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LOAN AGREEMENT
 Dated as of May 24, 2006
  RPB WILLOWWOOD I LLC   RPB WILLOWWOOD II LLC
  LEHMAN BROTHERS BANK, FSB




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I.  DEFINITIONS; PRINCIPLES OF CONSTRUCTION
    
    
    1Section 1.1
    
    Definitions
    
    
    1Section 1.2
    
    Principles of Construction
    
    
    21II.  GENERAL TERMS
    
    
    21Section 2.1
    
    Loan Commitment; Disbursement to Borrower
    
    
    212.1.1
    
    Agreement to Lend and Borrow
    
    
    212.1.2
    
    Single Disbursement to Borrower
    
    
    212.1.3
    
    The Note, Security Instrument and Loan Documents
    
    
    212.1.4
    
    Use of Proceeds
    
    
    21Section 2.2
    
    Interest; Loan Payments; Late Payment Charge
    
    
    222.2.1
    
    Payments
    
    
    222.2.2
    
    Interest Calculation
    
    
    222.2.3
    
    Intentionally Omitted
    
    
    222.2.4
    
    Intentionally Omitted
    
    
    222.2.5
    
    Payment on Maturity Date
    
    
    222.2.6
    
    Payments after Default
    
    
    222.2.7
    
    Late Payment Charge
    
    
    232.2.8
    
    Usury Savings
    
    
    232.2.9
    
    Indemnified Taxes
    
    
    232.2.10
    
    Replacement of Co-Lender
    
    
    25Section 2.3
    
    Prepayments
    
    
    252.3.1
    
    Voluntary Prepayments
    
    
    252.3.2
    
    Mandatory Prepayments
    
    
    252.3.3
    
    Prepayments After Default
    
    
    262.3.4
    
    Making of Payments
    
    
    262.3.5
    
    Application of Principal Prepayments
    
    
    26Section 2.4
    
    Defeasance
    
    
    272.4.1
    
    Voluntary Defeasance
    
    
    272.4.2
    
    Successor Borrower
    
    
    282.4.3
    
    Release of Property
    
    
    29Section 2.5
    
    Release on Payment in Full
    
    
    29III.  CASH MANAGEMENT
    
    
    30Section 3.1
    
    Establishment of Accounts
    
    
    30Section 3.2
    
    Deposits into Lockbox Account
    
    
    31Section 3.3
    
    Account Name
    
    
    31Section 3.4
    
    Eligible Accounts
    
    
    31Section 3.5
    
    Permitted Investments
    
    
    31Section 3.6
    
    The Initial Deposits
    
    
    32Section 3.7
    
    Transfer To and Disbursements from the Lockbox Account
    
    
    32Section 3.8
    
    Withdrawals From the Tax Account and the Insurance Premium Account
    
    
    33Section 3.9
    
    Withdrawals from the Replacement Reserve Account
    
    
    33Section 3.10
    
    Withdrawals from the Required Repair Account
    
    
    33Section 3.11
    
    Withdrawals from the Debt Service Account
    
    
    33Section 3.12
    
    Withdrawals from the Rollover Reserve Account
    
    
    33Section 3.13
    
    Withdrawals from the Unfunded Tenant Obligations Reserve Account
    
    
    34Section 3.14
    
    Intentionally Omitted
    
    
    34
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Section 3.15
    
    Intentionally Omitted
    
    
    34Section 3.16
    
    Intentionally Omitted
    
    
    34Section 3.17
    
    Intentionally Omitted
    
    
    34Section 3.18
    
    Sole Dominion and Control
    
    
    34Section 3.19
    
    Security Interest
    
    
    34Section 3.20
    
    Rights on Default
    
    
    34Section 3.21
    
    Financing Statement; Further Assurances
    
    
    35Section 3.22
    
    Borrowers Obligation Not Affected
    
    
    35Section 3.23
    
    Payments Received Under this Agreement
    
    
    35IV.  REPRESENTATIONS AND WARRANTIES
    
    
    35Section 4.1
    
    Borrower Representations
    
    
    354.1.1
    
    Organization
    
    
    354.1.2
    
    Proceedings
    
    
    364.1.3
    
    No Conflicts
    
    
    364.1.4
    
    Litigation
    
    
    364.1.5
    
    Agreements
    
    
    364.1.6
    
    Solvency
    
    
    374.1.7
    
    Full and Accurate Disclosure
    
    
    374.1.8
    
    No Plan Assets
    
    
    374.1.9
    
    Compliance
    
    
    384.1.10
    
    Financial Information
    
    
    384.1.11
    
    Condemnation
    
    
    384.1.12
    
    Federal Reserve Regulations
    
    
    384.1.13
    
    Utilities and Public Access
    
    
    394.1.14
    
    Not a Foreign Person
    
    
    394.1.15
    
    Separate Lots
    
    
    394.1.16
    
    Assessments
    
    
    394.1.17
    
    Enforceability
    
    
    394.1.18
    
    No Prior Assignment
    
    
    394.1.19
    
    Insurance
    
    
    394.1.20
    
    Use of Property
    
    
    404.1.21
    
    Certificate of Occupancy; Licenses
    
    
    404.1.22
    
    Flood Zone
    
    
    404.1.23
    
    Physical Condition
    
    
    404.1.24
    
    Boundaries
    
    
    404.1.25
    
    Leases
    
    
    414.1.26
    
    Survey
    
    
    424.1.27
    
    Loan to Value
    
    
    424.1.28
    
    Filing and Recording Taxes
    
    
    424.1.29
    
    Intentionally Omitted
    
    
    424.1.30
    
    Management Agreement
    
    
    424.1.31
    
    Illegal Activity
    
    
    424.1.32
    
    No Change in Facts or Circumstances; Disclosure
    
    
    424.1.33
    
    Investment Company Act
    
    
    434.1.34
    
    Principal Place of Business; State of Organization
    
    
    434.1.35
    
    Single Purpose Entity
    
    
    43
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4.1.36
    
    Business Purposes
    
    
    484.1.37
    
    Taxes
    
    
    484.1.38
    
    Forfeiture
    
    
    484.1.39
    
    Environmental Representations and Warranties
    
    
    494.1.40
    
    Taxpayer Identification Number
    
    
    494.1.41
    
    OFAC
    
    
    494.1.42
    
    Intentionally Omitted
    
    
    494.1.43
    
    Deposit Accounts
    
    
    494.1.44
    
    Embargoed Person
    
    
    50Section 4.2
    
    Survival of Representations
    
    
    51V.  BORROWER COVENANTS
    
    
    51Section 5.1
    
    Affirmative Covenants
    
    
    515.1.1
    
    Existence; Compliance with Legal Requirements
    
    
    515.1.2
    
    Taxes and Other Charges
    
    
    525.1.3
    
    Litigation
    
    
    535.1.4
    
    Access to the Property
    
    
    535.1.5
    
    Notice of Default
    
    
    535.1.6
    
    Cooperate in Legal Proceedings
    
    
    545.1.7
    
    Award and Insurance Benefits
    
    
    545.1.8
    
    Further Assurances
    
    
    545.1.9
    
    Mortgage and Intangible Taxes
    
    
    545.1.10
    
    Financial Reporting
    
    
    555.1.11
    
    Business and Operations
    
    
    565.1.12
    
    Costs of Enforcement
    
    
    565.1.13
    
    Estoppel Statement
    
    
    575.1.14
    
    Loan Proceeds
    
    
    575.1.15
    
    Performance by Borrower
    
    
    575.1.16
    
    Confirmation of Representations
    
    
    575.1.17
    
    Leasing Matters
    
    
    585.1.18
    
    Management Agreement
    
    
    615.1.19
    
    Environmental Covenants
    
    
    635.1.20
    
    Alterations
    
    
    645.1.21
    
    Intentionally Omitted
    
    
    645.1.22
    
    Intentionally Omitted
    
    
    645.1.23
    
    OFAC
    
    
    64Section 5.2
    
    Negative Covenants
    
    
    645.2.1
    
    Liens
    
    
    645.2.2
    
    Dissolution
    
    
    655.2.3
    
    Change In Business
    
    
    655.2.4
    
    Debt Cancellation
    
    
    655.2.5
    
    Zoning
    
    
    655.2.6
    
    No Joint Assessment
    
    
    655.2.7
    
    Name, Identity, Structure, or Principal Place of Business
    
    
    665.2.8
    
    ERISA
    
    
    665.2.9
    
    Affiliate Transactions
    
    
    665.2.10
    
    Transfers
    
    
    67
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5.2.11
    
    One-Time Property Transfer
    
    
    68VI.  INSURANCE; CASUALTY; CONDEMNATION; REQUIRED REPAIRS
    
    
    70Section 6.1
    
    Insurance
    
    
    70Section 6.2
    
    Casualty
    
    
    74Section 6.3
    
    Condemnation
    
    
    75Section 6.4
    
    Restoration
    
    
    75VII.  RESERVE FUNDS
    
    
    80Section 7.1
    
    Required Repair Funds
    
    
    807.1.1
    
    Deposits
    
    
    807.1.2
    
    Release of Required Repair Funds
    
    
    80Section 7.2
    
    Tax and Insurance Escrow Fund
    
    
    81Section 7.3
    
    Replacements and Replacement Reserve
    
    
    827.3.1
    
    Replacement Reserve Fund
    
    
    827.3.2
    
    Disbursements from Replacement Reserve Account
    
    
    827.3.3
    
    Performance of Replacements
    
    
    847.3.4
    
    Failure to Make Replacements
    
    
    867.3.5
    
    Balance in the Replacement Reserve Account
    
    
    86Section 7.4
    
    Rollover Reserve
    
    
    867.4.1
    
    Deposits to Rollover Reserve Fund
    
    
    867.4.2
    
    Withdrawal of Rollover Reserve Funds
    
    
    877.4.3
    
    Provisions Regarding Letters of Credit
    
    
    87Section 7.5
    
    Unfunded Tenant Obligations Reserve Fund
    
    
    887.5.1
    
    Withdrawal of Unfunded Tenant Obligation Reserve Funds
    
    
    88Section 7.6
    
    Intentionally Omitted
    
    
    89Section 7.7
    
    Reserve Funds, Generally
    
    
    89VIII.  DEFAULTS
    
    
    90Section 8.1
    
    Event of Default
    
    
    90Section 8.2
    
    Remedies
    
    
    93Section 8.3
    
    Remedies Cumulative; Waivers
    
    
    95IX.  SPECIAL PROVISIONS
    
    
    95Section 9.1
    
    Sale of Notes and Securitization
    
    
    95Section 9.2
    
    Securitization Indemnification
    
    
    97Section 9.3
    
    Servicer
    
    
    99Section 9.4
    
    Exculpation
    
    
    99Section 9.5
    
    Intentionally Omitted
    
    
    101Section 9.6
    
    Contributions and Waivers
    
    
    101Section 9.7
    
    Syndication
    
    
    1049.7.1
    
    Syndication
    
    
    1049.7.2
    
    Sale of Loan, Co-Lenders, Participations and Servicing
    
    
    1059.7.3
    
    Cooperation in Syndication
    
    
    1079.7.4
    
    Payment of Agents, and Co-Lenders Expenses, Indemnity, etc
    
    
    1099.7.5
    
    Limitation of Liability
    
    
    1109.7.6
    
    No Joint Venture
    
    
    1109.7.7
    
    Voting Rights of Co-Lenders
    
    
    111Section 9.8
    
    Intentionally Omitted
    
    
    111Section 9.9
    
    Mezzanine Financing
    
    
    111
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X.  MISCELLANEOUS
    
    
    113Section 10.1
    
    Survival
    
    
    113Section 10.2
    
    Lenders Discretion
    
    
    113Section 10.3
    
    Governing Law
    
    
    113Section 10.4
    
    Modification, Waiver in Writing
    
    
    114Section 10.5
    
    Delay Not a Waiver
    
    
    114Section 10.6
    
    Notices
    
    
    114Section 10.7
    
    Trial by Jury
    
    
    116Section 10.8
    
    Headings
    
    
    116Section 10.9
    
    Severability
    
    
    116Section 10.10
    
    Preferences
    
    
    116Section 10.11
    
    Waiver of Notice
    
    
    116Section 10.12
    
    Remedies of Borrower
    
    
    117Section 10.13
    
    Expenses; Indemnity
    
    
    117Section 10.14
    
    Schedules and Exhibits Incorporated
    
    
    118Section 10.15
    
    Offsets, Counterclaims and Defenses
    
    
    119Section 10.16
    
    No Joint Venture or Partnership; No Third Party Beneficiaries
    
    
    119Section 10.17
    
    Publicity
    
    
    119Section 10.18
    
    Waiver of Marshalling of Assets
    
    
    119Section 10.19
    
    Waiver of Counterclaim
    
    
    120Section 10.20
    
    Conflict; Construction of Documents; Reliance
    
    
    120Section 10.21
    
    Brokers and Financial Advisors
    
    
    120Section 10.22
    
    Prior Agreements
    
    
    121SCHEDULE 4.1.1 Organizational Chart of BorrowerSCHEDULE 4.1.25 Rent Roll / LeasesSCHEDULE 7.1 Required Repairs   Deadlines For CompletionSCHEDULE 7.5 Unfunded Tenant ObligationsEXHIBIT A Property Account Bank Property Account Agreement
    
    
    123EXHIBIT B Tenant Notice Letter
    
    
    124EXHIBIT C Rollover Guaranty
    
    
    126EXHIBIT D Form of Non-Disturbance Agreement
    
    
    127EXHIBIT E Form of Assignment of Management Agreement
    
    
    8EXHIBIT F Guarantor Requirements
    
    
    9
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LOAN AGREEMENT
 THIS LOAN AGREEMENT LEHMAN BROTHERS BANK, FSB RPB WILLOWWOOD I LLC RPB WILLOWWOOD II LLC
     I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION
 Definitions.




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Principles of Construction.
  II. GENERAL TERMS
 Loan Commitment; Disbursement to Borrower.
 Agreement to Lend and Borrow.
  Single Disbursement to Borrower.
  The Note, Security Instrument and Loan Documents.
  Use of Proceeds.
 - 21 -




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Interest; Loan Payments; Late Payment Charge.
 Payments.
   Interest Calculation.
  Intentionally Omitted.
 Intentionally Omitted.
 Payment on Maturity Date.
  Payments after Default.
  - 22 -




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Late Payment Charge.
  Usury Savings.
  Indemnified Taxes.
 - 23 -




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Replacement of Co-Lender.
  Prepayments.
 Voluntary Prepayments.
 Interest Shortfall
Payment
 Mandatory Prepayments.
 - 25 -




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Prepayments After Default.
  Making of Payments.
  Application of Principal Prepayments.
  - 26 -




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Defeasance.
 Voluntary Defeasance.
         - 27 -




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Successor Borrower.
 - 28 -




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Release of Property.
  Release on Payment in Full.
  - 29 -




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III. CASH MANAGEMENT
 Establishment of Accounts.
          - 30 -




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Deposits into Lockbox Account.
    Account Name.
   Eligible Accounts.
  Permitted Investments.
  - 31 -




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The Initial Deposits.
 .
 Transfer To and Disbursements from the Lockbox Account.
         - 32 -




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Withdrawals From the Tax Account and the Insurance Premium Account.
  Withdrawals from the Replacement Reserve Account.
  Withdrawals from the Required Repair Account.
  Withdrawals from the Debt Service Account.
  Withdrawals from the Rollover Reserve Account.
  - 33 -




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Withdrawals from the Unfunded Tenant Obligations Reserve Account.
  Intentionally Omitted.
 Intentionally Omitted.
 Intentionally Omitted.
 Intentionally Omitted.
 Sole Dominion and Control.
  Security Interest.
  Rights on Default.
  - 34 -




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Financing Statement; Further Assurances.
  Borrowers Obligation Not Affected.
  Payments Received Under this Agreement.
  IV. REPRESENTATIONS AND WARRANTIES
 Borrower Representations.
  Organization.
  - 35 -




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Proceedings
  No Conflicts
  Litigation
  Agreements
  - 36 -




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Solvency
  Full and Accurate Disclosure
  No Plan Assets
 - 37 -




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Compliance
  Financial Information.
  Condemnation
  Federal Reserve Regulations
  - 38 -




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Utilities and Public Access
  Not a Foreign Person
  Separate Lots
  Assessments
  Enforceability
  No Prior Assignment
  Insurance
 - 39 -




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Use of Property
  Certificate of Occupancy; Licenses
  Flood Zone
  Physical Condition
  Boundaries
 - 40 -




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Leases
  - 41 -




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Survey.
  Loan to Value
  Filing and Recording Taxes
  Intentionally Omitted.
 Management Agreement
  Illegal Activity
  No Change in Facts or Circumstances; Disclosure
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Investment Company Act
  Principal Place of Business; State of Organization
  Single Purpose Entity
    - 43 -




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Business Purposes
  Taxes
  Forfeiture
  - 48 -




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Environmental Representations and Warranties
  Taxpayer Identification Number.
  OFAC.
  Intentionally Omitted.
 Deposit Accounts.
  - 49 -




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Embargoed Person.
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Survival of Representations
  V. BORROWER COVENANTS
 Affirmative Covenants
  Existence; Compliance with Legal Requirements
  - 51 -




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Taxes and Other Charges
  - 52 -




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Litigation
  Access to the Property
  Notice of Default.
 - 53 -




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Cooperate in Legal Proceedings
  Award and Insurance Benefits
  Further Assurances
     Mortgage and Intangible Taxes
  - 54 -




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Financial Reporting
    - 55 -




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Business and Operations
  Costs of Enforcement
  - 56 -




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Estoppel Statement
   Loan Proceeds
  Performance by Borrower
  Confirmation of Representations
  - 57 -




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Leasing Matters.
    - 58 -




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Management Agreement
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Environmental Covenants.
  - 63 -




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Alterations
  Intentionally Omitted
 Intentionally Omitted
 OFAC
  Negative Covenants
  Liens.
 - 64 -




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Dissolution
  Change In Business
  Debt Cancellation
  Zoning
  No Joint Assessment
  - 65 -




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Name, Identity, Structure, or Principal Place of Business
  ERISA
      Affiliate Transactions
  - 66 -




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Transfers.
    - 67 -




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,
 One-Time Property Transfer
   - 68 -




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Permitted Transferee
 Assumption Agreement
       - 69 -




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VI. INSURANCE; CASUALTY; CONDEMNATION; REQUIRED REPAIRS
 Insurance.
    - 70 -




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Casualty
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Condemnation
  Restoration
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VII. RESERVE FUNDS
 Required Repair Funds
 Deposits
  Release of Required Repair Funds
  - 80 -




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Tax and Insurance Escrow Fund
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Replacements and Replacement Reserve
 Replacement Reserve Fund
  Disbursements from Replacement Reserve Account
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Performance of Replacements.
     - 84 -




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Failure to Make Replacements.
   Balance in the Replacement Reserve Account.
  Rollover Reserve
 Deposits to Rollover Reserve Fund
  - 86 -




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Withdrawal of Rollover Reserve Funds.
  Provisions Regarding Letters of Credit.
  - 87 -




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Unfunded Tenant Obligations Reserve Fund.
  Withdrawal of Unfunded Tenant Obligation Reserve Funds.
  - 88 -




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Intentionally Omitted
 Reserve Funds, Generally
       - 89 -




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VIII.
DEFAULTS
 Event of Default
        - 90 -




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Remedies.
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Remedies Cumulative; Waivers.
  IX.
SPECIAL PROVISIONS
 Sale of Notes and Securitization
    - 95 -




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Securitization Indemnification.
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Servicer.
  Exculpation.
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Intentionally Omitted
 Contributions and Waivers
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Syndication
 Syndication
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Sale of Loan, Co-Lenders, Participations and Servicing.
     - 105 -




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Cooperation in Syndication.
   - 107 -




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Payment of Agents, and Co-Lenders Expenses, Indemnity, etc.
     - 109 -




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Limitation of Liability.
  No Joint Venture.
 - 110 -




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Voting Rights of Co-Lenders.
  Intentionally Omitted
 Mezzanine Financing
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X. MISCELLANEOUS
 Survival.
  Lenders Discretion.
  Governing Law.
   - 113 -




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Modification, Waiver in Writing.
  Delay Not a Waiver.
  Notices.
  If to Borrower:
    
    c/o Republic Property Trust1280 Maryland Avenue, S.W., Suite 280Washington, DC 20024
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Attention: Gary R. Siegel, Chief Operating OfficerFacsimile No.: (202) 863-4049With a copy to:
    
    Glazer Winston Honigman Ellick5301 Wisconsin Avenue, NW, Suite 740Washington, DC 20015Attention: Lori J. HonigmanFacsimile No.: (202) 537-5500If to Lender / Agent:
    
    Lehman Brothers Bank, FSBc/o Lehman Brothers Holdings399 Park AvenueNew York, New York 10022Attention: Tim JohnsonFacsimile No.: (212) 520-0405With Copy to:
    
    Lehman Brothers Bank, FSBc/o Lehman Brothers Holdings399 Park AvenueNew York, New York 10022Attention: Gary TaylorFacsimile No.: (646) 758-2256andThacher Proffitt & Wood LLPTwo World Financial CenterNew York, New York 10281Attention: Mitchell G. Williams, Esq.Facsimile No.: (212) 912-7751
 With a copy of all notices,
certificates, and other
information under Section
5.1.10 to:
    
    Wachovia Bank, N.A.NC 10758739 Research Drive, URP4Charlotte, North Carolina 28262-1075Attention: Robert T. UhlinFacsimile No.: (704) 593-7734
   - 115 -




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Trial by Jury.
  Headings.
  Severability.
  Preferences.
  Waiver of Notice.
  - 116 -




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Remedies of Borrower.
  Expenses; Indemnity.
  - 117 -




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Schedules and Exhibits Incorporated.
  - 118 -




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Offsets, Counterclaims and Defenses.
  No Joint Venture or Partnership; No Third Party Beneficiaries.
   Publicity.
  Waiver of Marshalling of Assets.
  - 119 -




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Waiver of Counterclaim.
  Conflict; Construction of Documents; Reliance.
  Brokers and Financial Advisors.
  - 120 -




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Prior Agreements.
  [NO FURTHER TEXT ON THIS PAGE]
 - 121 -




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BORROWER:RPB WILLOWWOOD I LLC, a Delaware limitedliability companyBy:
    
    /s/ Gary R. SiegelName: Gary R. SiegelTitle: Chief Operating OfficerRPB WILLOWWOOD II LLC, a Delaware limitedliability companyBy:
    
    /s/ Gary R. SiegelName: Gary R. SiegelTitle: Chief Operating OfficerLENDER:LEHMAN BROTHERS BANK, FSB, a federal stock
savings bank, individually and as Agent for one
or more Co-LendersBy:
    
    /s/ Charlene ThomasName: Charlene ThomasTitle: Vice President




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[Addressee]
 
 [  ]
 [LEHMAN BROTHERS BANK, FSB, a federal
stock savings bank]
 [BANKS ADDRESS]
 or by wire transfer to:Bank:ABA No.:Account No.:Account Name:  Clearing Account, [Lehman Brothers Bank, FSB, as Secured Party]




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[BORROWER]By:Name:Title:




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GUARANTY
 FOR VALUE RECEIVED LEHMAN BROTHERS BANK, FSB RPB WILLOWWOOD I LLC RPB WILLOWWOOD II LLC REPUBLIC PROPERTY LIMITED PARTNERSHIP REPUBLIC PROPERTY TRUST




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2




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3




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4




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[NO FURTHER TEXT ON THIS PAGE]
 5




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REPUBLIC PROPERTY LIMITEDPARTNERSHIP, a Delaware limited partnershipBy:
    
    Republic Property Trust, a Maryland real estateinvestment trust, its General PartnerBy:Name:Title:REPUBLIC PROPERTY TRUST, a Maryland real estateinvestment trustBy:Name:Title:




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[mortgage/deed of trust/deed to secure
debt]
 [as amended by that certain agreement dated  , ___]
    1. Intentionally Omitted
 2. Non-Disturbance




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3. Attornment
 4. Notice to Tenant
 5. Notice to Lender and Right to Cure
 2




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##### 



6. Notices
 If to Tenant:Attention:Facsimile No.If to Lender:Attention:Facsimile No.
  7. Successors and Assigns
 8. Governing Law
 9. Miscellaneous
 3




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[NO FURTHER TEXT ON THIS PAGE]
 4




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LENDER:LEHMAN BROTHERS BANK, FSB, a
federal stock savings backBy:Name:Title:TENANT:,aBy:Name:Title:
   ,aBy:Name:Title:




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CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENT
 THIS CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENT        [LEHMAN BROTHERS BANK
FSB, a federal stock savings bank, having an address at [1000 West Street, Suite 200, Wilmington,
Delaware 19801]
  [FORTY-SIX MILLION FOUR
HUNDRED THOUSAND AND 00/100 DOLLARS ($46,400,000.00)]
       Assignment of Management Agreement
 1




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Borrowers Covenants
 Termination
 Estoppel
 Agreement by Borrower and Manager; Lenders Right to Replace Manager
 Subordination of Management Agreement
 2




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Subordination of Management Fees
 Consent and Agreement by Manager
 Further Assurances
 Assignment of Proceeds
 3




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Manager Not Entitled to Rents
 Governing Law
 Notices
  
 
 
 
 
  
  
 
 
 
 No Oral Change
 Liability
 4




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Inapplicable Provisions
 Headings, etc
 Duplicate Originals; Counterparts
 Number and Gender
 Secondary Market
 Miscellaneous
  [NO FURTHER TEXT ON THIS PAGE]
 5




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##### 



BORROWER:[BORROWER]By:Name:Title:LENDER:[LEHMAN BROTHERS BANK, FSB, a federal stock savings bank], individually and as Agent for one or more Co-LendersBy:Name:Title:MANAGER:
[MANAGER]By:Name:Title:




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Borrowing Base
 Consolidated Total Indebtedness to Gross Asset Value
 Minimum Mortgaged Property Debt Service
 Adjusted Consolidated EBITDA to Consolidated Fixed Charges
 Minimum Consolidated Tangible Net Worth
 Borrowing; Base Assets
 provided




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Definitions
 Additional Commitment Request Notice
 Additional Guarantor
 Adjusted Consolidated EBITDA less
 Affiliate
 Agent
 Agents Head Office
 Agents Special Counsel
 Agreement
 Agreement Regarding Fees
 2




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##### 



Applicable Margin
 RevolvingCreditLIBOR Rate
    
    Base RatePricing Level
    
    Ratio
    
    Loans
    
    LoansPricing Level 1
    
    Less than or equal to 50%
    
    
    1.15
    %
    
    
    0.00
    %Pricing Level 2
    
    Greater than 50% but less than
    
    
    1.25
    %
    
    
    0.00
    %or equal to 55%Pricing Level 3
    
    Greater than 55% but less than
    
    
    1.40
    %
    
    
    0.00
    %or equal to 60%Pricing Level 4
    
    Greater than 60% but less than
    
    
    1.55
    %
    
    
    0.25
    %or equal to 65%Pricing Level 5
    
    Greater than 65%
    
    
    1.90
    %
    
    
    0.50
    %
 st st st st
 Appraisal
 Appraised Value
 Arranger
 Assignment and Acceptance Agreement
 Assignment of Leases and Rents Exhibit C
 Assignment of Loan Documents
 Authorized Officer
 Balance
Sheet Date
 Bankruptcy Code
 3




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##### 



Base Rate
 Base Rate Loans
 Borrower
 Borrowing Base
 Breakage Costs
 Building
 Business Day
 Capital Improvement Reserve
 Capitalization Rate
 Capitalized Lease
 Cash Equivalents 4
      provided however
 CERCLA
 Change of Control
     5
      Closing Date
 Code
 Collateral
 Commitment Schedule 1
 Commitment Increase
 Commitment
Increase Date
 Commitment
Percentage Schedule 1
 Compliance Certificate
 Condemnation Proceeds
 6
      Consolidated
 Consolidated EBITDA
 Consolidated Fixed Charges plus plus
 Consolidated Interest Expense plus
 Consolidated Tangible Net Worth
 Consolidated Total Indebtedness
 Construction in Progress
 Contribution Agreement
 Conversion/Continuation Request
 Debt Offering
 7
      Default
 Default Rate
 Delinquent Lender
 Derivatives Contract
 Derivatives Termination Value
 Distribution
 Dollars $
 Domestic Lending Office Schedule 1
 8
      Drawdown Date
 EBITDA
 Eligible Real Estate
       Eligible Real Estate Qualification Documents Schedule 1.2
 Employee Benefit Plan
 Environmental Engineer
 9
      Environmental Laws
 Equity Interests
 Equity Offering
 Equity Percentage
 ERISA
 ERISA Affiliate
 ERISA Reportable Event
 Event of Default
 Federal Funds Effective Rate
 Funds from Operations
 10
      GAAP
 Gross Asset Value
       11
      Guaranteed Pension Plan
 Guarantors
 Guaranty
 Hazardous Substances
 Implied Debt Service
 Increase
Notice
 Indebtedness
 12
      Indemnity Agreements Exhibit E
 Insurance Proceeds
 Interest Expense
 Interest Payment Date
 Interest Period provided however
 13
      provided
     Investments provided however
 Issuing Lender
 14
      Joinder Agreement Exhibit
 KevBank
 Land Assets
 Lease Summaries
 Leases
 Lenders
 Letter of Credit
 Letter of Credit Liabilities
 Letter of Credit Request
 LIBOR
 15
      LIBOR Business Day
 LIBOR Lending Office Schedule 1
 Lien
 Loan Documents
 Loan Request
 Loan Loans
 Major Tenant
 Majority Lenders
 Management Agreements
 Material Adverse Effect
 16
      Maturity Date
 Moodys
 Mortgaged Property or Mortgaged Properties
 Mortgages Exhibit F
 Multiemployer Plan
 Net Income (or Loss)
 Net Offering Proceeds less
 Net Operating Income minus minus minus
 17
      Net Rentable Area
 Non-Recourse Exclusions
 Non-Recourse Indebtedness provided
 Notes
 Notice
 Obligations
 18
      OFAC
 Off-Balance Sheet Obligations
 Original Loan Agreement
 Original Note
 Outstanding
 Patriot Act
 PBGC
 Permitted Liens
 Person
 Plan Assets
 Potential Collateral
 19
      Preferred Distributions
 Preferred Securities
 Pricing Level
 RPB
 Real Estate
 Record
 Register
 REIT Status
 Release
 Rent Roll
 Required Lenders
 Reserve Percentage
 20
      Revolving Credit Base Rate Loans
 Revolving
Credit LIBOR Rate Loans
 Revolving
Credit Loan or Loans.
 Revolving Credit Notes
 SEC
 Security Documents
 S&P
 State
 Subordination, Attornment and Non-Disturbance Agreement
 Subsidiary
 Subsidiary
Guarantors
 21
      Survey
 Surveyor Certification
 Swing Loan
 Swing Loan Lender
 Swing Loan Commitment
 Swing Loan Note
 Taking
 Title
Insurance Company
 Title Policy
 22
      Total Commitment
 Type
 Unconsolidated Affiliate
 Unrestricted Cash and Cash Equivalents