##### 



LOAN AGREEMENT
 [LIBOR]
 BETWEEN
 PCAA SP, LLC, A DELAWARE LIMITED LIABILITY COMPANY
 AS BORROWER
 AND
 GMAC COMMERCIAL MORTGAGE BANK, A UTAH INDUSTRIAL BANK
 AS LENDER
 DATED AS OF OCTOBER 3, 2005




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TABLE OF CONTENTS
 PageARTICLE 1
    
    DEFINED TERMS AND CONSTRUCTION GUIDELINES
    
    
    11.01.
    
    Defined Terms
    
    
    11.02.
    
    General Construction
    
    
    11.03.
    
    Property
    
    
    1ARTICLE 2
    
    LOAN AMOUNT; PAYMENT TERMS; ADVANCES
    
    
    22.01.
    
    Commitment to Lend
    
    
    22.02.
    
    Calculation of Interest
    
    
    22.03.
    
    Payment of Principal and Interest
    
    
    42.04.
    
    Payments Generally
    
    
    62.05.
    
    Prepayment Rights
    
    
    72.06.
    
    Right of First and Last Refusal
    
    
    82.07.
    
    Interest Rate Cap/Hedge
    
    
    9ARTICLE 3
    
    CASH MANAGEMENT
    
    
    103.01.
    
    Lockbox
    
    
    10ARTICLE 4
    
    ESCROW AND RESERVE REQUIREMENTS
    
    
    104.01.
    
    Creation and Maintenance of Escrows and Reserves
    
    
    104.02.
    
    Tax Escrow
    
    
    124.03.
    
    Insurance Premium Escrow
    
    
    134.04.
    
    Capital Improvements/Deferred Maintenance Escrow Account
    
    
    144.05.
    
    Replacement Reserve Account
    
    
    144.06.
    
    Intentionally Omitted
    
    
    154.07.
    
    Intentionally Omitted
    
    
    154.08.
    
    Leasehold Payment Reserve Account
    
    
    15ARTICLE 5
    
    COMPLETION OF REPAIRS RELATED TO RESERVE ACCOUNTS; CONDITIONS TO RELEASE OF FUNDS
    
    
    165.01.
    
    Conditions Precedent to Disbursements from Certain Reserve Accounts
    
    
    165.02.
    
    Waiver of Conditions to Disbursement
    
    
    185.03.
    
    Direct Payments to Suppliers and Contractors
    
    
    185.04.
    
    Performance of Reserve Items
    
    
    18ARTICLE 6
    
    LOAN SECURITY AND RELATED OBLIGATIONS
    
    
    19
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TABLE OF CONTENTS
 Page6.01.
    
    Security Instrument and Assignment of Rents and Leases
    
    
    196.02.
    
    Assignment of Property Management Contract
    
    
    196.03.
    
    Assignment of Rate Cap Agreement
    
    
    196.04.
    
    Assignment of Operating Agreements
    
    
    196.05.
    
    Pledge as Property; Grant of Security Interest
    
    
    206.06.
    
    Environmental Indemnity Agreement
    
    
    206.07.
    
    Guaranty of Borrower Sponsors
    
    
    206.08.
    
    Letter of Credit
    
    
    20ARTICLE 7
    
    SINGLE PURPOSE ENTITY REQUIREMENTS
    
    
    217.01.
    
    Commitment to be a Single Purpose Entity
    
    
    217.02.
    
    Definition of Single Purpose Entity
    
    
    22ARTICLE 8
    
    REPRESENTATIONS AND WARRANTIES
    
    
    268.01.
    
    Organization; Legal Status
    
    
    268.02.
    
    Power; Authorization; Enforceable Obligations
    
    
    268.03.
    
    No Legal Conflicts
    
    
    268.04.
    
    No Litigation
    
    
    268.05.
    
    Business Purpose of Loan
    
    
    278.06.
    
    Warranty of Title
    
    
    278.07.
    
    Condition of the Property
    
    
    278.08.
    
    No Condemnation
    
    
    278.09.
    
    Requirements of Law
    
    
    278.10.
    
    Operating Permits
    
    
    278.11.
    
    Separate Tax Lot
    
    
    288.12.
    
    Flood Zone
    
    
    288.13.
    
    Adequate Utilities
    
    
    288.14.
    
    Public Access
    
    
    288.15.
    
    Boundaries
    
    
    288.16.
    
    Mechanic Liens
    
    
    288.17.
    
    Assessments
    
    
    288.18.
    
    Insurance
    
    
    28
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TABLE OF CONTENTS
 Page8.19.
    
    Leases
    
    
    298.20.
    
    Management Agreement
    
    
    298.21.
    
    Financial Condition
    
    
    298.22.
    
    Taxes
    
    
    298.23.
    
    No Foreign Person
    
    
    298.24.
    
    Federal Regulations
    
    
    308.25.
    
    Investment Company Act; Other Regulations
    
    
    308.26.
    
    ERISA
    
    
    308.27.
    
    No Illegal Activity as Source of Funds
    
    
    308.28.
    
    Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws
    
    
    308.29.
    
    Brokers and Financial Advisors
    
    
    308.30.
    
    Equity Contribution
    
    
    308.31.
    
    Complete Disclosure; No Change in Facts or Circumstances
    
    
    318.32.
    
    Ground Leases
    
    
    318.33.
    
    Survival
    
    
    328.34.
    
    Philadelphia Joint Operation
    
    
    32Under
    
    certain circumstances, Borrower has
the right to exercise an option to lease from PCAA, and PCAA has an
obligation to lease to Borrower, one hundred fifty (150) parking spaces located on the PCAA Property
    
    
    32ARTICLE 9
    
    BORROWER COVENANTS
    
    
    329.01.
    
    Payment of Debt and Performance of Obligations
    
    
    329.02.
    
    Payment of Taxes and Other Lienable Charges
    
    
    329.03.
    
    Insurance
    
    
    339.04.
    
    Obligations upon Condemnation or Casualty
    
    
    389.05.
    
    Inspections and Right of Entry
    
    
    429.06.
    
    Leases and Rents
    
    
    429.07.
    
    Use of Property
    
    
    439.08.
    
    Maintenance of Property
    
    
    449.09.
    
    Waste
    
    
    44
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TABLE OF CONTENTS
 Page9.10.
    
    Compliance with Laws
    
    
    449.11.
    
    Financial Reports, Books and Records
    
    
    449.12.
    
    Performance of Other Agreements
    
    
    469.13.
    
    Existence; Change of Name; Location as a Registered Organization
    
    
    479.14.
    
    Property Management
    
    
    479.15.
    
    ERISA
    
    
    489.16.
    
    Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws
    
    
    489.17.
    
    Equity Contribution
    
    
    489.18.
    
    Net Worth Covenant
    
    
    489.19.
    
    Liquidity Covenant
    
    
    489.20.
    
    Ground Lease Covenants
    
    
    48ARTICLE 10
    
    NO TRANSFERS OR ENCUMBRANCES; DUE ON SALE
    
    
    5010.01.
    
    Prohibition Against Transfers
    
    
    5010.02.
    
    Lender Approval
    
    
    5110.03.
    
    Borrower Right to Partial Releases for Partial Release Price
    
    
    5110.04.
    
    Other Releases of the Mortgaged Property
    
    
    5410.05.
    
    OFAC Compliance ; Substantive Consolidation Opinion
    
    
    54ARTICLE 11
    
    EVENTS OF DEFAULT; REMEDIES
    
    
    5511.01.
    
    Events of Default
    
    
    5511.02.
    
    Remedies
    
    
    5711.03.
    
    Cumulative Remedies; No Waiver; Other Security
    
    
    5911.04.
    
    Enforcement Costs
    
    
    6011.05.
    
    Application of Proceeds
    
    
    6011.06.
    
    Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets
    
    
    60ARTICLE 12
    
    NONRECOURSE  LIMITATIONS ON PERSONAL LIABILITY
    
    
    6112.01.
    
    Nonrecourse Obligation
    
    
    6112.02.
    
    Full Personal Liability
    
    
    61
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TABLE OF CONTENTS
 Page12.03.
    
    Personal Liability for Certain Losses
    
    
    6112.04.
    
    No Impairment
    
    
    6212.05.
    
    No Waiver of Certain Rights
    
    
    63ARTICLE 13
    
    INDEMNIFICATION
    
    
    6313.01.
    
    Indemnification Against Claims
    
    
    6313.02.
    
    Duty to Defend
    
    
    63ARTICLE 14
    
    SUBROGATION; NO USURY VIOLATIONS
    
    
    6414.01.
    
    Subrogation
    
    
    6414.02.
    
    No Usury
    
    
    64ARTICLE 15
    
    SALE OR SECURITIZATION OF LOAN
    
    
    6515.01.
    
    Splitting the Note
    
    
    6515.02.
    
    Lender's Rights to Sell or Securitize
    
    
    6515.03.
    
    Dissemination of Information
    
    
    6615.04.
    
    Reserve Accounts
    
    
    6615.05.
    
    Securitization Indemnification
    
    
    6615.06.
    
    Additional Financial Information for Large Loans
    
    
    67ARTICLE 16
    
    BORROW FURTHER ACTS AND ASSURANCES PAYMENT OF SECURITY RECORDING CHARGES
    
    
    6816.01.
    
    Further Acts
    
    
    6816.02.
    
    Replacement Documents
    
    
    6916.03.
    
    Borrower Estoppel Certificates
    
    
    6916.04.
    
    Recording Costs
    
    
    7016.05.
    
    Publicity
    
    
    70ARTICLE 17
    
    LENDER CONSENT
    
    
    7017.01.
    
    No Joint Venture; No Third Party Beneficiaries
    
    
    7017.02.
    
    Lender Approval
    
    
    7017.03.
    
    Performance at Borrower's Expense
    
    
    7017.04.
    
    Non-Reliance
    
    
    71ARTICLE 18
    
    MISCELLANEOUS PROVISIONS
    
    
    7118.01.
    
    Notices
    
    
    71
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TABLE OF CONTENTS
 Page18.02.
    
    Entire Agreement; Modifications; Time of Essence
    
    
    7218.03.
    
    Binding Effect; Joint and Several Obligations
    
    
    7318.04.
    
    Duplicate Originals; Counterparts
    
    
    7318.05.
    
    Unenforceable Provisions
    
    
    7318.06.
    
    Governing Law
    
    
    7318.07.
    
    Consent to Jurisdiction
    
    
    7318.08.
    
    WAIVER OF TRIAL BY JURY
    
    
    7318.09.
    
    Good Faith
    
    
    74ARTICLE 19
    
    LIST OF DEFINED TERMS
    
    
    7419.01.
    
    Definitions
    
    
    74ARTICLE 20
    
    FUTURE FUNDINGS
    
    
    9020.01.
    
    General
    
    
    90
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Loan Number: 48442
 LOAN AGREEMENT
 (Libor Rate Loan)
 rd Borrower Lender
 Background
  Agreement
  ARTICLE 1
 DEFINED TERMS AND CONSTRUCTION GUIDELINES
 Defined Terms
 General Construction
 Property




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ARTICLE 2
 LOAN AMOUNT; PAYMENT TERMS; ADVANCES
 Commitment to Lend
 Loan Amount Approved
 Advance of Loan Amount
 Calculation of Interest
 Calculation Basis
 Initial Applicable Interest Rate and Interest Rate Adjustment Date Applicable Interest Rate Margin
 LIBOR Unascertainable
 Adjustment Due to Calculation Errors
 2




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Adjustment for Impositions on Loan Payment
 Increased Costs of Maintaining Interest
 Acceleration
 3




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Payment of Principal and Interest
 Payment at Closing
 Payment Dates Payment Due Date
 Maturity Date Maturity Date
 Extension of Maturity Date
 (i)
    
    Extension Option. Borrower has the
right to extend the Maturity Date of the Loan for two (2) additional,
consecutive, twelve-month
terms (each an Extension Term), with the first additional term
having twelve (12) months (First Extension Term) and
extending the Maturity Date to October 9, 2009 (First Extended
Maturity Date), and the second additional term having twelve
(12) months (Second Extension Term) and extending the First
Extended Maturity Date to October 9, 2010 (Second Extended
Maturity Date). Upon Borrowers proper and timely exercise of
 4




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its rights under this Section 2.03(d), the term Maturity Date shall
be deemed to mean the First Extended Maturity Date and, as
applicable, the Second Extended Maturity Date.(ii)
    
    Conditions Precedent to Maturity Date
Extension. Each of the following conditions must be satisfied in a
manner reasonably acceptable to Lender (or waived in writing by Lender)
as a condition precedent to extension of the Maturity Date:
       5




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Payments Generally
 Delivery of Payments
 Credit for Payment Receipt
 Invalidated Payments
 Late Charges
 6




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Default Interest Rate Default Rate
 Application of Payments
 Prepayment Rights
 Intentionally Omitted
 Prepayment ,
 (i)
    
    Borrower provides written notice to Lender of
its intent to prepay not more than sixty (60) days and not less than
thirty (30) days prior to the intended prepayment date.(ii)
    
    No Event of Default exists as of the date
Borrower delivers notice of intent to prepay and as of the date such
prepayment is made.(iii)
    
    Borrower pays the following prepayment
consideration (Prepayment Fee) with such prepayment:
 th
 7




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th
  (iv)
    
    Borrower pays with such prepayment all accrued
interest through the end of the thencurrent Interest Accrual Period
and all other outstanding amounts then due and unpaid under this Loan
Agreement and the other Loan Documents.(v)
    
    Lender acknowledges that the above Prepayment
Fee shall not be due in connection with a refinancing of the Loan
(including a possibly combined refinancing of the Loan and the existing
$126,000,000 loan from GMAC Commercial Mortgage Corporation to
affiliates of the Borrower), to the extent that the Lender and/or its
affiliates refinance a portion of Loan or the combined loans in an
aggregate amount of the Outstanding Loan Amount at the time of the
refinancing, provided that if the aggregate amount of the loans
refinanced by the Lender and/or its affiliates is less than the
Outstanding Loan Amount, the Prepayment Fee shall be reduced pro rata
by the portion of the Outstanding Loan Amount so refinanced by the
lender and its affiliates.
 Intentionally Omitted
 Prepayment as a Result of a Casualty or Condemnation or Charges on Lender
 Notice Irrevocable
 Right of First and Last Refusal
 8




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Refinancing Proposal
 Interest Rate Cap/Hedge
 Initial Interest Rate Cap ,
 Assignment to Lender as Collateral
 Credit Rating of Cap Provider; Replacement Upon Adverse Change in Rating A+
 9




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Borrowers Payment of Lender Review Expenses
 ARTICLE 3
 CASH MANAGEMENT
 Lockbox Property Banks
 ARTICLE 4
 ESCROW AND RESERVE REQUIREMENTS
 Creation and Maintenance of Escrows and Reserves
 Control of Reserve Accounts
 10




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Funds Dedicated to Particular Purpose
 Release of Reserves Upon Payment of Debt
 Release of Individual Reserve Account after Full Performance of Reserve Items
 11




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No Obligation of Lender
 No Waiver of Default
 Insufficient Amounts in a Reserve Account
 Tax Escrow
 Deposits to the Tax Reserve
 Disbursement from Tax Escrow Account
 Surplus or Deficiency in Tax Escrow Account
 12




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Changes in Amount of Taxes Due; Changes in the Monthly Tax Deposit
 Insurance Premium Escrow
 Deposits to Insurance Premium Escrow Account
 Payments of Insurance Premiums
 Intentionally Omitted
 Changes in Insurance Premium Amounts
 13




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Capital Improvements/Deferred Maintenance Escrow Account
 Capital Improvements/Defined Maintenance Escrow Generally
 Deposit to the Capital Improvements/Deferred Maintenance Escrow Account Capital Improvements/Deferred
Maintenance Deposit
 Disbursements from the Capital Improvements/Deferred Maintenance Escrow Account
 Reassessment of Required Deposit
 Replacement Reserve Account
 Replacement Reserve Generally
 Deposits to the Replacement Reserve Account Monthly Replacement Reserve Deposit
 Replacement Reserve Cap 14
         Disbursements from the Replacement Reserve Account
 Reassessment of Required Monthly Deposits
 4.06.
    
    Intentionally Omitted.4.07.
    
    Intentionally Omitted.4.08.
    
    Leasehold Payment Reserve Account.
 15




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Intentionally Omitted
 Deposits into the Leasehold Payment Reserve Account
 Payments of Leasehold Rents
 Deposit Reassessment
 ARTICLE 5
 COMPLETION OF REPAIRS RELATED TO RESERVE ACCOUNTS; CONDITIONS TO RELEASE OF FUNDS
 Conditions Precedent to Disbursements from Certain Reserve Accounts
 Disbursement only for Completed Repairs
 Partial Completion
 Disbursement Request; Maximum Frequency and Amount
 16




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No Existing Event of Default
 Responsible Officer Certificate
 (i)
    
    All information stated in the Disbursement
Request is true and correct in all material respects, each attachment
to the Disbursement Request is correct and complete in all material
respects, and if the attachment is a copy of the original, it is a true
and an accurate reproduction of the original;(ii)
    
    Each of the Reserve Items to be funded in
connection with the Disbursement Request was performed in a good and
workmanlike manner and in accordance with all Requirements of Law and
has been paid in full by Borrower;(iii)
    
    Subject to Section 5.03, each party that
supplied materials, labor or services has been paid in full (for the
portion for which disbursement is sought in the case of disbursements
authorized in accordance with Section 5.01(b) hereof); and(iv)
    
    In the case of disbursements authorized in
accordance with Section 5.01(b) hereof, the materials for which the
request are made are on-site at the Property and properly secured or
have been installed in the Property.
 Inspection to Confirm Completion
 Absence of Liens
 Payment of Lenders Expenses
 17




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Other Items Lender Deems Necessary
 Waiver of Conditions to Disbursement
 Direct Payments to Suppliers and Contractors
 Performance of Reserve Items
 Performance of Reserve Items
 Contracts
 Entry onto Property
 18




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Lender Remedy for Failure to Perform
 ARTICLE 6
 LOAN SECURITY AND RELATED OBLIGATIONS
 Security Instrument and Assignment of Rents and Leases
 Assignment of Property Management Contract
 Assignment of Rate Cap Agreement
 Assignment of Operating Agreements
 19




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Pledge as Property; Grant of Security Interest
 Environmental Indemnity Agreement
 Guaranty of Borrower Sponsors
 Letter of Credit Letter of Credit
 20




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Transferee
 ARTICLE 7
 SINGLE PURPOSE ENTITY REQUIREMENTS
 Commitment to be a Single Purpose Entity
    21




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Definition of Single Purpose Entity
 Borrower Criteria Single Purpose Entity
 (i)
    
    has not engaged and shall not engage in any
business or activity other than with respect to Borrower, the
ownership, operation and maintenance of the Property, and activities
incidental thereto;(ii)
    
    has not acquired or owned and shall not acquire
or own any assets other than with respect to Borrower, the Property and
such incidental Personal Property as may be necessary for the operation
of the Property. Borrower may not acquire additional property (whether
through purchase or lease of additional land) without the prior written
consent of Lender, which consent may be conditioned upon receipt of a
Rating Confirmation;(iii)
    
    if such entity is (A) a limited liability
company (other than a single member limited liability company which
satisfies the requirements of clause (iv) below, in which case
satisfaction of the provisions of Section 7.02 is not required), has
had and shall have at least one (1) member that satisfies the
requirements of Section 7.02(b) below and such member is its managing
member, or (B) a limited partnership, all of its general partners have
satisfied and shall satisfy the requirements of Section 7.02(b) below;(iv)
    
    if such entity is a single member limited
liability company, (A) such entity shall be formed and organized under
Delaware law and otherwise comply with all other Rating Agency criteria
for single member limited liability companies (including, without
limitation,
 22




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the inclusion of a springing member and delivery of
Delaware single member liability company opinions acceptable in all
respects to Lender and to the Rating Agencies); and (B) such entity
shall have at least one (1) Independent Director/Manager on its board
of directors/managers; provided however if this Loan becomes part of a
securitization and any Rating Agencys criteria at such time require at
least two (2) Independent Directors/Managers, Borrower shall appoint,
or cause the appointment of, a second Independent Director/Manager;(v)
    
    if such entity is a corporation, has had and
shall have at least one (1) Independent Director on its board of
directors, provided, however, if this Loan becomes part of a
Securitization and any Rating Agencys criteria at such time require at
least two (2) Independent Directors, Borrower shall appoint, or cause
the appointment of, a second Independent Director;(vi)
    
    has preserved and shall preserve its existence
as an entity duly organized, validly existing and in good standing (if
applicable) under the laws of the jurisdiction of its formation or
organization;(vii)
    
    has not merged or consolidated and shall not
merge or consolidate with any other Person;(viii)
    
    has not taken, and shall not take any action to dissolve, wind-up,
terminate or liquidate in whole or in part; to sell, transfer or
otherwise dispose of all or substantially all of its assets; to change
its legal structure; transfer or permit the direct or indirect transfer
of any partnership, membership or other Equity Interests, as
applicable, other than Permitted Transfers; issue additional
partnership, membership or other Equity Interests, as applicable; or
seek to accomplish any of the foregoing;(ix)
    
    shall not, without the unanimous written
consent of all Borrowers partners, members, or shareholders, as
applicable, and the written consent of one hundred percent (100%) of
the members of the board of directors of the Equity Owner or board of
managers in the case of a single member limited liability company,
including without limitation the Independent Director(s)/Manager(s):
(A) file or consent to the filing of any petition, either voluntary or
involuntary, to take advantage of any applicable insolvency,
bankruptcy, liquidation or reorganization statute; (B) seek or
consent to the appointment of a receiver, liquidator or any similar
official; or (C) make an assignment for the benefit of creditors;
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(x)
    
    shall not amend or restate its organizational
documents if such change would adversely impact the requirements set
forth in this Section 7.02;(xi)
    
    shall not own any subsidiary or make any
investment in, any other Person;(xii)
    
    shall not commingle its assets with the assets
of any other Person;(xiii)
    
    shall not incur any debt, secured or unsecured, direct or contingent
(including, without limitation, guaranteeing any obligation), other
than (A) the Loan and (B) customary unsecured trade payable incurred in
the ordinary course of owning and operating the Property, or capital
leases or installment financing contracts for shuttle buses, provided
the same do not exceed, in the aggregate, at any time a maximum amount
of four percent (4%) of the outstanding principal balance of the Loan,
and are paid within ninety (90) days of the date incurred (other than
the capital leases or installment financing contracts which shall be
paid in accordance with their terms);(xiv)
    
    shall maintain its records, books of account,
financial statements, accounting records and other entity documents
separate and apart from those of any other Person and maintain its bank
accounts separate and apart from those of any other Person who is not a
Borrower. Borrower agrees, if requested by Lender, to establish
separate bank accounts for all operating and collection accounts, all
such accounts to be in accordance with the terms and conditions of the
Lockbox Agreement;(xv)
    
    shall only enter into any contract or agreement
with any general partner, member, shareholder, principal or Affiliate
of Borrower or Guarantor, or any general partner, member, principal or
Affiliate thereof, upon terms and conditions that are intrinsically
fair and substantially similar to those that would be available on an
arms-length basis with third parties;(xvi)
    
    shall not maintain its assets in such a manner
that it will be costly or difficult to segregate, ascertain or identify
its individual assets from those of any other Person;(xvii)
    
    shall not assume or guaranty the debts of any other Person, hold
itself out to be responsible for the debts of another Person, or
otherwise pledge its assets for the benefit of any other Person or hold
out its credit as being available to satisfy the obligations of any
other Person;(xviii)
    
    shall not make any loans or advances to any other Person;
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(xix)
    
    shall file its own tax returns as required
under federal and state law;(xx)
    
    shall hold itself out to the public as a legal
entity separate and distinct from any other Person and conduct its
business solely in its own name and shall correct any known
misunderstanding regarding its separate identity;(xxi)
    
    shall maintain adequate capital for the normal
obligations reasonably foreseeable in a business of its size and
character and in light of its contemplated business operations;(xxii)
    
    shall allocate shared expenses (including, without limitation, shared
office space) and to use separate stationery, invoices and checks;(xxiii)
    
    shall pay (or cause the Property Manager, if any, to pay on behalf
of Borrower from Borrowers funds) its own liabilities (including,
without limitation, salaries of its own employees) from its own funds;
and(xxiv)
    
    shall not acquire obligations or securities of its partners, members
or shareholders, as applicable.
 Equity Owner Criteria Single Purpose
Entity
 (i)
    
    with respect to Section 7.02(a)(i) the Equity
Owner shall not engage in any business or activity other than being the
sole managing member or general partner, as the case may be, of the
Borrower and owning its Equity Interest in Borrower;(ii)
    
    with respect to Section 7.02(a)(ii), the Equity
Owner has not and shall not acquire or own any assets other than its
Equity Interest in Borrower; and(iii)
    
    with respect to Section 7.02(a)(xiii) the
Equity Owner has not and shall not incur any debt, secured or
unsecured, direct or contingent (including, without limitation,
guaranteeing any obligation).
 Equity Owner Criteria
 25




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ARTICLE 8
 REPRESENTATIONS AND WARRANTIES
  Organization; Legal Status
 Power; Authorization; Enforceable Obligations
 No Legal Conflicts
 No Litigation
 26




---



##### 



Business Purpose of Loan
 Warranty of Title
 Condition of the Property
 No Condemnation
 Requirements of Law
 Operating Permits
 27




---



##### 



Operating Permits
 Separate Tax Lot
 Flood Zone
 Adequate Utilities
 Public Access
 Boundaries
 Mechanic Liens
 Assessments
 Insurance
 28




---



##### 



Leases
 Management Agreement
 Financial Condition
 Taxes
 No Foreign Person
 29




---



##### 



Federal Regulations
 Investment Company Act; Other Regulations
 ERISA
 No Illegal Activity as Source of Funds
 Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering
Laws
 Brokers and Financial Advisors
 Equity Contribution
 30




---



##### 



Complete Disclosure; No Change in Facts or Circumstances
 Ground Leases
 Recording
 No Senior Liens
 Ground Lease Assignable
 Default
 Notice
 Cure
 Term
 New Lease
 Subleasing
 31




---



##### 



Survival
 Philadelphia Joint Operation
  ARTICLE 9
 BORROWER COVENANTS
 Payment of Debt and Performance of Obligations
 Payment of Taxes and Other Lienable Charges
 Payment Obligation
 Right to Contest
 32




---



##### 



Insurance
 Insurance Required During the Loan Term
 (i)
    
    Property Insurance. Casualty insurance
must be maintained for the Improvements and all Personal Property
insuring against any peril now or hereafter included within the
classification all risks of physical loss and in an amount at all
times equal to the full
 33




---



##### 



replacement cost (as reasonably determined and
adjusted from time to time by Lender) of the Improvements and Personal
Property (without taking into account any depreciation and exclusive of
excavations, footings and foundations, landscaping and paving), without
any exclusions for windstorms. In all cases where (A) the outstanding
principal balance on the Note exceeds $5,000,000.00, or (B) any part of
the Improvements constitutes a legal non-conforming use under the
Requirements of Law, such insurance must include Ordinance of Law
Coverage, with Time Element, Loss to the Undamaged Portion of the
Building, Demolition Cost and Increased Cost of Construction
endorsements, in the amount of coverage requested by Lender. The
policy must name Lender as an insured mortgagee under a standard
mortgagee clause. The deductible shall not exceed $10,000.00 for each
Individual Property.(ii)
    
    Insurance against Acts of Terrorism.
The insurance coverage provided under Section 9.03(a) in effect as of
the Closing Date and during the Loan Term must also insure against loss
or damage resulting from acts of terrorism or comparable coverage
acceptable to Lender in its discretion. The deductible shall not exceed
$10,000.00 for each Individual Property.(iii)
    
    Boiler and Machinery Insurance. Broad
form boiler and machinery insurance (without exclusion for explosion)
and systems breakdown coverage must be maintained, covering all steam
boilers, pipes, turbines, engines or other pressure vessels, electrical
machinery, HVAC equipment, refrigeration equipment and other similar
mechanical equipment located in, on or about the Property in such
amount per accident equal to the full replacement cost thereof (as
reasonably determined and adjusted from time to time by Lender) and
also providing coverage against loss of occupancy or use arising from
any breakdown thereof. The policy must name Lender as an insured under
a standard joint loss clause and provide that all proceeds are to be
paid to Lender.(iv)
    
    Flood Insurance. Flood insurance must
be maintained if any portion of the Improvements is located in an area
identified by the Federal Emergency Management Agency or any successor
thereto as a 100-year flood zone or special hazard area. The required
coverage amount shall be equal to the full replacement cost of the
Improvements and Personal Property (without taking into account any
depreciation and exclusive of excavations, footings and foundations,
landscaping and paving). Such coverage may need to be purchased
through excess carriers if the required coverage exceeds the maximum
insurance available for the Property under the then-current guidelines
published by the Federal Emergency
 34




---



##### 



Management Agency or any successor
thereto. The policy must name Lender as an insured mortgagee under a
standard mortgagee clause.(v)
    
    Business Interruption. Business
interruption insurance must be maintained in an amount sufficient to
provide the lost Operating Income for the Property for a period of not
less than one (1) year from the date of Casualty, with a six (6) month
extended period of indemnity (but a minimum of eighteen (18) months
with a six (6) month extended period of indemnity at all times during
which the outstanding principal balance of the Note is greater than
$25,000,000 and a minimum of eighteen (18) months with a twelve (12)
month extended period of indemnity at all times during which the
outstanding principal balance of the Note is greater than
$50,000,000). The policy must name Lender as a loss payee and
provide that all proceeds are to be paid to Lender.(vi)
    
    Liability Insurance. Commercial
general liability insurance coverage must be maintained, covering
bodily injury or death and property damage, including all legal
liability to the extent insurable and all court costs, legal fees and
expenses, arising out of, or connected with, the possession, use,
leasing, operation, maintenance or condition of the Property in such
amounts generally required by institutional lenders for properties
comparable to the Property but in no event for a combined single limit
of less than $2,000,000 aggregate and $1,000,000 per occurrence. The
required coverage must provide for claims to be made on an occurrence
basis. The policy must name Lender as an additional insured. The
insurance coverage required under this subsection (vi) may be satisfied
by a layering of Commercial General Liability, Umbrella and Excess
Liability Policies, but in no event will the Commercial General
Liability policy be written for an amount less than $1,000,000 per
occurrence and $2,000,000 aggregate for bodily injury and property
damage liability, Lender may require umbrella coverage which will be
evaluated on a case-by-case basis, but in no event less than
$25,000,000.(vii)
    
    Workers Compensation Insurance.
Workers compensation insurance must be maintained with respect to all
employees employed at the Property, in compliance with the laws of the
state in which the Property is located.(viii)
    
    Earthquake Insurance. If the Property is located in a high
earthquake hazard area, earthquake insurance must be maintained in an
amount equal to the full replacement value of the Property and for loss
of revenues and be in form, amount and with
 35




---



##### 



deductibles satisfactory to
Lender but in no event greater than 10% of the Allocated Loan Amount.(ix)
    
    Garage Keepers Insurance. Garage
keepers insurance in form and substance acceptable to Lender must be
maintained in the amount of $2,500,000 for each Individual Property and
must name Lender as an insured mortgagee under a standard mortgage
clause.(x)
    
    Automobile Insurance. Comprehensive
automobile liability insurance must be maintained for all owned and
non-owned vehicles used in connection with the operation, maintenance,
or management of the Property and in an amount of not less than
$1,000,000 per occurrence.(xi)
    
    Other Coverage. Without limiting
Lenders rights under this Section 9.03(a), Lender may also require
Borrower to maintain builders risk insurance during any period of
construction, renovation or alteration of the Improvements, dram shop
or similar coverage if alcoholic beverages are sold at the Property,
fidelity bond coverage for employees handling Rents and other income
from the Property, environmental insurance, sinkhole coverage and other
insurance with respect to the Property or on any replacements or
substitutions thereof or additions thereto against other insurable
hazards or casualties which at the time are commonly insured against in
the case of property similarly situated, due regard being given to the
height and type of buildings, their construction, location, use and
occupancy.
 Qualified Insurers; Lenders Consent
 Policy Requirements
 36




---



##### 



Evidence of Insurance
  Lenders Right to Obtain Insurance for Borrower
 Additional Insurance
 37




---



##### 



Obligations upon Condemnation or Casualty
 Generally
 Lender Right to Pursue Claim Restoration Proceeds
 Application of Restoration Proceeds; Restoration Obligations
 38




---



##### 



Condition to Release of Restoration Proceeds for Restoration
 (i)
    
    The Restoration Proceeds recovered are less
than the outstanding principal balance of the Loan.(ii)
    
    No Event of Default exists.(iii)
    
    Borrower demonstrates to Lenders satisfaction
that the Restoration Proceeds are sufficient to pay in full the
estimated cost to complete Restoration and any shortfalls in Operating
Income as a result of such Casualty or Condemnation that are
anticipated until Restoration is substantially completed, or, if the
Restoration Proceeds are determined by Lender to be insufficient to pay
such costs in full, Borrower deposits with Lender, in cash or by a cash
equivalent acceptable to Lender, the additional amount estimated by
Lender to be necessary to pay the full cost of Restoration
(Restoration Deficiency Deposit).(iv)
    
    Intentionally Omitted.(v)
    
    Restoration can be completed not later than the
earlier of (A) twelve (12) months from the date the Casualty or
Condemnation occurred, (B) the earliest date by which completion is
required under the Requirements of Law to preserve the right to rebuild
the
 39




---



##### 



Improvements as they existed prior to the Casualty or Condemnation, (C)
the expiration of Borrowers business interruption insurance, or (D)
six (6) months prior to the Maturity Date (without taking into
consideration any unexercised extension).(vi)
    
    If a Condemnation has occurred, (A) less than
ten percent (10%) of the Land is taken and the land taken is along the
perimeter or periphery of the Land, and (B) no portion of any
structural
Improvements are taken which would have a Material Adverse Effect.(vii)
    
    If a Casualty has occurred, (A) less than 10%
of the paved parking area of the Individual Property is damaged or
rendered unusable by the Casualty, and (B) no portion of any structural
Improvements are damaged or rendered unusable which would have a
Material Adverse Effect.(viii)
    
    Intentionally Omitted.(ix)
    
    The Property and its use after completion of
Restoration will be in compliance in all material respects with, and
permitted under, all Requirements of Law.
 Disbursement Procedure; Holdback
 (i)
    
    Disbursements for Restoration.
  40




---



##### 



Restoration
Holdback
  (ii)
    
    Disbursements for Shortfalls in Operating
Income. Provided that Lender determines that the Restoration
Proceeds are sufficient to pay in full the estimated cost to complete
Restoration, Lender will disburse Restoration Proceeds not reserved for
Restoration to pay the shortfall in Operating Income necessary to pay
(A) first, the debt service payments due from Borrower on each Payment
Due Date falling due from the date of the Casualty or Condemnation
through the date on which Restoration is substantially completed and
(B) then, any Operating Expenses approved by Lender. Lender may
require satisfactory evidence that Operating Expenses to be paid have
been incurred and may issue payments directly to the Person entitled to
the payment claimed as an Operating Expense.(iii)
    
    Restoration Proceeds Deemed
Insufficient. If, in Lenders judgment, at any time during
Restoration, the undisbursed portion of the Restoration Proceeds shall
not be sufficient to pay the costs remaining for Restoration to be
completed or to pay any shortfall in Operating Income needed to pay in
full Borrowers debt service payments on the Loan and Operating
Expenses anticipated to be incurred during the period of Restoration,
Borrower shall deposit
 41




---



##### 



the deficiency with Lender, in cash or by a cash
equivalent acceptable to Lender (also called a Restoration
Deficiency Deposit), within ten (10) days after Lenders notice of
such deficiency, and no further disbursement of the Restoration
Proceeds will be made until such funds are deposited. Amounts held
by Lender as the Restoration Deficiency Deposit shall be disbursed in
accordance with this Section 9.04.(iv)
    
    Consequence of Event of Default.
Lender shall not be obligated to disburse Restoration Proceeds or
amounts from the Restoration Holdback when an Event of Default exists,
and upon the occurrence of an Event of Default, any undisbursed portion
of the Restoration Proceeds (including the Restoration Deficiency
Deposit and the Restoration Holdback) may, at Lenders option, be
applied against the Loan, whether or not then due or accelerated, in
such order and manner as Lender determines.(v)
    
    Surplus Restoration Proceeds After
Restoration Completion. Any Restoration Proceeds remaining after
full payment of Restoration costs and unpaid expenses due to Lender for
which Lender is permitted reimbursement under this Section 9.04 shall
be released to Borrower provided no Event of Default exists, and
Borrower delivers evidence satisfactory to Lender that (i) Restoration
has been fully completed in accordance with all Requirements of Law and
(ii) the Property is free and clear of all Liens which may be asserted
with respect to the Restoration.
 Inspections and Right of Entry
 Leases and Rents
 Right to Enter into New Leases Permitted Leases
 42




---



##### 



Leasing Decisions
 Observance of Lessor Obligations
 Use of Property
 43




---



##### 



Maintenance of Property
 Waste
 Compliance with Laws
 Obligation to Perform
 Right to Contest provided that
 Financial Reports, Books and Records
 Delivery of Financial Statements
 44




---



##### 



(i)
    
    if requested by Lender (but not more often than
once per calendar quarter), a Rent Roll;(ii)
    
    as soon as available, but in any event within
sixty (60) days after the end of each fiscal quarter, a quarterly
operating statement for Borrower detailing the Operating Income
received, Operating Expenses incurred, the cost of all Capital
Improvements and Replacements performed or paid during such quarter,
and the Debt Service Coverage Ratio as of the end of such fiscal
quarter;(iii)
    
    within sixty (60) days after the end of each
fiscal quarter, a quarterly, Compliance Certificate;(iv)
    
    as soon as available, but in any event within
one hundred twenty (120) days after the close of Borrowers fiscal
year, (A) an annual operating statement for each Property presented on
a basis consistent with the quarterly operating statements described
above and audited by an independent certified public accountant; (B) an
annual balance sheet and profit and loss statement for Borrower audited
by an independent certified public accountant; and (C) a statement of
change of financial position of Borrower, setting forth in comparative
form the figures for the previous fiscal year;(v)
    
    if requested by Lender, an annual operating
budget for Borrower presented on a monthly basis consistent with the
information required in the quarterly operating statement described
above which budget shall be subject to Lenders approval; and(vi)
    
    such other financial information or property
management information (including, without limitation, copies of
Borrowers state and federal tax returns, information on tenants under
Leases to the extent such information is available to Borrower, and an
accounting of security deposits) as may reasonably be required by
Lender from time to time.
  Lender Audit Rights
 45




---



##### 



Financial Reports From Guarantors and Equity Owner
 Data Delivery Failure
 Performance of Other Agreements
 46




---



##### 



Existence; Change of Name; Location as a Registered Organization
 Property Management
   47




---



##### 



ERISA
 Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering
Laws
 Equity Contribution
 Net Worth Covenant .
 Liquidity Covenant
 Ground Lease Covenants
 48




---



##### 



Additional Covenants Section 9.20(b)
 Default
 49




---



##### 



Cancellation or Termination
 Ground Lease Estoppel Certificate
 No Liability
 Bankruptcy
 Taxes
 ARTICLE 10
 NO TRANSFERS OR ENCUMBRANCES; DUE ON SALE
 Prohibition Against Transfers
 50




---



##### 



Lender Approval MIC MAPC Creditors Credit Facilities
 Borrower Right to Partial Releases for Partial Release Price
 Right to Release Partial Release
 51




---



##### 



Partial Release Date
 (i)
    
    No Event of Default shall exists at the time
Borrower requests a Partial Release or on the Partial Release Date.(ii)
    
    On or before the Partial Release Date, Borrower
shall deliver to Lender 125% of the Allocated Loan Amount (the
Partial Release Price allocated to the Release Property under
this Loan Agreement.(iii)
    
    Borrower pays to Lender a release fee equal to
(A) one percent (1.00%) of the Partial Release Price for the applicable
Property during the first twelve (12) months of the term of the Loan;
(B) zero and one-half of one percent (0.50%) of the Partial Release
Price for the applicable Property during the thirteenth
(13th) through the eighteenth (18th) months of
the term of the Loan; or (C) no release fee thereafter. Such release
fee is in lieu of any prepayment fee that might otherwise be payable in
connection with such Partial Release Price under Section 2.05 of this
Agreement.(iv)
    
    As of the Partial Release Date, and, after
giving effect to the Partial Release to occur on such date, (A) the
Debt Service Coverage Constant Ratio is at least 1.00:1.00, the Debt
Service Coverage Ratio is at least 1.50:1.00 and (C) the Loan to Value
Ratio is at least 75%; each as determined by Lender.(v)
    
    The Property remaining after the Partial
Release (and all prior Partial Releases) continues to be in material
compliance with all Requirements of Law (including, without limitation,
all zoning and subdivision laws, setback requirements, parking ratio
requirements and use requirements), has direct access to a public right
of way and is subject to no material encroachments from the Release
Property and the applicable requirements of any Leases, and shall be
assessed for real estate tax purposes as one or more wholly independent
tax lot or lots, separate from any other property (including, without
limitation, the Release Property).(vi)
    
    Borrower has delivered to Lender forms of all
documents necessary to release the Release Property from the liens
created by the Security Instrument, Assignment of Rents and Leases and
related UCC financing statements, each in appropriate form required by
the state in which the Release Property is located and otherwise
reasonably satisfactory to Lender in all respects.(vii)
    
    Borrower has obtained a Rating Confirmation.
 52




---



##### 



(viii)
    
    Borrower has delivered a Compliance Certificate along with a
certificate from a Responsible Officer certifying that the requirements
set forth in this Section 10.03 have been satisfied in all material
respects.(ix)
    
    Borrower has paid all amounts then due and
payable under the Loan Documents through (and including) the Release
Date and in connection with the Partial Release.(x)
    
    Lender shall have received a copy of a deed
conveying all of the Borrowers right, title and interest in and to the
Release Property to a Person and a letter from Borrower countersigned
by a title insurance company acknowledging receipt of such deed and
agreeing to record such deed in the real estate records of the
appropriate recording office in which the Release Property is located.
  Partial Release of Part of Oklahoma City Parcel Excess Parcel
 (i)
    
    No Event of Default shall exist at the time
Borrower requests a Partial Release or on the Partial Release Date.(ii)
    
    Borrower has delivered to Lender forms of all
documents necessary to release the Release Property from the liens
created by the Security Instrument, Assignment of Rents and Leases and
related UCC financing statements, each in appropriate form required by
the state in which the Release Property is located and otherwise
reasonably satisfactory to Lender in all respects.
 Reimbursement of Lender Expenses
 53




---



##### 



Liens of Security Instrument Otherwise Unaffected
 Other Releases of the Mortgaged Property ,
 OFAC Compliance ; Substantive Consolidation Opinion
 54




---



##### 



ARTICLE 11
 EVENTS OF DEFAULT; REMEDIES
 Events of Default Event of Default
    Intentionally Omitted
     55




---



##### 



56




---



##### 



Remedies
 Acceleration
 Recovery of Unpaid Sums
 Foreclosure
 57




---



##### 



Receiver
 Recovery of Possession
 UCC Remedies
 Apply Funds in Reserve Accounts
 Insurance Policies
 58




---



##### 



Application of Letter of Credit
 Protection of Lenders Security and Right to Cure
 Violation of Laws
 Purchase of Rate Cap by Lender
 Cumulative Remedies; No Waiver; Other Security
 59




---



##### 



Enforcement Costs
 Application of Proceeds
 Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets
   60




---



##### 



Credit Agreement
  ARTICLE 12
 NONRECOURSE
 LIMITATIONS ON PERSONAL LIABILITY
 Nonrecourse Obligation
 Full Personal Liability
 Personal Liability for Certain Losses
    61




---



##### 



No Impairment
 62




---



##### 



No Waiver of Certain Rights
 ARTICLE 13
 INDEMNIFICATION
 Indemnification Against Claims Indemnified Claims
 Duty to Defend
 63




---



##### 



ARTICLE 14
 SUBROGATION; NO USURY VIOLATIONS
 Subrogation
 No Usury
 64




---



##### 



ARTICLE 15
 SALE OR SECURITIZATION OF LOAN
 Splitting the Note provided, however
 Lenders Rights to Sell or Securitize
 65




---



##### 



Schedule 15.02.1 Schedule 15.02.2
 Dissemination of Information Disclosure Document
 Reserve Accounts
 Securitization Indemnification
 66




---



##### 



Issuer Person Issuer Group Underwriter
Group Securities
Liabilities
 Additional Financial Information for Large Loans
  67




---



##### 



ARTICLE 16
 BORROW FURTHER ACTS AND ASSURANCES PAYMENT OF SECURITY RECORDING CHARGES
 Further Acts
 68




---



##### 



Replacement Documents
 Borrower Estoppel Certificates
 Borrower Information
 Tenant Estoppels
 Lender Statement of Loan Information
 69




---



##### 



Recording Costs
 Publicity
 ARTICLE 17
 LENDER CONSENT
 No Joint Venture; No Third Party Beneficiaries
 Lender Approval
 Performance at Borrowers Expense
 70




---



##### 



Non-Reliance
 ARTICLE 18
 MISCELLANEOUS PROVISIONS
 Notices
 71




---



##### 



Address for Lender:
    
    GMAC Commercial Mortgage Corporation200 Witmer RoadHorsham, PA 19044Attn.: Servicing Accounting  ManagerFax: 215-328-3478With required copies to:GMAC Commercial Mortgage Corporation200 Witmer RoadHorsham, PA 19044Attn.: PLG Asset ManagerFax: 215-328-1190and
    
    GMAC Commercial Mortgage Bank6955 Union Park Center, Suite 330Midvale, UT 84047Attn: PresidentFax: 801-567-2681and
    
    Dechert LLPBank of America Corporate Center100 North Tryon StreetSuite 4000Charlotte, NC 28202Attn: Timothy J. BoyceFax: 704-339-3101Address for Borrower:
    
    PCAA SP, LLC8225 Firestone Boulevard, Suite 502Downey, CA 90241Attn.: Gregory AndrewsFax: 562-287-1334and
    
    PCAA SP, LLC125 West 55th Street, 22nd FloorNew York, NY 10019Attention: General Counseland
    
    Dykema Gossett PLLC400 Renaissance CenterDetroit, MI 48243Attn: Aleks MiziolekFax: 313-568-6832
 Entire Agreement; Modifications; Time of Essence
 72




---



##### 



Binding Effect; Joint and Several Obligations
 Duplicate Originals; Counterparts
 Unenforceable Provisions
 Governing Law
 Consent to Jurisdiction
 WAIVER OF TRIAL BY JURY . BORROWER AND LENDER EACH WAIVE THEIR RESPECTIVE
RIGHT, TO THE FULLEST EXTENT PERMITTED BY LAW, AND AGREE NOT TO ELECT A TRIAL BY JURY WITH RESPECT
TO ANY ISSUE ARISING OUT OF THIS LOAN AGREEMENT, ANY OTHER LOAN
 73




---



##### 



DOCUMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER AND LENDER.
 Good Faith
 ARTICLE 19
 LIST OF DEFINED TERMS
 Definitions
 Affiliate
  Allocated Loan Amount
 Applicable Interest Rate
 Approved Budget
 Assignment of Interest Rate Cap
 Assignment of Leases and Rents
 Assignment of Property Management Contract
 Bankruptcy Code
 74




---



##### 



Borrower
 Business Day business day
 Capital Improvements/Deferred Maintenance
 Cash Flow Available for Debt Service less
 Casualty
 Closing Date
 Compliance Certificate
 Condemnation
 Control
 Data Delivery Failure
 75




---



##### 



.
 Data Delivery Failure Fee
 Debt
 Debt Service Coverage Ratio
 Debt Service Coverage Constant Ratio
 Default Rate
 Disbursement Request Exhibit B
 Disclosure Documents
 Environmental Indemnity
 76




---



##### 



Equity Interests
 Equity Owner
 ERISA
 Event of Default
 Extension Term
 First Extended Maturity Date
 First Extension Term .
 Force Majeure Event
 GAAP
 Governmental Authority
 Ground Lease
 Guarantor
 Guaranty
 Improvements
 77




---



##### 



Indemnified Claim
 Indemnified Parties
 Independent Director/Manager
 Individual Property
 Insurance Premium Escrow Account
 Insurance Premiums
  Interest Accrual Period  th th
 Interest Rate Adjustment Date
 Interest Rate Index
 78




---



##### 



Issuer Group
 Issuer Person
 Land
 Large Loan Statements
 Lease
 Lease Guaranty
 Leasehold Estate
 Lender
 Letter of Credit
 LIBOR Rate
 Lien
 Liquidity .
 Loan
 Loan Agreement
 79




---



##### 



Loan Amount
 Loan Constant
 Loan Documents
 Loan to Value Ratio
  Lockbox Agreement 
  Lockbox Trigger Event 
 Losses
 Major Lease
 Margin
 Material Adverse Effect
 80




---



##### 



Maturity Date
 Monthly Insurance Deposit
 Monthly Replacement Reserve Deposit
 Monthly Tax Deposit
 Moodys
 Net Worth
 Note
 Obligations
 OFAC List
 Operating Agreements
 81




---



##### 



Operating Expenses exclude
 Operating Income excluding
 Operating Permits
 Organizational Chart
 Other Charges
 82




---



##### 



Outstanding Loan Amount
 Partial Release
 Partial Release Date
 Partial Release Price
 Payment Due Date
 Permitted Encumbrances
      Permitted Lease
 83




---



##### 



Permitted Transfer
          Person
 Personal Property
 Prepayment Fee
 84




---



##### 



 Property 
 Property Management Contract
 Property Manager
 Property Manager
 Property Banks
 Qualified Transferee
      85




---



##### 



 Rate Cap 
 Rate Cap Agreement
 Rate Cap Provider
 Rate Cap Provider Consent .
 Rating Agencies
 Rating Confirmation
 Release Property .
 Rent Roll
 Rents
 86




---



##### 



Replacement Reserve Account
 Replacement Reserve Cap
 Replacements
 Requirements of Law
 Reserve Accounts
 Reserve Item
 Responsible Officer
 Restoration
 Restoration Deficiency Deposit
 Restoration Holdback
 Restoration Proceeds
 S & P
 87




---



##### 



Second Extended Maturity Date
 Second Extension Term
 Securities Act
 Securities Exchange Act
 Securities Liabilities
 Securitization Securitize
 Security Instrument
 Single Purpose Entity
 Standard Lease Form
 Strike Rate
 Tax Code
 Tax Escrow Account
 88




---



##### 



Taxes
 Title Insurance Policy
 Transfer
 (i)
    
    the sale, conveyance, assignment, grant of an
option with respect to, mortgage, deed in trust, pledge, grant of a
security interest in, or any other transfer, as security or otherwise,
of the Property or with respect to the Leases or Rents (or any
thereof);(ii)
    
    the grant of an easement across the Property
(other than minor easements not having a Material Adverse Effect) or
any other agreement granting rights in or restricting the use or
development of the Property (including, without limitation, air
rights);(iii)
    
    an installment sale wherein Borrower agrees to
sell the Property for a price to be paid in installments;(iv)
    
    an agreement by Borrower leasing all or a
substantial part of the Property for other than actual occupancy by a
space tenant thereunder; or(v)
    
    the issuance of additional partnership,
membership or other equity interests, as applicable.
 Transferee
 UCC
 89




---



##### 



Underwriter Group
 ARTICLE 20
 FUTURE FUNDINGS
 General La Guardia
Property Phoenix Property
    The La Guardia Disbursement
  (i)
    
    The Borrower shall have executed and delivered
an acceptable first mortgage and an assignment of leases and rents
encumbering such property in favor of Lender;(ii)
    
    The Title Insurance Policy shall be increased
by $7,200,000 and endorsed to include the La Guardia Property.(iii)
    
    The notional amount of the Rate Cap shall be
increased by $7,200,000.(iv)
    
    The Lender shall have received an opinion of
local counsel for the Borrower regarding the proper form and
enforceability of the
 90




---



##### 



mortgage and the assignment of leases and rents
encumbering such property.(v)
    
    No Event of Default shall have occurred and be
continuing under this Loan Agreement.(vi)
    
    Each of the representations and warranties of
the Borrower set forth in this Loan Agreement shall be true and
accurate as of the date of such disbursement.
  (i)
    
    The Allocated Loan Amount shall be $7,200,000
for the La Guardia Property, and Exhibit E will be deemed modified
accordingly.(ii)
    
    The following references shall be modified:
 (A)
    
    Exhibit G will be deemed modified
by any additional capital improvements identified by Lender in
writing.(B)
    
    the definition of Ground Lease
will be modified to reflect any ground lease associated with the
La Guardia Property, and individually or collectively with the
Ground Lease on the Columbus, Ohio property as the context of
the Loan Documents requires.(C)
    
    the Monthly Replacement Reserve
Deposit shall be increased by $785.83.(D)
    
    all references to Property shall
be deemed to include the La Guardia Property.(E)
    
    the Capital Improvements/Deferred
Maintenance Deposit shall be increased by an amount determined
by Lender, in its sole reasonable discretion.(F)
    
    the Replacement Reserve Cap and
any applicable Letter of Credit shall be increased by $9,430.(G)
    
    the Leasehold Payment Reserve
Account shall be increased by an amount equal to one months
rent under any ground lease of the La Guardia Property.
 (iii)
    
    The Prepayment Fee specified in Section
2.05(b)(iii)(A) shall be reduced to eighty-eight one-hundredths percent
(0.88%), the Prepayment Fee specified in Section 2.05(b)(iii)(B) shall be reduced
to forty-four one-hundredths percent (0.44%) and the
 91




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release fee
applied to the Partial Release Price shall be reduced to 0.88% in
Section 10.03(a(iii)(A) and 0.44% in Section 10.03(a)(iii)(B).
 The Phoenix Disbursement
  (i)
    
    The Borrower shall have executed and delivered
an acceptable first deed of trust and an assignment of leases and rents
encumbering such property in favor of Lender.(ii)
    
    The Title Insurance Policy shall be increased
by $2,790,000 and endorsed to include the Phoenix Property.(iii)
    
    The notional amount of the Rate Cap shall be
increased by $2,790,000.(iv)
    
    The Lender shall have received an opinion of
local counsel for the Borrower regarding the proper form and
enforceability of the deed of trust and the assignment of leases and
rents encumbering such property.(v)
    
    No Event of Default shall have occurred and be
continuing under this Loan Agreement.(vi)
    
    Each of the representations and warranties of
the Borrower set forth in this Loan Agreement shall be true and
accurate as of the date of such disbursement.
  (i)
    
    The Allocated Loan Amount shall be $2,790,000
for the Phoenix Property, and Exhibit E will be deemed modified
accordingly.(ii)
    
    The following references shall be modified:
 (A)
    
    Exhibit G will be deemed modified
by any additional capital improvements identified by Lender in
writing.(B)
    
    the Monthly Replacement Reserve
Deposit shall be increased by $550.00.(C)
    
    all references to Property shall
be deemed to include the Phoenix Property.
 92




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(D)
    
    the Capital Improvements/Deferred
Maintenance Deposit shall be increased by $600,000.(E)
    
    the Replacement Reserve Cap and
any applicable Letter of Credit shall be increased by $6,600.
 (iii)
    
    The equity investment described in Sections
8.30 and 9.17 shall be increased by $1,235,000.
 93




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Loan Number: 48442
 Attachments:Schedule 8.01
    
    Exceptions to Required ApprovalsSchedule 8.04
    
    LitigationSchedule 8.08
    
    Condemnation ProceedingsSchedule 8.09
    
    Exceptions to Compliance with Requirements of LawSchedule 8.10
    
    Exceptions to Required Licenses and PermitsSchedule 8.11
    
    Exceptions to Separate Tax LotsSchedule 8.15
    
    EncroachmentsSchedule 8.19(A)
    
    LeasesSchedule 8.19(D)
    
    Leases to Related PersonsSchedule 8.32
    
    Leases for which no memorandum has been recorded andChanges since Memorandum of LeaseExhibit A
    
    Compliance Certificate FormExhibit B
    
    Disbursement Request FormExhibit C
    
    Capital ImprovementsExhibit D
    
    Organizational ChartExhibit E
    
    Allocated Loan AmountExhibit F
    
    ReplacementsExhibit G
    
    List of PropertiesExhibit H
    
    Excess ParcelExhibit I
    
    Future Funding Conditions
 [Remainder of page is blank; signatures appear on next page.]




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LENDER:GMAC COMMERCIAL MORTGAGE BANK, a Utah industrial bankBy:
    
    /s/ Nancy BendokasName:
    
    Nancy BendokasTitle:
    
    Limited SignerBORROWER:PCAA SP, LLC, a Delaware limited liability companyBy:
    
    PCAA Parent, LLC, a Delaware limited liabilitycompany, its Sole MemberBy:
    
    Parking Company of America AirportsHoldings, LLC, a Delaware limited liabilitycompany, its Managing MemberBy:
    
    Macquarie Americas ParkingCorporation, a Delawarecorporation, its Managing MemberBy:
    
    /s/ Peter StokesName:
    
    Peter StokesTitle:
    
    Vice PresidentBorrowers State Identification Number:Borrowers Tax Identification Number:
 2




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PARKING COMPANY OF AMERICA AIRPORTS LLCBy:
    
    PCAA Parent, LLC, a Delaware limited liability
company, its Sole MemberBy:
    
    Parking Company of America Airports
Holdings, LLC, a Delaware limited liability company, its Managing MemberBy:
    
    Macquarie Americas
Parking Corporation, a Delaware corporation, its Managing MemberBy:
    
    /s/ Peter StokesName:
    
    Peter StokesTitle:
    
    Vice President
 3




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SCHEDULE 8.01
 Exceptions to Required Approvals
 1.
    
    St. Louis Site, Edmunson, Missouri, requires that a new certificate of occupancy be issued
after a transfer of real estate is completed. Borrower has made the necessary applications
but a final certificate of occupancy cannot be provided until the closing has occurred. Once
the closing occurs, the final certificate of occupancy will be pursued by Borrower diligently.




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SCHEDULE 8.04
 Litigation




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SCHEDULE 8.08
 Condemnation Proceedings
 1.
    
    Phoenix Site, Borrower is acquiring the Phoenix Site subject to a pre-existing purchase
agreement pursuant to which the City of Phoenix is acquiring 2,076 square feet of frontage
along East Washington Street along with a temporary construction easement and a public utility
easement. A copy of this purchase agreement was provided to Lender.




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SCHEDULE 8.09
 Exceptions to Compliance with Requirements of Law
 1.
    
    St. Louis Site, Edmunson, Missouri, requires that a new certificate of occupancy be issued
after a transfer of real estate is completed. Borrower has made the necessary applications
but a final certificate of occupancy cannot be provided until the closing has occurred. Once
the closing occurs, the final certificate of occupancy will be pursued by Borrower diligently.




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SCHEDULE 8.10
 Exceptions to Required Licenses and Permits
 1.
    
    St. Louis Site, Edmunson, Missouri, requires that a new certificate of occupancy be issued
after a transfer of real estate is completed. Borrower has made the necessary applications
but a final certificate of occupancy cannot be provided until the closing has occurred. Once
the closing occurs, the final certificate of occupancy will be pursued by Borrower diligently.




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SCHEDULE 8.11
 Exceptions to Separate Tax Lots




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SCHEDULE 8.15
 Encroachments




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SCHEDULE 8.19(A)
 Leases
 1.
    
    Buffalo, the Buffalo Site is subject to an office space lease in favor of Pasquale
Scarzamuzza dated July 1, 1992 which has been renewed on a year to year basis.




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SCHEDULE 8.19(D)
 Leases to Related Persons




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SCHEDULE 8.32
 Leases for which no memorandum has been recorded  and  Changes since Memorandum of Lease




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Exhibit A
 Compliance
Certificate Form




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##### 



COMPLIANCE CERTIFICATE
 Borrower Name:
 Property Address:
 GMACCM Loan Number:
 Loan Agreement GMAC
Commercial Mortgage Bank Lender
 Covered Period
  1.
    
    No Event of Default has occurred and is continuing [, and no event or condition exists that
would be an Event of Default if notice had been given or applicable grace/cure periods had
expired (or both).]2.
    
    Borrowers representations and warranties set forth in the Loan Documents [(including without
limitation, those in Article 8 of the Loan Agreement and in Article 2 of the Environmental
Indemnity Agreement)]are true and correct in all material respects.3.
    
    The Debt Service Coverage Ratio as of the end of the Covered Period is:
 Required:
    
    ___  to 1.0Actual:
    
    ___  to 1.0
 4.
    
    Guarantors Net Worth as of the end of the Covered Period is:
 Required:
    
    ___Actual:
    
    ___
 5.
    
    Guarantors Liquidity as of the end of the Covered Period is:
 Required:
    
    ___Actual:
    
    ___
 6.
    
    The following financial statements of Borrower (Financial Statements) attached hereto are
true, accurate and complete reports of the period covered thereby:
 [___] [monthly][quarterly][year-to-date] operating statement for the Property




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[___] [monthly][quarterly][year-to-date] balance statement[___] [monthly][quarterly][year-to-date] changes in financial position[___] [monthly][quarterly][year-to-date] profit/loss statement[___] [monthly][quarterly][year-to-date] statement detailing the amount and type
of Capital Expenditures completed at the Property during
          the applicable period
 [identify applicable financial statement and its date]
 7.
    
    No Transfer has occurred in violation of the Loan Agreement. If any change has occurred in
Borrowers Organizational Chart, a new Organizational Chart is attached hereto.8.
    
    The attached operating budget for the Property is a true, accurate and complete projection of
Operating Income, Operating Expenses and Capital Expenditures reasonably anticipated in good
faith for the period commencing on ___ and ending ___, inclusive.9.
    
    No floods, major plumbing or water leaks have occurred at the Property since the end of the
Covered Period in the last Compliance Certificate.10.
    
    No event or condition exists which, in Borrowers reasonable judgment, could have Material
Adverse Effect on Borrower, any Guarantor, the Property, the Property Manager or any Major
Lease.11.
    
    No change has occurred in the Property Manager or with respect to the Property Management
Contract. No event of default currently exists under the Property Management Contract[, and
no event or condition exists that would be an event of default under the Property Management
Contract if notice had been given or applicable grace/cure periods had expired (or both)].12.
    
    All policies of insurance required for the Loan are in full force and effect and in the
required coverage amounts. Borrower has not received notice that any insurance policy is to
be cancelled, not renewed, materially modified or existing coverage excluded.
 [OPTIONAL PROVISIONS, AS NEEDED]
 13.
    
    The Loan-to-Value Ratio as of the determination date is:
 Required:
    
    ___Actual
    
    ___
 2




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14.
    
    The outstanding principal balance of all indebtedness (other than the Loan) of Borrower is
___. Schedule A identifies each obligation, the purpose, and principal amount due.15.
    
    The outstanding principal balance of all indebtedness of Equity Owner is ___. Schedule
A identifies each obligation, the purpose, and principal amount due.16.
    
    No unpaid or unreimbursed construction or fit-up allowances are due to any tenant of a Major
Lease.17.
    
    The O&M Plan (as defined in the Environmental Indemnity Agreement) for [define purpose] is
being followed and maintained.18.
    
    The attached current budget for ______ [define scope of work, e.g. Capital
Improvements, Replacements]represents Borrowers good faith and reasonable estimate of the
funds needed to complete the required work. Any change in a budget item, scope of work, or
completion date since the end of the Covered Period in the last Compliance Certificate is
identified on Schedule A. [No material dispute exists between Borrower and any
contractor, supplier, subcontractor or material provider in connection with any work or
improvements being performed at the Property.]19.
    
    [Use this provision when repairs/improvements are required, but Lender has not escrowed,
reserved or held back funds to ensure completion]. The [define scope of work, e.g. Capital
Improvements] [have been completed][are progressing on schedule]in compliance with the
requirements of the Loan Agreement. All payments due to contractors, suppliers,
subcontractors and material providers in connection with such work have been paid in full, and
no Liens exists against the Property in connection with such work.
 3




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##### 



BorrowerDate:
    By:Name:Title:
 4




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Exhibit B
 Disbursement Request Form




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##### 



Exhibit C
 Capital Improvements
  2




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Exhibit D
 Organizational Chart
 3




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##### 



Exhibit E
 Allocated Loan Amount
 Buffalo
    
    -
    
    $
    9,100,000Houston
    
    -
    
    $
    1,100,000Columbus
    
    -
    
    $
    4,300,000Oklahoma City
    
    -
    
    $
    3,500,000Philadelphia
    
    -
    
    $
    10,250,000St. Louis
    
    -
    
    $
    20,500,000
 4




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Exhibit F
 Replacements
 5




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##### 



Exhibit G
 List of Properties
 1.
    
    Buffalo, NY2.
    
    Houston, TX3.
    
    Columbus, OH4.
    
    Oklahoma City, OK5.
    
    Philadelphia, PA6.
    
    St. Louis, MO
 6




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Exhibit H
 Oklahoma City Release Parcel
 7




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##### 



Exhibit I
 Future Funding Conditions
        Application
      8




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9




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10