabilities unless and to the extent such
obligations are continuing and have not been performed.Attornment
    
    If Lessors interest in the Leased Premises is transferred to a
Lessor Mortgagee or any Foreclosure Purchaser, Lessee shall be
bound to such Lessor Mortgagee or Foreclosure Purchaser under
the terms of the Lease and Lessee shall attorn to such Lessor
Mortgagee or Foreclosure Purchaser, as the Lessor under the
Lease.
 H-4-7




---



##### 



Ground Lease:
    
    Ground Lease (the Lease) between Seton Corporation (the Lessor) and HRT of
Tennessee, Inc. (the Lessee), dated April 23, 2004
  Lease Provision
    
    SummaryPremises
    
    Baptist Hospital (Plaza I and Plaza II Medical Office Buildings, Guy
Bates Conference Center and parking garage and mechanical room
adjacent to Plaza I and Plaza II Medical Office
Buildings)Expiration Date
    
    April 22, 2054Renewals
    
    One twenty-five year Renewal PeriodAnnual Fixed Rent
    

*Renewal Fixed Rent
    
    *Additional Rent
    
    *Contingent Rent
    
    *Title to
Improvements
    
    Lessee owns Improvements, subject to reversionary interest of Lessor.Transfer of
Leasehold Interest
    
       All transfers of any interest in the Premises are subject to the
Declaration of Restrictive Covenants dated April 23, 2004,
recorded as Instrument No. 20040429-0048867 in the Registers Office
for Davidson County, Tennessee (the Declaration).   Subject to the Declaration, Lessee may sublease or assign the Lease
without Lessors consent.   Lessee is released from all obligations under the Lease upon
assignment by Lessee to a Qualified Purchaser.   Lessee has the right to mortgage the Leasehold Estate without
Lessors consent so long as:(1)   The loan is made by a Mortgage Lender;(2)   The aggregate amount of
the indebtedness secured by the Leasehold Estate does not exceed 80%
of the
appraised fair market value of the Improvements as determined by an
independent MAI appraiser reasonably satisfactory to Mortgage Lender
and Lessor;(3)   For permanent loans, interest must be paid in regular
monthly installments over the period of the loan at a
30 year (or less) amortization rate from the date on
 H-4-8




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Lease Provision
    
    Summarywhich the financing takes effect; and(4)   The proceeds of
the loan of such secured indebtedness are used exclusively
by Lessee for the purpose of acquiring the Improvements
(including, without limitation, the acquisition of the
Improvements and the Leasehold Estate by a subsequent
Lessee), financing Approved Work, refinancing of the
foregoing, or were advanced by the Mortgage Lender for the
purpose of protecting its interest in the event of a default
under the loan documents evidencing the secured loan.Summary of Rights
of Mortgagee
    
       Mortgage Lender will receive a copy of any notices delivered
to Lessee under the Lease.   Mortgage Lender has the right to
cure an Event of Default within the later to occur of (i) 45
days after Mortgage Lenders receipt of the Default Notice
and (ii) the expiration of Lessees cure period under the
Lease (or such additional period of time as is reasonably
necessary, so long as Mortgage Lender is proceeding to cure
such default continuously and diligently and in a manner
acceptable to Lessor).   Lessor will not terminate the Lease
based on an Event of Default by Lessee if Mortgage Lender:(1)   commences foreclosure proceedings on the Leasehold Estate
within 180 days following Mortgage Lenders receipt of
notice of a Default Notice;(2)   completes such foreclosure
with reasonable diligence; and(3)   upon Lessors written
demand, pays all delinquent Rent and other sums then due and
owing under the Lease.   Alternatively, following an Event of
Default, Lessor may elect to:(1)   assume the Loan Documents and make payments thereunder
without the addition of any penalty, premium, yield
maintenance fee, assumption fee or other cost or expense; or(2)   purchase the Mortgage Lenders rights in the Loan
Documents for the unpaid balance of the indebtedness but
without late fees, charges for default, prepayment penalty
or premium.   If Lessee rejects the lease in bankruptcy,
Mortgage Lender may require that Lessor enter into a new
lease with Mortgage Lender.   Sale of the Leasehold Estate in
foreclosure proceedings is deemed to be a permitted
assignment, and such purchaser at foreclosure will be
recognized by Lessor (as long as such purchaser satisfies
the requirements of the Declaration).   If required by
written agreement between Mortgage Lender and Lessee, a copy
of which was provided to Lessor, no voluntary amendment,
cancellation, termination, surrender or
 H-4-9




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Lease Provision
    
    Summarymodification of the Lease is binding on Mortgage Lender
without Mortgage Lenders written consent (as long as the Loan
Documents so require, and so long as Lessor was previously
provided with a copy of such document).   No Mortgage Lender or purchaser at foreclosure is responsible
for pre-existing liabilities unless and to the extent such
obligations are continuing and have not been performed.Attornment
    
    If Lessors interest in the Leased Premises is transferred to a
Lessor Mortgagee or any Foreclosure Purchaser, Lessee shall be
bound to such Lessor Mortgagee or Foreclosure Purchaser under
the terms of the Lease and Lessee shall attorn to such Lessor
Mortgagee or Foreclosure Purchaser, as the Lessor under the
Lease.
 H-4-10




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EX. H-5  INS. /CONDEMNATION
 EXHIBIT H  5
 INSURANCE PROCEEDS AND CONDEMNATION AWARDS FOR
RESTORATION  CONDITIONS TO USE
  Proceeds  provided
  Destruction
Event  provided
      Additional Funds 
   H-5-1




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 Restoration Completion Date )
 provided
   Restoration Funds ) provided
   H-5-2




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H-5-3




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H-5-4




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EX. H-6  LIMIT. LIAB.
 EXHIBIT H  6
 LIMITATION OF LIABILITY
  Exhibit H-6 , Exhibit H-6 .
 Exhibit H-6
 Exhibit H-6
   H-6-1




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Exhibit H-6A, Part I
         H-6-2




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(xv)
 Exhibit H-6A, Part II
 Exhibit H-6
 H-6-3




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Exhibit H-6
 H-6-4




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EX. H-6A  LIMIT. LIAB.
 EXHIBIT H   6A
 MORTGAGE/DEED OF TRUST PROVISIONS
 Part I:
 Environmental Representations
    Environmental Covenants
 (a)
    
    Borrower will not cause or knowingly permit any Material
Environmental Contamination of the Property.(b)
    
    Borrower will not cause or knowingly permit any Environmental Activity to occur
on the Property other than the use, storage and disposal of Hazardous Materials which
(A) are in the ordinary course of business consistent with the Permitted Use; (B) are in
compliance with all Environmental Laws; and (C) do not create a risk of Material
Environmental Contamination of the Property.(c)
    
    Borrower will notify Lender immediately upon Borrower becoming aware of (i)
any Material Environmental Contamination of the Property or (ii) any Environmental
Activity with respect to the Property that is not in accordance with the preceding
subsection (b). Borrower promptly will deliver to Lender copies of
all documents delivered to or received by Borrower regarding the matters set forth in this
subsection, including notices of Proceedings or investigations concerning any Material
Environmental Contamination of the Property or Environmental Activity or concerning
Borrowers status as a potentially responsible party (as defined in the Environmental
Laws). Borrowers notification of Lender in accordance with the provisions of this
subsection will not be deemed to excuse any default under the Loan Documents resulting
from the violation of Environmental Laws or the Material Environmental Contamination of
the Property or Environmental Activity that is the subject of the notice. If Borrower
receives
 H-6-5




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notice of a suspected violation of Environmental Laws in the vicinity of the Property
that poses a risk of Material Environmental Contamination of the Property, Borrower
will give Lender notice and copies of any documents received relating to such suspected
violation.(d)
    
    From time to time at Lenders request, Borrower will deliver to Lender any
information known and documents available to Borrower relating to the environmental
condition of the Property.(e)
    
    Lender may perform or engage an independent consultant to perform an assessment
of the environmental condition of the Property and of Borrowers compliance with this
Section on an annual basis, or at any other time for reasonable cause, or after an Event
of Default. In connection with the assessment: (i) Lender or consultant may enter and
inspect the Property and perform tests of the air, soil, ground water and building
materials; (ii) Borrower will cooperate and use best efforts to cause tenants and other
occupants of the Property to cooperate with Lender or consultant, subject to the terms
of such tenants respective leases and applicable law; (iii) Borrower will receive a
copy of any final report prepared after the assessment, to be delivered to Borrower not
more than 10 days after Borrower requests a copy and executes Lenders standard
confidentiality and waiver of liability letter; (iv) Borrower will accept custody of and
arrange for lawful disposal of any Hazardous Materials required to be disposed of as a
result of the tests; (v) Lender will not have liability to Borrower with respect to
the results of the assessment; and (vi) Lender will not be responsible for any damage to
the Property resulting from the tests described in this subsection and Borrower will
look solely to the consultant to reimburse Borrower for any such damage. The
consultants assessment and reports will be at Borrowers expense (i) if the reports
disclose any material adverse change in the environmental condition of the Property from
that disclosed in the Environmental Report; (ii) if Lender engaged the consultant when
Lender had reasonable cause to believe Borrower was not in compliance with the terms of
this Section and, after written notice from Lender, Borrower failed to provide promptly
reasonable evidence that Borrower is in compliance; or (iii) if Lender engaged the
consultant after the occurrence of an Event of Default.
  H-6-6




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Part II:
 Ground Lease Provisions
 (a)
    
    The Ground Lease is in full force and effect has not been amended and represents
the entire agreement between Borrower and Ground Lessor and there are no defaults,
events of default or events which with the passage of time or the giving of notice,
would constitute a default or event of default under the Ground Lease.(b)
    
    Borrower will pay the Ground Rent as and when required under the Ground Lease and
will perform all of Borrowers obligations as ground lessee under the Ground Lease as
and when required under the Ground Lease.(c)
    
    Borrower will cause Ground Lessor to pay and perform all of Ground Lessors
obligations under the Ground Lease as and when required under the Ground Lease, will not
give any approval required or permitted under the Ground Lease without Lenders prior
approval and will not exercise any options under the Ground Lease without Lenders prior
approval.(d)
    
    Borrower will not amend or waive any provisions of the Ground Lease; cancel or
surrender the Ground Lease; or release or discharge Ground Lessor from any of the terms
or obligations of the Ground Lease, without in each instance Lenders prior approval
which may be withheld in its sole discretion.(e)
    
    Borrower promptly will deliver to Lender copies of any notices of default or of
termination that Borrower receives or delivers relating to the Ground Lease.(f)
    
    Without limiting Lenders independent rights and remedies under Section 365(h) of
the Bankruptcy Code:
 (i)
    
    Borrower will not elect to treat the
Ground Lease as terminated under Subsection 365(h) (1) of the Bankruptcy
Code without Lenders prior consent to be exercised in its sole
discretion, any such election made without Lenders prior consent is
null and void;(ii)
    
    Without in any manner limiting the
provisions of subparagraph (i) of this Section, the lien of this Deed of
Trust will attach to all of
 H-6-7




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Borrowers rights and remedies at any time arising under or pursuant to
Subsection 365(h) of the Bankruptcy Code, including all of Borrowers rights to
remain in possession of the Property and Lender may assert, or direct Borrower
to assert, any of such rights and remedies.(iii)
    
    If, pursuant to Subsection 365(h) of the Bankruptcy Code, Borrower seeks to offset
against Ground Rent the amount of any damages caused by Ground Lessors failure to perform any
of its obligations under the Ground Lease after the Ground Lessor rejects the Ground Lease
under the Bankruptcy Code, Borrower will, prior to effecting such offset, notify Lender of its
intent to do so, setting forth the amount proposed to be so offset and the basis therefor.
Lender will have the right to object to all or any part of such offset and, in the event of
such objection, Borrower will not effect any offset of the amount so objected to by Lender.
Neither Lenders failure to object as aforesaid nor any objection or other communication
between Lender and Borrower relating to such offset will constitute an approval of any such
offset by Lender. Borrower will indemnify, defend and save Lender harmless from and against
any and all claims, demands, actions, suits, proceedings, damages, losses, costs and expenses
of every nature whatsoever (including attorneys fees) arising from or relating to any offset
by Borrower against the rent reserved in the Ground Lease.(iv)
    
    Borrower unconditionally assigns, transfers and sets over to Lender all of Borrowers
claims and rights to the payment of damages arising from any rejection by Ground Lessor of the
Ground Lease under the Bankruptcy Code. Lender will have the right to proceed in its own name
or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the
rejection of the Ground Lease, including the right to file and prosecute, to the exclusion of
Borrower, any proofs of claim, complaints, motions, application, notice and other documents,
in any case in respect of Ground Lessor under the Bankruptcy Code. This assignment
constitutes a present, irrevocable and unconditional assignment of the foregoing
 H-6-8




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claims, rights and remedies, and will continue in effect until all of the
indebtedness and obligations secured by this Deed of Trust will have been
satisfied and discharged in full. Any amounts received by Lender as damages
arising out of the rejection of the Ground Lease as aforesaid will be applied
first to all costs and expenses of Lender (including attorneys fees) incurred
in connection with the exercise of any of its rights or remedies under this
subsection (iv) and then in accordance with subsection
(iii) of this Section.(v)
    
    In any Proceeding under the Bankruptcy Code relating to the Ground Lease or the Property, Borrower will appear in the
Proceeding and will protect Lenders interests in the Property and under the
Loan Documents with attorneys and other professionals retained by Borrower and
approved by Lender. Lender may elect, in Lenders sole discretion, to engage
its own attorneys and other professionals at Borrowers expense to appear in the
Proceeding and to protect Lenders interests in the Property and under the Loan
Documents. Borrower will not commence any Proceeding, file any application or
make any motion relating to the Ground Lease in any Proceeding in its sole
discretion under the Bankruptcy Code without Lenders prior consent.(vi)
    
    Borrower will give Lender prompt notice of any filing by or against Ground Lessor or
Borrower of a Proceeding under the Bankruptcy Code. The notice will set forth any information
available to Borrower about the proceeding, including the date of the filing, the court in
which the Proceeding was filed, and the relief sought. Borrower also will deliver to Lender,
promptly following Borrowers receipt thereof, any notices, summonses, pleadings, applications
and other documents received by Borrower in connection with the Proceeding.(vii)
    
    If a Proceeding under the Bankruptcy Code is
 commenced by or against Borrower and Borrower, as lessee under the Ground
Lease, rejects the Ground Lease pursuant to Section 365(a) of the Bankruptcy
Code without giving Lender not less than 10 Business Days prior notice of
the date on which Borrower will apply to the bankruptcy court for authority
to reject the Ground Lease.
 H-6-9




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Lender may, in its sole discretion, give Borrower notice
within such 10-Business Day period stating that (a) Lender
demands that Borrower assume the Ground Lease and assign it to
Lender pursuant to Section 365 of the Bankruptcy Code and
(b) Lender will cure or provide adequate assurance
of prompt cure of all defaults and will provide adequate
assurance of future performance under the Ground Lease. In
that event, Borrower will not seek to reject the Ground Lease
and will comply with the demand provided for in (a) above
within 30 days after Lenders notice was given provided Lender
performs its obligations under (b) above.
  H-6-10




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EX. H-7  LOCK-BOX
 EXHIBIT H  7
 LOCK-BOX REQUIREMENTS
  Lock-Box Agreement )  Deposit Account )
 provided
      Trigger Event 
 H-7-1




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EX. H-8  MULTI. PROP.
 EXHIBIT H  8
 ALLOCATED LOAN AMOUNTS
 AllocatedProperty
    
    Size (S.F.)
    
    Loan Amount
  H-8-1




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EX. H-9  RELEASE
 EXHIBIT H  9
 RELEASE PROVISIONS  PARTIAL RELEASE
 Release Parcel )  Release )
 I. CONDITIONS;
         Release Amount 
 H-9-1




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II. LIMITATIONS
      H-9-2




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EXHIBIT H  10
 SUBSTITUTION OF COLLATERAL
  Substituted Parcel )  Substitution   Substitution New
Parcel 
 I. CONDITIONS




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EX. H-10  SUBSTITUTION
      II. LIMITATIONS :
   H-10-2




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H-10-2