exh10_1.htm


    Exhibit
10.1

    


    LOAN
AGREEMENT

    [FEI
Space]

    


    


    


    dated as
of June 28, 2001

    


    


    


    between

    


    


    LAKEPOINTE
ASSETS LLC,

    


    as
Borrower

    


    


    


    and

    


    


    


    LEGG
MASON REAL ESTATE SERVICES, INC.,

    


    as
Lender


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    LOAN
AGREEMENT

    


    


    THIS LOAN AGREEMENT (this "LOAN
AGREEMENT"), dated as of June 28, 2001, between
LAKEPOINTE ASSETS LLC, a Delaware limited liability company, having an address
c/o 5847 San Felipe Drive, Suite 2600, Houston, Texas 77057 ("BORROWER") and
LEGG MASON REAL ESTATE SERVICES, INC., a Pennsylvania corporation, having an
address at 100 Light Street, 32nd Floor, Baltimore, Maryland 21202 (the
"LENDER").

    


    


    BACKGROUND

    


    A.          Reference
is made to the Standard Terms and Conditions for this Loan Agreement attached as
EXHIBIT A hereto (the "STANDARD TERMS AND CONDITIONS"). The terms of this Loan
Agreement are set forth in the Standard Terms and

    Conditions.

    


    B.          Lender
has made a loan to Borrower in the principal amount of ONE HUNDRED EIGHTEEN
MILLION SEVEN HUNDRED THIRTY-FOUR THOUSAND EIGHT HUNDRED SIXTEEN DOLLARS AND
THIRTY-FIVE CENTS ($118,734,816.35) (the "LOAN") evidenced by the Note and
secured, in part, by the Security Documents.

    


    C.          Borrower
owns the Mortgaged Property described in the Deed of Trust, Security Agreement,
Assignment of Leases and Rents and Fixture Filing, executed effective as of the
date hereof, from Borrower for the benefit of Lender (the
"INDENTURE").

    


    D.          Borrower
has leased the Mortgaged Property to Tenant pursuant to the Lease.

    


    E.           Lender
is willing, on the terms and subject to the conditions set forth in this Loan
Agreement, to make the Loan to Borrower.

    


    NOW, THEREFORE, in consideration of the
premises, the agreements contained in this Loan Agreement, the making of the
Loan and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

     

                                 
Section 1.         Background. The
Background of this Loan Agreement is incorporated by reference.

     

                                 
Section 2.         Standard Terms
and Conditions. The Standard Terms and Conditions are incorporated by
reference.

    


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IN WITNESS WHEREOF, the parties have duly executed and delivered this Loan
Agreement as of the date first above written.

    


    


    
      	 
      	
              BORROWER:

            
	 
      	 
      
	 
      	
              LAKEPOINTE
      ASSETS LLC,

            
	 
      	
              a
      Delaware limited liability company

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      J. Richard Rosenberg

            
	 
      	
              Name:

            	
              J.
      Richard Rosenberg,

            
	 
      	
              Title:

            	
              Vice
      President and Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


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              LENDER:

            
	 
      	 
      
	 
      	
              LEGG
      MASON REAL ESTATE SERVICES, INC.,

            
	 
      	
              a
      Pennsylvania corporation

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      Judith M. Shewbridge

            
	 
      	
              Name:

            	
              Judith
      M. Shewbridge,

            
	 
      	
              Title:

            	
              Assistant
      Vice President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


    


    


    


    


    EXHIBIT
A

    


    [FEI
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    LOAN
AGREEMENT

    STANDARD
TERMS AND CONDITIONS

    


    


    


    


    


    


    


    


    
      
        

      



    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              TABLE
      OF CONTENTS

            
	 
      
	
              Article
      1       DEFINITIONS AND RULES OF
      CONSTRUCTION

            	 
      
	
              Section 1.01

            	
              Definitions

            	 
      
	
              Section 1.02

            	
              Resolution of Drafting
      Ambiguities

            	 
      
	
              Article
      2       THE NOTE

            	 
      
	
              Section 2.01

            	
              Form of Note

            	 
      
	
              Section 2.02

            	
              Payment of
Debt

            	 
      
	
              Section 2.03

            	
              [Intentionally
      Omitted]

            	 
      
	
              Section 2.04

            	
              Prepayment of the
      Note

            	 
      
	
              Section 2.05

            	
              Defeasance of the
      Note

            	 
      
	
              Section 2.06

            	
              Default Interest and Late
      Charge

            	 
      
	
              Article
      3       OBLIGATIONS
      SECURED/SECURITY/APPLICATION OF PAYMENTS

            	 
      
	
              Section 3.01

            	
              Obligations
      Secured

            	 
      
	
              Section 3.02

            	
              Other Security for Payment of
      the Note

            	 
      
	
              Section 3.03

            	
              Application of
      Payments

            	 
      
	
              Article
      4       COVENANTS

            	 
      
	
              Section 4.01

            	
              Insurance

            	 
      
	
              Section 4.02

            	
              Payment of Taxes and
      Impositions, etc

            	 
      
	
              Section 4.03

            	
              Escrow Fund

            	 
      
	
              Section 4.04

            	
              Changes in the Legal
      Requirements Regarding

            	 
      
	
              Taxation

            	 
      
	
              Section 4.05

            	
              No Credits on Account of the
      Debt

            	 
      
	
              Section 4.06

            	
              Documentary
    Stamps

            	 
      
	
              Section 4.07

            	
              Maintenance of Mortgaged
      Property

            	 
      
	
              Section 4.08

            	
              Books and
    Records

            	 
      
	
              Section 4.09

            	
              Performance of Other
      Agreements

            	 
      
	
              Section 4.10

            	
              ERISA

            	 
      
	
              Section 4.11

            	
              Hazardous
      Substances

            	 
      
	
              Article
      5       TRANSFER

            	 
      
	
              Section 5.01

            	
              Transfer
    Generally

            	 
      
	
              Section 5.02

            	
              Permitted Transfer of
      Beneficial Interest

            	 
      
	
              Section 5.03

            	
              Permitted Transfer of Mortgaged
      Property

            	 
      
	
              Section 5.04

            	
              No Impairment

            	 
      
	
              Section 5.05

            	
              Lender Consent

            	 
      
	
              Section 5.06

            	
              Cost of
Transfer

            	 
      
	
              Section 5.07

            	
              No Release of
      Liability

            	 
      
	
              Article
      6       SINGLE PURPOSE
      ENTITY

            	 
      
	
              Section 6.01

            	
              Separateness Representations
      and Covenants

            	 
      
	
              Article
      7       REPRESENTATIONS AND
      WARRANTIES

            	 
      
	
              Section 7.01

            	
              Organization

            	 
      
	
              Section 7.02

            	
              Authority

            	 
      
	
              Section 7.03

            	
              Consents

            	 
      
	
              Section 7.04

            	
              No Litigation

            	 
      
	
              Section 7.05

            	
              Agreements

            	 
      
	
              Section 7.06

            	
              Enforceability

            	 
      
	
              Section 7.07

            	
              Disclosure

            	 
      
	
              Section 7.08

            	
              No Default

            	 
      
	
              Section 7.09

            	
              Condemnation

            	 
      
	
              Section 7.10

            	
              Federal Reserve
      Regulations

            	 
      
	
              Section 7.11

            	
              Utilities and Public
      Access

            	 
      
	
              Section 7.12

            	
              Not Foreign
    Person

            	 
      
	
              Section 7.13

            	
              Indenture
Liens

            	 
      
	
              Section 7.14

            	
              Assignment of
      Leases

            	 
      
	
              Section 7.15

            	
              No Adverse
    Change

            	 
      
	
              Section 7.16

            	
              Lease and Management
      Agreements

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Section 7.17

            	
              Condition,
      Compliance

            	 
      
	
              Section 7.18

            	
              Related Party
      Loans

            	 
      
	
              Section 7.19

            	
              Service
    Contract

            	 
      
	
              Section 7.20

            	
              No Insolvency or
      Judgment

            	 
      
	
              Section 7.21

            	
              Separateness

            	 
      
	
              Section 7.22

            	
              Subleases

            	 
      
	
              Section 7.23

            	
              Taxes

            	 
      
	
              Section 7.24

            	
              No Broker

            	 
      
	
              Section 7.25

            	
              Investment Company
      Act

            	 
      
	
              Section 7.26

            	
              Compliance with ERISA and
      State Statutes on

            	 
      
	 
      	
              Governmental
    Plans

            	 
      
	
              Section 7.27

            	
              Hazardous
      Substances

            	 
      
	
              Article
      8       CASUALITY AND
      CONDEMNATION

            	 
      
	
              Section 8.01

            	
              Notice;
    Settlement

            	 
      
	
              Section 8.02

            	
              Restoration

            	 
      
	
              Section 8.03

            	
              Claims for Net
      Award

            	 
      
	
              Article
      9       EVENTS OF
      DEFAULT/REMEDIES

            	 
      
	
              Section 9.01

            	
              Events of
    Default

            	 
      
	
              Section 9.02

            	
              Remedies
    Generally

            	 
      
	
              Section 9.03

            	
              Right to Cure
      Defaults

            	 
      
	
              Section 9.04

            	
              Prepayment After Event of
      Default

            	 
      
	
              Section 9.05

            	
              Right of Entry

            	 
      
	
              Section 9.06

            	
              Remedies under Security
      Documents

            	 
      
	
              Section 9.07

            	
              Actions and
      Proceedings

            	 
      
	
              Section 9.08

            	
              Waiver of
      Counterclaim

            	 
      
	
              Section 9.09

            	
              Recovery of Sums Required to
      Be Paid

            	 
      
	
              Article
      10     LEASE/LEASE TERMINATION

            	 
      
	
              Section 10.01

            	
              The Lease, Management
      Agreements, Multi-Party

            	 
      
	 
      	
              Agreement and Other
      Leases

            	 
      
	
              Section 10.02

            	
              Permitted Lease Termination
      Events

            	 
      
	
              Article
      11     INDEMNIFICATION

            	 
      
	
              Section 11.01

            	
              General
      Indemnification

            	 
      
	
              Section 11.02

            	
              Tax
      Indemnification

            	 
      
	
              Article
      12             MISCELLANEOUS

            	 
      
	
              Section 12.01

            	
              Waiver of
    Notice

            	 
      
	
              Section 12.02

            	
              Remedies of
      Borrower

            	 
      
	
              Section 12.03

            	
              Sole Discretion of
      Lender

            	 
      
	
              Section 12.04

            	
              Non-Waiver

            	 
      
	
              Section 12.05

            	
              No Oral Change

            	 
      
	
              Section 12.06

            	
              Liability/Successor and
      Assigns

            	 
      
	
              Section 12.07

            	
              Unenforceable
      Provisions

            	 
      
	
              Section 12.08

            	
              Servicer

            	 
      
	
              Section 12.09

            	
              Duplicate
      Originals

            	 
      
	
              Section 12.10

            	
              Assignments

            	 
      
	
              Section 12.11

            	
              Risk of Loss,
    etc.

            	 
      
	
              Section 12.12

            	
              Cooperation

            	 
      
	
              Section 12.13

            	
              Recourse
      Provisions

            	 
      
	
              Section 12.14

            	
              Governing Law; Submission to
      Jurisdiction

            	 
      
	
              Section 12.15

            	
              Waiver of Jury
      Trial

            	 
      
	
              Section 12.16

            	
              Consent Specific/No Deemed
      Waiver

            	 
      
	
              Section 12.17

            	
              No Forfeiture

            	 
      
	
              Section 12.18

            	
              Notices

            	 
      
	
              Section 12.19

            	
              Estoppel
      Certificates

            	 
      
	
              Section 12.20

            	
              Usury Laws

            	 
      
	
              Section 12.21

            	
              Approval of RVI
      Insurer

            	 
      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              APPENDIX
      A – Definitions and Rules of Construction

            	 
      
	 
      	 
      	 
      
	
              EXHIBITS

            	 
      
	 
      	 
      
	
              A

            	
              Form of Note

            	 
      
	
              B

            	
              Other
    Properties

            	 
      
	
              C

            	
              Beneficial Owner Instrument of
      Accession and Assumption

            	 
      
	
              D

            	
              Certificate of Compliance and
      Release

            	 
      
	
              E

            	
              Instrument of Accession and
      Assumption

            	 
      
	
              F

            	
              Certificate of Compliance and
      Release

            	 
      


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
1

    


    DEFINITIONS
AND RULES OF CONSTRUCTION

    


    Section
1.01   Definitions. For purposes of this Loan Agreement,
capitalized terms used in this Loan Agreement and not otherwise defined in the
body of this Loan Agreement have the meanings ascribed to them in APPENDIX A,
unless the context otherwise requires, and the rules of construction set forth
in APPENDIX A shall apply thereto and hereto.

    


    Section
1.02   Resolution of Drafting Ambiguities. Each of the parties
hereto acknowledges that it was represented by counsel in connection with the
Loan Documents to which it is a party that it and its counsel reviewed and
revised the Loan Documents and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party will not be employed
in the interpretation of the Loan Documents.

    


    ARTICLE
2

    


    THE
NOTE

    


    Section 2.01   Form of Note.
On the Closing Date, Borrower will execute and deliver the Note to Lender
substantially in the form set out in EXHIBIT A.

    


    Section 2.02   Payment
of Debt. Borrower shall duly and punctually pay the Debt in accordance with the
terms hereof and of the Note, as and when due and payable.

    


    Section
2.03   [Intentionally Omitted]

    


    Section
2.04   Prepayment of the Note. The Debt may be prepaid only if
and as permitted by the Note and this Loan Agreement. Borrower may not prepay
the Note, in whole or in part, except on or after February 8, 2021 during which
period Borrower may prepay the Note in whole, but not in part, at par and
without payment of the Prepayment Consideration. In addition, Borrower must
prepay the Note in whole as follows if a Permitted Lease Termination Event
occurs:

    


    (a)    If an event
of default occurs under Article 9 of the Lease that results in a Permitted Lease
Termination Event, then Borrower must prepay the entire outstanding principal
balance of the Note, together with accrued and unpaid interest thereon,
Prepayment Consideration and all other amounts due and owing under the Note,
this Loan Agreement and the Security Documents; and

    


    (b)   If a Destruction
occurs that results in a Permitted Lease Termination Event, then Borrower must
prepay the entire outstanding principal balance of the Note, together with
accrued and unpaid interest thereon, and all other amounts due and owing under
the Note, this Loan Agreement and the Security Documents, and if and only if an
Event of Default exists following such Destruction, such prepayment must also
include the payment of Prepayment Consideration.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section
2.05   Defeasance of the Note. Borrower may defease the Note in
whole but not in part at any time before the Maturity Date, but only on the
first day of the month after not less than sixty (60) days prior written notice
to Lender, subject to the following:

    


    (a)   At any time after
the Lockout Period, and provided no Event of Default exists, Borrower may obtain
the release of the Mortgaged Property from the Lien of the Indenture upon the
satisfaction of the following conditions precedent (such release in accordance
with the terms hereof is called a "DEFEASANCE"):

    


    (i)            
not less than sixty (60) days prior written notice to Lender of Borrower's
intent to effect a Defeasance specifying a Release Date;

    


    (ii)           
the payment to Lender of the Monthly Payment due on the Release
Date;

    


    (iii)          
the payment to Lender on the Release Date of all other sums, not including
scheduled interest or principal payments, due under the Note, this Loan
Agreement and the Security Documents the amount of which Lender shall notify
Borrower of not less than 5 days before the Release Date;

    


    (iv)          
the payment to Lender on the Release Date of the Defeasance Deposit;
and

    


    (v)           
the delivery to Lender on the Release Date of:

     

                                                                   
(A)       a pledge and security agreement, in
form and substance satisfactory to Lender, creating a first priority Lien in
favor of Lender on the Defeasance Deposit and the U.S. Obligations purchased on
behalf of Borrower with the Defeasance Deposit in accordance with the provisions
of this paragraph (the "SECURITY AGREEMENT");

    


     (B)        a
release of the Mortgaged Property from the Lien of the Indenture (for execution
by Lender) in a form appropriate for the jurisdiction in which the Mortgaged
Property is located;

    


     (C)        a
duly executed certificate of Borrower certifying that the requirements set forth
in this subparagraph (a) have been satisfied;

    


     (D)       an
opinion of counsel for Borrower in form satisfactory, or other documentation
satisfactory, to Lender stating, among other things, that (1) Lender has a
perfected first priority security interest in the Defeasance Deposit and the
U.S. Obligations purchased by Lender on behalf of Borrower, (2) the Security
Agreement is enforceable against Borrower in accordance with its terms, (3)
there exist no material adverse tax consequences to Lender in connection with
the Defeasance, and (4) the Defeasance will not violate or have any adverse
consequences under any applicable federal securities laws;

    


    (E)         such
other certificates, documents or instruments as Lender may reasonably request;
and,


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     (F)        payment
to Lender by Borrower of all reasonable third party costs and expenses incurred
by Lender in connection with the Defeasance hereunder including, but not limited
to, reasonable fees of attorneys and accountants.

    


    In
connection with the conditions set forth in subparagraph (a)(v) above, Borrower
hereby appoints Lender as its agent and attorney-in-fact to use the Defeasance
Deposit to purchase U.S. Obligations which provide payments on or before, but as
close as possible to, all successive scheduled payment dates after the Release
Date upon which Monthly Payments are required under the Note (including the
amounts due on the Maturity Date) and in amounts equal to the Monthly Payments
due on such dates and on the assumed Maturity Date under the Note (the
"SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to the Security Agreement
or other appropriate document, shall authorize and direct that the payments
received from the U.S. Obligations must be made directly to Lender and applied
to satisfy the obligations of Borrower under the Note.

    


    (b)    Upon
compliance with the requirements of this Section 2.05, Lender will release the
Mortgaged Property from the Lien of the Indenture, and the pledged U.S.
Obligations will be the sole source of collateral securing the Note. Any portion
of the Defeasance Deposit in excess of the amount necessary to purchase the U.S.
Obligations required by subparagraph (a) above and to satisfy Borrower's
obligations under this subparagraph (b) will be remitted to Borrower with the
release of the Mortgaged Property from the Lien of the Indenture. In connection
with such release, Lender will establish or designate a successor entity (the
"SUCCESSOR BORROWER") and Borrower must transfer and assign all obligations,
rights and duties under and to the Note together with the pledged U.S.
Obligations to such Successor Borrower. Such Successor Borrower must assume the
obligations under the Note and the Security Agreement and upon such assumption
Borrower will be relieved of its obligations thereunder. Borrower must pay
$1,000 to any such Successor Borrower as consideration for assuming the
obligations under the Note and the Security Agreement. No other assumption fee
will be payable upon a transfer of the Note in accordance with this paragraph,
but Borrower must pay all reasonable third-party costs and expenses incurred by
Lender, including the reasonable expenses of Lender's attorneys, incurred in
connection with this paragraph.

    


    Section 2.06   Default
Interest and Late Charge. If an Event of Default exists (including Borrower's
failure to pay the Debt in full on the Maturity Date), Lender will be entitled
to receive, and Borrower must pay, interest at the Default Rate on the entire
unpaid principal sum and any other amounts due under this Loan Agreement, the
Note and the Security Documents. The Default Rate will be computed from the date
the default occurs until the earlier of the date the default is cured or the
actual receipt and collection of the Debt. This charge will be added to the
Debt, and will be deemed secured by the Indenture and other Security Documents.
In addition, if any portion of the Debt is not paid within ten (10) days after
it is due, Borrower must pay to Lender, upon demand, a late fee equal to four
percent (4%) or the maximum amount permitted by applicable law, whichever is
less) of such unpaid sum, to defray the expenses incurred by Lender in handling
and processing such delinquent payment and to compensate Lender for the loss of
the use of such delinquent payment and such amount will be secured by the
Indenture and the other Security Documents. This paragraph, however, will not be
construed as an agreement or privilege to extend the date to pay the Debt, nor
as a waiver of any other right or remedy accruing to Lender by reason of the
occurrence of any Event of Default.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
3

    
 

    OBLIGATIONS
SECURED/SECURITY/APPLICATION OF PAYMENTS

    


    Section 3.01   Obligations
Secured.

    


    (a)    The
Indenture and the Security Documents and the grants, assignments and transfers
made thereunder to Lender are given to secure the following, in such order of
priority as Lender may determine in its sole discretion (the
"DEBT"):

    


    (i)            
the payment of the principal indebtedness evidenced by the Note in lawful money
of the United States of America;

    


    (ii)           
the payment of interest, default interest, late charges, prepayment premiums and
other sums, as provided in the Note, this Loan Agreement or the Security
Documents;

    


    (iii)          
the payment of Prepayment Consideration;

    


    (iv)          
the payment of all Protective Advances;

    


    (v)           
the payment of all other monies agreed to or provided to be paid by Borrower in
the Note, this Loan Agreement and the Security Documents; and

    


    (vi)         
the payment of all other sums advanced and costs and third-party expenses Lender
incurs in connection with the Loan or any part thereof, any renewal, extension,
modification, consolidation, change, substitution, replacement, restatement or
increase of the Loan or any part thereof, or the acquisition or perfection of
the security therefor, whether made or incurred at Borrower's or Lender's
request.

    


    (b)    The
Indenture and the Security Documents and the grants, assignments and transfers
made therein are also given to secure the following (the "OTHER
OBLIGATIONS"):

    


    (i)            
the performance of all other obligations of Borrower contained
herein;

    


    (ii)            the
performance of each obligation of Borrower contained in the Note in addition to
the payment of the Debt and of Borrower contained in this Loan Agreement and the
Security Documents; and

    


    (iii)          
the performance of each obligation of Borrower contained in any renewal,
extension, modification, consolidation, change, substitution, replacement for,
restatement or increase of all or any part of the Note, this Loan Agreement or
the Security Documents.

    


    Section 3.02   Other
Security for Payment of the Note. The payment and performance of the Obligations
will be secured by the Indenture and the other Security
Documents.


    
       

      
         


        
          

        

      

      
         


      

    


    


    Section
3.03   Application of Payments. (a) Borrower will direct Tenant
to pay directly to Lender or its designee all Rents due to Borrower under the
Lease when such amounts are due and payable. Lender will apply all such Rents,
and other payments received by it promptly upon receipt, but not less frequently
than monthly, as follows: First, to pay to the Certificate Trustee all amounts
due and payable pursuant to Schedule A of the Note, default interest, late
charges, prepayment premiums, Prepayment Consideration and all other amounts due
on account of the Debt then due and payable under the Note, this Loan Agreement
or the Security Documents other than payments for Protective Advances; Second,
to reimburse Lender for any Protective Advances; Third, to deposit into the
Escrow Fund, all amounts, if any, due and payable under Section 4.03 hereof; and
Fourth, as long as no Event of Default exists, to pay the balance of the funds,
if any, within two (2) Business Days after Lender receives good funds, to
Borrower by wire transfer of immediately available funds to an account
designated by Borrower, which payments to Borrower will be free of the Lien of
the Indenture and Lender's rights under the Loan Documents. If Lender does not
receive any payment Tenant is required to pay directly to Lender, Lender will
use reasonable efforts to promptly notify Borrower of Tenant's failure to make
such payment; however, Lender's failure to provide such notice shall not relieve
or alter Borrower's absolute obligation to pay all amounts due hereunder and
under the other Loan Documents at the time and in the manner required
hereunder.

    


    (a)    Notwithstanding the
foregoing, any moneys Lender or its designee receives as Additional Rent shall
be applied first for the purposes for which such moneys were paid pursuant
thereto.

    


    ARTICLE
4

    


    COVENANTS

    


    Section
4.01   Insurance.

    


    (a)    Borrower
will satisfy, or will cause Tenant or Manager to satisfy, the Insurance
Requirements. During such time as Tenant or Manager satisfies the Insurance
Requirements, Borrower will be deemed to be in compliance with the requirements
of this Section 4.01. If at any time Tenant or Manager fails to satisfy the
Insurance Requirements, then Borrower must satisfy the Insurance Requirements
and make the Tax and Insurance Reserve Fund Payments required pursuant to
Section 4.03 hereof.

    


    (b)   Borrower
acknowledges Lender's right under and pursuant to Section 9.03 hereof to obtain
(either itself or by its agents, servicers, nominees or attorneys) any Policies
required of Borrower should Borrower, Tenant or Manager fail to do so as
required hereunder.

    


    Section 4.02   Payment
of Taxes and Impositions, etc.

    


    (a)    Borrower
will pay and discharge, or will cause Tenant or Manager to pay and discharge,
all Taxes and Impositions at the time and in the manner required by the Lease.
Borrower will deliver, or will cause Tenant or Manager to deliver, to Lender,
promptly upon Lender's request, receipts (or if receipts are not available,
copies of cancelled checks evidencing payment with receipts to follow promptly
after they become available) showing payment of Taxes and Impositions before the
applicable delinquency date therefor. Borrower will not suffer and will pay
within thirty (30) days of knowledge or will cause Tenant or Manager to pay
within thirty (30) days of knowledge, and discharge any Lien which may be or
become a Lien against the Mortgaged Property, subject to Borrower's contest
rights under subsection 4.02(b) hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (b)    After prior
written notice to Lender, and provided no Default (as defined in the Lease) or
Event of Default (as defined in the Lease) exists, Borrower (or, to the extent
permitted under the Lease, Tenant), may contest, or permit to be contested
(including through abatement proceedings), in good faith and at its sole
expense, by appropriate legal proceedings, the amount or validity or application
in whole or in part of any of the Taxes or Impositions, and/or any Legal
Requirements affecting the Leased Property, and to postpone payment of or
compliance with the same during the pendency of such contest, provided that such
contest is conducted in accordance with and subject to the conditions contained
in paragraph 6(d) of the Lease.

    


    Section 4.03   Escrow
Fund. At any time after an Event of Default (as defined in the Lease) has
occurred, or if a Credit Rating Downgrade has occurred, Borrower must pay or
must cause Tenant to pay to Lender the Tax and Insurance Reserve Fund Payment
due under the Lease. In addition, during any period that Borrower is required to
maintain Policies pursuant to Section 4.01 hereof, Borrower will also pay
monthly to Lender, for deposit into the Escrow Fund, one-twelfth of an amount
which would be sufficient to pay the Insurance Premiums due on such Policies.
Borrower pledges to Lender any and all monies now or hereafter deposited in the
Escrow Fund as additional security to pay the Debt subject to Tenant's right to
such monies, if any, as set forth in subparagraph 13(e) of the Lease. Lender
will apply the Escrow Fund to pay Taxes and Insurance Premiums required to be
paid pursuant to Sections 4.01 and 4.02 hereof. If the amount of the Escrow Fund
exceeds the amounts due for Taxes and Insurance Premiums pursuant to Sections
4.01 and 4.02 hereof, Lender will either return any excess to Borrower or credit
such excess against future payments to be made to the Escrow Fund. In allocating
such excess, Lender may deal with the Person shown on the records of Lender to
be the owner of the Mortgaged Property. If the Escrow Fund is not sufficient, in
Lender's judgment, to pay when due the Taxes and Insurance Premiums, Borrower
must promptly pay, or must cause Tenant to pay promptly, to Lender, upon demand,
an amount which Lender shall estimate as sufficient to make up the deficiency.
Subject to Tenant's rights set forth in subparagraph 13(e) of the Lease, if an
Event of Default exists, Lender may apply any sums then on deposit in the Escrow
Fund to pay the following items in any order in its sole
discretion:

    


    (i)            
Taxes and Impositions and Insurance Premiums;

    


    (ii)           
Interest on the unpaid principal balance of the Note;

    


    (iii)          
Amortization of the unpaid principal balance of the Note; or

    


    (iv)          
All other sums payable pursuant to the Loan Documents, including, Protective
Advances made by Lender.

    


    Until expended or applied as above
provided, any amounts in the Escrow Fund will constitute additional security for
the Debt. The Escrow Fund will not constitute a trust fund and may be commingled
with other monies held by Lender. No earnings or interest on the Escrow Fund
will be payable or credited to Borrower, except in the case of a Credit Rating
Downgrade interest shall be disbursed according to the terms of the
Lease.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section 4.04   Changes
in the Legal Requirements Regarding Taxation. If any Legal Requirement is
enacted or adopted or amended after the Closing Date which imposes a tax, either
directly or indirectly, on the Debt or Lender's interest in the Mortgaged
Property, Borrower must pay such tax, with interest and penalties thereon, if
any. If Lender is advised by counsel chosen by it that the payment of such tax
or interest and penalties by Borrower would be unlawful or taxable to Lender or
unenforceable or provide the basis for a defense of usury, then in any such
event, Lender may, by written notice to Borrower of not less than ninety (90)
days, declare the Debt immediately due and payable without Prepayment
Consideration.

    


    Section 4.05   No
Credits on Account of the Debt. Borrower will not claim or demand or be entitled
to any credit or credits on account of the Debt for any payment of Taxes or
Impositions assessed against the Mortgaged Property and no deduction shall
otherwise be made or claimed from the assessed value of the Mortgaged Property
for real estate tax purposes by reason of the Loan Documents or the Debt. If
such claim, credit or deduction shall be required by law, Lender may, by written
notice to Borrower of not less than ninety (90) days, declare the Debt
immediately due and payable.

    


    Section
4.06   Documentary Stamps. If at any time any Governmental
Authority requires revenue or other stamps to be affixed to the Note or the
Indenture, or imposes any other tax or charge on the same, Borrower must pay for
the same, with interest and penalties thereon, if any.

    


    Section
4.07   Maintenance of Mortgaged Property. Borrower will maintain,
or will cause Tenant and Manager to maintain, the Mortgaged Property in
accordance with the requirements and subject to the conditions of (i) the Lease,
and (ii) the Management Agreements. Borrower will comply with, and will cause
Tenant and the case to any contest thereof conducted in accordance with the
provisions of paragraph 6(d) of the Lease. Borrower will not initiate, join in,
acquiesce in, or consent to any change in any Legal Requirements, limiting or
defining the uses which may be made of the Mortgaged Property without the
express written consent of Lender. If under applicable zoning provisions the use
of all or any portion of the Mortgaged Property is or shall become a
nonconforming use, Borrower will not cause or permit such nonconforming use to
be discontinued or abandoned without Lender's express written
consent.

    


    Section 4.08   Books and
Records. Borrower will keep adequate books and records
of account in accordance with generally accepted accounting principles and
deliver to Lender: (a) copies of all tax returns, if any, filed by Borrower
within twenty (20) days after the filing thereof; (b) copies of all financial
information received by Borrower under the Lease, and any lease within twenty
(20) days after receipt thereof; (c) within one hundred and ten (110) days after
the close of each fiscal year, an annual operating statement of the Mortgaged
Property; (d) and an annual balance sheet and profit and loss statement of
Borrower certified by Borrower's chief financial officer. Borrower will provide
Lender with such additional financial or management information as Lender may
reasonably request, provided that any such additional information with respect
to Tenant or the Mortgaged Property is in Borrower's possession or is available
to Borrower pursuant to the terms and provisions of the Lease.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section
4.09   Performance of Other Agreements. Borrower will observe and
perform or cause Tenant or Manager to observe and perform each and every term to
be observed or performed by Borrower pursuant to the terms of any agreement or
recorded instrument affecting or pertaining to the Mortgaged Property,
including, without limitation, the Lease, the Management Agreements, the
Multi-Party Agreement and any reciprocal easement, operating or similar
agreement, and if Borrower fails to so observe and perform, or caused to be
observed or performed, any such terms, Lender and Servicer and their agents,
employees, contractors, engineers, architects and other representatives may, but
shall not be required to, observe and perform such terms.

    


    Section
4.10   ERISA.

    


    (a)    Throughout the
term of this Loan Agreement, Borrower must not (i) become an "employee benefit
plan" as defined in Section 3(3) of ERISA, which is subject to Title 1 of ERISA;
(ii) acquire assets that constitute "plan assets" of one or more plans within
the meaning of 29 C.F.R. Section 2510.3-101; (iii) become a "governmental plan"
within the meaning of Section 3(32) of ERISA; or (iv) enter into any transaction
that is subject to state statutes regulating investments of and fiduciary
obligations with respect to governmental plans.

    


    (b)    Borrower will
deliver to Lender such certifications or other evidence from time to time
throughout the term of this Loan Agreement, as reasonably requested by Lender in
its sole discretion, that (i) Borrower is not an "employee benefit plan" or a
"governmental plan"; (ii) Borrower is not subject to state statutes regulating
investments and fiduciary obligations with respect to governmental plans; and
(iii) one or more of the following circumstances is true:

    


            
(i)            Equity
interests in Borrower are publicly offered securities, within the meaning of 29
C.F.R. Section 2510.3-101(b)(2);

    


            
(ii)           Less than 25
percent of all equity interests in Borrower are held by "benefit plan investors"
within the meaning of 29 C.F.R. Section 2510.3-101(f)(2);

    


            
(iii)          Borrower qualifies
as an "operating company" or a "real estate operating company" within the
meaning of 29 C.F.R. Section 2510.3.101(c) or (e); or an investment company
registered under the Investment Company Act of 1940; or

    


            
(iv)          The Loan meets the
requirements of PTE 95-60, 90-1, 84-14 or similar exemption.

    


    Section 4.11   Hazardous
Substances.

    


    (a)    Borrower
will comply, and will cause Tenant or Manager to comply, with all applicable
Environmental Laws relating to the Mortgaged Property and the requirements of
Article 9 of the Lease. Compliance by Tenant or Manager with the requirements of
Article 9 of the Lease will be deemed to be compliance by Borrower with this
Section 4.11(a).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (b)    Borrower
will promptly notify Lender in writing if Borrower learns of the possible
existence of any Hazardous Substances on the Mortgaged Property or if Borrower
learns that the Mortgaged Property is or may be in direct or indirect violation
of any Environmental Laws. Further, immediately upon receipt of the same,
Borrower will deliver to Lender copies of any and all orders, notices, permits,
applications, reports, and other communications, documents and instruments
pertaining to the actual, alleged or potential presence or existence of any
Hazardous Substances at, on, about, under, within, near or in connection with
the Mortgaged Property. Subject to the rights of the Tenant under the Lease and
the SNDA and the rights of tenants under the Superior Leases, Borrower grants to
Lender and its agents and employees access to the Mortgaged Property and a
license to remove any Hazardous Substances and to do all things Lender deems
necessary to cause the Mortgaged Property to comply with Environmental Laws.
Borrower will, at Borrower's sole cost and expense, indemnify, defend (at trial
and appellate levels, and with attorneys, consultants and experts acceptable to
Lender), and hold the Indemnified Parties harmless from and against any and all
Indemnified Liabilities arising directly or indirectly from or out of: (i) the
presence or release of any Hazardous Substances on, in, under or affecting all
or any portion of the Mortgaged Property, or any release of Hazardous Substances
emanating from the Mortgaged Property onto any contiguous property; (ii) the
violation of any Environmental Laws relating to or affecting the Mortgaged
Property, caused by Borrower or members of Borrower; (iii) the failure by
Borrower to comply fully with the terms and conditions of this Section 4.11;
(iv) the breach of any representation or warranty contained in Section 7.27
hereof; or (v) the enforcement of this Section 4.11, including, the cost to
assess, contain and/or remove any Hazardous Substances from the Mortgaged
Property or any surrounding areas, the cost of any actions taken in response to
the presence, release or threat of release of any Hazardous Substances on, in,
under or affecting the Mortgaged Property or any surrounding areas to prevent or
minimize such release or threat of release so that it does not migrate or
otherwise cause or threaten danger to present or future public health, safety,
welfare or the environment, and the costs incurred to comply with the
Environmental Laws in connection with the Mortgaged Property or any surrounding
areas. This indemnity will survive payment in full of the Debt or any
termination or satisfaction of the Lien of the Indenture or foreclosure of the
Indenture for any Indemnified Liabilities arising or accruing on or before
payment in full of the Debt or any termination or satisfaction of the Lien of
the Indenture or foreclosure of the Indenture.

    


    IMPORTANT
- READ THIS

    


    BORROWER
ACKNOWLEDGES THAT PURSUANT TO THE FOREGOING INDEMNITY IT HAS AGREED TO INDEMNIFY
AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL
LIABILITIES ARISING BY REASON OF THE ACTS OR OMISSIONS OF ANY OF THE INDEMNIFIED
PARTIES AND OTHERWISE, WHICH LIABILITIES INCLUDE, WITHOUT LIMITATION, EXCEPT AS
PROVIDED ABOVE, SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE, STRICT LIABILITY,
CRIMINAL LIABILITY, STATUTORY LIABILITY, LIABILITY FOR INJURIES NOT COMPENSATED
BY WORKERS' COMPENSATION INSURANCE, OTHER INJURIES OR LOSSES NOT COVERED BY
INSURANCE AND LIABILITY ARISING AS A RESULT OF WAIVERS, EXCULPATIONS,
DISCLAIMERS OR RELEASES. IF SUCH LIABILITY ARISES BY REASON OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNIFIED PARTY (OR INDEMNIFIED
PARTIES, AS THE CASE MAY BE) (HEREINAFTER A "RESPONSIBLE INDEMNIFIED PARTY")
THIS INDEMNITY SHALL NOT EXTEND TO ANY SUCH RESPONSIBLE INDEMNIFIED PARTY, BUT
SHALL EXTEND TO ALL OTHER INDEMNIFIED PARTIES.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (c)    Upon
Lender's request, and subject to the rights of the Tenant under the Lease and
the SNDA and the rights of tenants under the Superior Leases, at any time an
Event of Default exists or at such other time as Lender has reasonable grounds
to believe that Hazardous Substances are or have been released, stored or
disposed of on or around the Mortgaged Property or that the Mortgaged Property
may violate the Environmental Laws, Borrower must provide, at Borrower's sole
cost and expense, an inspection or audit of the Mortgaged Property prepared by a
hydrogeologist or environmental engineer or other appropriate consultant
approved by Lender indicating the presence or absence of Hazardous Substances on
the Mortgaged Property or an inspection or audit of the Improvements prepared by
an engineering or consulting firm approved by Lender indicating the presence or
absence of friable asbestos or substances containing asbestos on the Mortgaged
Property. If Borrower fails to provide such inspection or audit within thirty
(30) days after such request, Lender may order the same, and Borrower hereby
grants to Lender and its employees and agents access to the Mortgaged Property
and an irrevocable license to undertake such inspection or audit, subject to the
rights of the Tenant under the Lease and the SNDA, and the tenants under the
Superior Leases. Borrower will pay immediately on demand the cost of such
inspection or audit, together with interest thereon at the Default Rate from the
date incurred by Lender until actually paid by Borrower, and such costs will be
secured by the Indenture and by the other Security Documents securing all or any
part of the Debt.

    


    (d)    Without limiting
the foregoing, and subject to Tenant's rights under the Lease and the tenants'
rights under the Superior Leases, where recommended by a "PHASE I" or "PHASE II"
assessment or otherwise required by Lender, Borrower will establish and will
comply with an operations and maintenance program relative to the Mortgaged
Property, in form and substance acceptable to Lender, prepared by an
environmental consultant acceptable to Lender, which program will address any
Hazardous Substances (including asbestos containing material or lead based
paint) that may now or in the future be detected on the Mortgaged Property.
Without limiting the generality of the preceding sentence, Lender may require,
subject to Tenant's rights under the Lease and the SNDA and the tenants' rights
under the Superior Leases, (a) periodic notices or reports to Lender in form,
substance and at such intervals as Lender may specify; (b) an amendment to such
operations and maintenance program to address changing circumstances, laws or
other matters; (c) following any Event of Default or at such time as Lender has
reasonable grounds to believe that Hazardous Substances are or have been
released, stored or disposed of on or around the Mortgaged Property or that the
Mortgaged Property may violate the Environmental Laws, then at Borrower's sole
expense, supplemental examination of the Mortgaged Property by consultants
specified by Lender; (d) access to the Mortgaged Property, by Lender, its agents
or servicer, to review and assess the environmental condition of the Mortgaged
Property and Borrower's compliance with any operations and maintenance program;
and (e) variation of the operations and maintenance program in response to the
reports provided by any such consultants.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
5

    


    TRANSFER

    


    Section 5.01   Transfer
Generally.

    


    (a)           Except
as otherwise permitted in accordance with Sections 5.02 and 5.03 hereof,
Borrower shall not directly or indirectly, without the prior written consent of
Lender, which consent may be withheld in Lender's sole discretion, Transfer the
Mortgaged Property or any interest therein, or permit the Transfer of the
Mortgaged Property or any interest therein. The Term "TRANSFER" means, for any
Person, any transactions in which such Person, directly or indirectly,
transfers, sells, conveys, alienates, mortgages, encumbers or pledges the
Mortgaged Property or any interest therein, including;

    


    (i)            an
installment sales agreement wherein Borrower agrees to sell the Mortgaged
Property or any part thereof for a price to be paid in
installments;

    


    (ii)          
an agreement by Borrower leasing all or a substantial part of the Mortgaged
Property for other than actual occupancy by a space lessee thereunder or sale,
assignment or other transfer of, or the grant of a security interest in,
Borrower's right, title and interest in and to the Lease or any
Rents;

    


    (iii)          any
divestiture of Borrower's title to the Mortgaged Property or any interest
therein in any manner or way, whether voluntary or involuntary, or Borrower's
merger, consolidation, or dissolution;

    


    (iv)         
if Borrower is a corporation, the voluntary or involuntary sale, conveyance or
transfer of any of such corporation's stock or the creation or issuance of new
stock in one or a series of transactions by which an aggregate of more than 10%
of such corporation's stock shall be vested in a party or parties who are not
stockholders as of the Closing Date or any change in the control of such
corporation directly or indirectly;

    


    (v)          
if Borrower or any general partner of Borrower is a limited or general
partnership, joint venture or limited liability company, (A) the change,
removal, resignation or addition of a general partner, managing partner or
managing member, or (B) the transfer of any interests of any general partner,
managing partner or managing member, or (C) the transfer of any interests of any
partner, joint venturer or member of Borrower; and

    


    (vi)          if
Borrower is a business trust, the voluntary or involuntary conveyance or
transfer of any portion of the beneficial or economic interest in
Borrower.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section 5.02   Permitted
Transfer of Beneficial Interest.

    


    (a)           Any
Beneficial Owner may Transfer all but not less than all of the beneficial
interest in Borrower to an Acceding Beneficial Owner, without Lender's consent,
upon the satisfaction of each of the following terms and conditions (a
"PERMITTED TRANSFER OF BENEFICIAL INTEREST"):

    


    (i)            
the Acceding Beneficial Owner must assume all obligations of the affected
Beneficial Owner under any agreement, instrument or document executed by the
Beneficial Owner on its own behalf (and not as a signatory on behalf of
Borrower), which wholly or partially evidences, secures or guarantees the Debt
or otherwise evidences an obligation of Beneficial Owner to Lender (including,
the Guaranty Agreement) from and after the date of Transfer and must make the
representations and warranties as applicable to the Acceding Beneficial Owner,
under and pursuant to the Beneficial Owner Instrument of Accession and
Assumption in substantially the form attached hereto as EXHIBIT C;

    


    (ii)           
no default or Event of Default may exist under the Loan Documents at the time of
or immediately after such Transfer;

    


    (iii)          
the documents governing Borrower must permit such Transfer;

    


    (iv)   the Acceding
Beneficial Owner must provide Lender with such certificates and legal opinions
which were delivered by Beneficial Owner or its counsel in connection with the
closing of the Loan, as may be reasonably requested by Lender in connection with
such Transfer, including, an opinion containing the same conclusions as the
Non-Consolidation Opinion provided to Lender by Borrower on the Closing Date,
all substantially in the same form and content as those delivered to Lender in
connection with the closing of the Loan;

    


    (v)           
each of the provisions of Article 6 hereof are and/or continue to be
satisfied;

    


    (vi)          
Borrower must pay Lender, concurrently with the closing of such Transfer, all of
Lender's costs and expenses described in Section 5.06 hereof; and

    


    (vii)         
Borrower must satisfy or cause to be satisfied the provisions of Section 5.07
hereof.

    


    (b)           Upon
compliance with each of the terms and conditions described above, and upon the
execution and delivery of the Beneficial Owner Instrument of Accession and
Assumption in substantially the form attached hereto as Exhibit C, the Acceding
Beneficial Owner will thereafter become the Beneficial Owner for all purposes of
the Note, the Indenture and the other Security Documents, and Lender will
promptly release the affected Beneficial Owner from and after the date of such
Transfer of its obligations as Beneficial Owner to the extent provided in a
Certificate of Compliance and Release substantially in the form attached hereto
as EXHIBIT D to be delivered by Lender to Beneficial Owner; provided that in no
event will any such Transfer waive or release the Beneficial Owner for
fraudulent or willful misconduct engaged in by Beneficial Owner or for any
liability on account of any breach by Beneficial Owner of any representation,
warranty, agreement or obligation of Beneficial Owner in its own capacity set
forth in this Loan Agreement or the Security Documents before or in connection
with such Transfer. Other than expenses set forth in Section 5.06 hereof, no
assumption fee or other fee is due or payable in connection with such Permitted
Transfer of Beneficial Interest.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (c)           
Notwithstanding the foregoing, however, (1) (x) the ownership interests in the
Person which owns the beneficial or economic ownership interests in Borrower, or
(y) any ownership interest, direct or indirect, in any trustee or manager of any
beneficial owner of Borrower may be freely transferable without compliance with
the terms of this Section 5.02 and the removal and replacement of any trustee or
manager of Borrower may be accomplished, without compliance with the terms of
this Section 5.02, and (2) any involuntary transfer caused by the death of any
general partner, shareholder, joint venturer, trustee, manager, member, or
beneficial owner of any Person holding any interest in Borrower, any beneficial
owner of Borrower or any trustee or manager of Borrower, or if Borrower is a
partnership, any limited partner thereof, will not require compliance with the
terms of this Section 5.02 so long as Borrower is reconstituted, as required by
Borrower's organizational documents, following such death and so long as those
Persons responsible for the management of the Mortgaged Property remain
unchanged as a result of such death or any replacement management is approved by
Lender and so long as reconstituted Borrower is fully liable for all of
Borrower's obligations.

    


    Section 5.03   Permitted
Transfer of Mortgaged Property.

    


    (a)           
A Transferor may Transfer the Mortgaged Property to a Transferee upon 30 days
prior written notice to Lender and, without Lender's consent, upon the
satisfaction of each of the following terms and conditions (a "PERMITTED
TRANSFER OF MORTGAGED PROPERTY"):

    


     (i)           
no default or Event of Default may exist under the Loan Documents at the time of
such Transfer;

    


     (ii)           Borrower
or Transferee pays or causes to be paid to Lender, concurrently with the closing
of such Transfer, a non-refundable assumption fee in an amount equal to
$10,000.00, together with all of Lender's costs and expenses described in
Section 5.06 hereof;

    


     (iii)         
Transferee, in writing, (y) assumes and agrees to pay (subject to the
non-recourse provisions of Section 12.13 hereof) the Debt and to perform all
Other Obligations, and (z) as of the date of Transfer makes those
representations of Borrower which are applicable to Transferee as are contained
in the Loan Documents (or the assumption or assignment agreements delivered with
respect thereto). Before or concurrently with the closing of such Transfer,
Transferee or an affiliate thereof, Transferor, Beneficial Owner and the owner
of the beneficial interest in Transferee or such other new indemnitor as may be
acceptable to Lender execute, without any cost or expense to Lender, a Borrower
Instrument of Accession and Assumption substantially in the form thereof
attached hereto as EXHIBIT E, together with such documents and agreements as
Lender may reasonably require to evidence and effectuate said assumption, and
deliver such legal opinions as Lender may reasonably require;

    


     (iv)        
Transferor and Transferee execute, without any cost or expense to Lender, new
financing statements or financing statement assignments or
amendments;

    


     (v)          
Transferee and Transferor execute a Lease assignment and assumption agreement
reasonably acceptable to Lender;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     (vi)        
Tenant or Transferor provides Lender with written evidence (including a legal
opinion, if necessary) satisfactory to Lender in its reasonable discretion, that
such Transfer is permitted under or is not prohibited by the Lease;

    


     (vii)       
Transferor or Transferee causes to be delivered to Lender, without any cost or
expense to Lender, such endorsements to Lender's title insurance policy, hazard
insurance endorsements or certificates and other similar materials as Lender may
deem necessary at the time of the Transfer, all in form and substance reasonably
satisfactory to Lender, including, an endorsement or endorsements to Lender's
title insurance policy, insuring the Lien of the Indenture, extending the
effective date of such policy to the date of execution and delivery (or, if
later, of recording) of the Borrower Instrument of Accession and Assumption with
no additional exceptions added to such policy not previously approved by Lender
or permitted by the Lease and insuring that fee simple title to the Mortgaged
Property is vested in Transferee, or, in lieu thereof, such other documents or
evidence as Lender may reasonably require in order to confirm that such policy
is unaffected by the Transfer;

    


     (viii)       Transferor
executes and delivers to Lender, without any cost or expense to Lender, a
release of Lender, its successors and assignees, their officers, directors,
employees and agents, from all claims and liability relating to the transactions
evidenced by the Loan Documents through and including the date of the closing of
the Transfer, which agreement shall be in form and substance reasonably
satisfactory to Lender and shall be binding upon the Transferee;

    


     (ix)         
Lender receives such certificates and legal opinions which were delivered in
connection with the closing of the Loan by Transferor or its counsel as may be
reasonably requested by Lender in connection with such Transfer in substantially
the same form and content as such items were delivered in connection with the
closing of the Loan, including, the secretarial and officer certificates,
opinions of counsel (including, local counsel) for Borrower regarding the
authorization, execution and enforceability of the Loan Documents (or of the
assumption or assignment agreements delivered with respect thereto) and any
other documents executed by or binding upon Borrower and delivered in connection
with such Transfer and a substantive non-consolidation bankruptcy opinion in
substantially the same form as the Non-Consolidation Opinion; the parties intend
that all such certificates and opinions delivered with respect to Borrower in
connection with the making of the Loan hereunder are to be delivered, executed
or otherwise provided with respect to Transferee and Lender's rights under and
with respect to the Loan Documents will not to be diminished or affected by such
Transfer;

    


     (x)          
Transferee is a corporation, partnership, limited partnership or a limited
liability company which complies with the provisions of Article 6
hereof;

    


     (xi)         
Transferor and Transferee and their respective beneficial owners and
Indemnitors, comply with any provisions of Section 5.02 which are applicable and
are not satisfied as a result of any such Person's compliance with the
provisions of this Section 5.03 at the time of the Transfer;
and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (xii)          The
RVI Policy and the "cut-through agreement", if applicable, issued with respect
to the Mortgaged Property shall remain in full force and effect after giving
effect to such Transfer.

    


    (b)           Upon
compliance with each of the terms and conditions described above, Lender will
promptly release the Transferor and the Beneficial Owner of the Transferor from
and after the date of such Transfer of its respective obligations as Borrower
and Beneficial Owner and will deliver to such entities a Certificate of
Compliance and Release substantially in the form attached hereto as EXHIBIT F;
provided that in no event will any such Transfer waive or release such
Transferor or the Beneficial Owner of such Transferor for any liability on
account of any breach of any representation, warranty, agreement or obligation
set forth in this Loan Agreement or under any Security Documents or for any
fraudulent or willful misconduct, in each case which were made or occurred
before or in connection with such Transfer.

    


    Section 5.04   No
Impairment. Lender will not be required to demonstrate any actual impairment of
its security or any increased risk of default hereunder in order to declare the
Debt immediately due and payable upon any Transfer of the Mortgaged Property
without Lender's consent or as otherwise expressly permitted herein. This
provision applies to every Transfer of the Mortgaged Property regardless of
whether voluntary or not, or whether or not Lender has consented to any prior
Transfer of the Mortgaged Property.

    


    Section 5.05   Lender
Consent. Lender's consent to a Transfer of the Mortgaged Property or of any
interest in Borrower in connection with a Transfer which does not comply with
the terms and conditions of Sections 5.02 or 5.03, will not be deemed to be a
waiver of Lender's right to require such consent to any future Transfer of the
Mortgaged Property or of any interest in Borrower. Any Transfer of the Mortgaged
Property or Transfer of Beneficial Interest made in contravention of this
Article 5 will be null and void and of no force and effect.

    


    Section 5.06   Cost of
Transfer. Borrower must pay or reimburse Lender on demand for all reasonable
out-of-pocket third party expenses (including, reasonable attorneys' fees and
disbursements, title search costs and title insurance endorsement premiums)
incurred by Lender and counsel to the Certificate Holders in connection with the
review, approval and documentation of each Transfer of the Mortgaged Property or
Transfer of Beneficial Interest.

    


    Section 5.07   No
Release of Liability. Except as provided in this Section 5.07 and in the
applicable Certificate of Compliance and Release executed and delivered by
Lender in connection with a Transfer, no Transfer, whether or not a Permitted
Transfer, will relieve from liability the Beneficial Owner or any other Person
or Persons who has provided any guaranty or indemnity or otherwise become liable
for any of the obligations of Borrower under the Note, this Loan Agreement or
the Security Documents (such Person a "CURRENT INDEMNITOR" and such liabilities
arising or accruing before the Transfer, "INDEMNITY OBLIGATIONS"). If as a
result of a Transfer, Current Indemnitor is no longer an affiliate of Borrower,
Current Indemnitor may offer a new indemnitor ("NEW INDEMNITOR"), as a
substitute, to assume any Indemnity Obligations of the Current Indemnitor
arising after the date of the Transfer. Lender may, in its reasonable
discretion, approve or disapprove such substitution. If Lender approves any such
substitution, the approval will become effective upon the execution and delivery
by New Indemnitor, without any cost or expense to Lender, of a guaranty
substantially the same as the Guaranty Agreement executed by Beneficial Owner in
connection with the Loan evidencing each New Indemnitor's agreement to be liable
for the Indemnity Obligations (each a "NEW INDEMNITY AGREEMENT"), arising from
and after the date of the Transfer, whereupon Lender will release the Current
Indemnitor from its Indemnity Obligations arising after the date of such
Transfer. Notwithstanding the foregoing, Current Indemnitor will be released
from its Indemnity Obligations under the Loan upon a Permitted Transfer if the
New Indemnitor enters into a New Indemnity Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
6

    


    SINGLE
PURPOSE ENTITY

    


    Section
6.01   Separateness Representations and Covenants. Borrower
represents and warrants to, and agrees with, Lender that as of the Closing Date
and until such time as the Debt is paid in full:

    


    (a)           
Borrower does not own and will not own any asset or property other than (i) its
interests in the Mortgaged Property, and (ii) incidental personal property
necessary for the ownership or operation of the Mortgaged Property.

    


    (b)           
[Intentionally Omitted]

    


    (c)           
Borrower will not engage in any business other than the ownership, leasing,
management and operation of the Mortgaged Property and any Replacement Property,
and Borrower will conduct and operate its business as presently conducted and
operated.

    


    (d)           
Except for the Aetna SPE Lease, MCI SPE Lease, the Management Agreements and the
Multi-Party Agreement Borrower will not enter into any contract or agreement
with any affiliate of Borrower or any constituent party of Borrower, the owner
of any beneficial interest in Borrower or any affiliate of any constituent party
(a "CONSTITUENT PARTY") or Indemnitor, except 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 other than any such party.

    


    (e)           
Borrower has not incurred and will not incur any indebtedness, secured or
unsecured, direct or indirect, absolute or contingent (including guaranteeing
any obligation), other than (i) the Debt, and (ii) unsecured trade debt
customarily payable within thirty (30) days.

    


    (f)            Borrower
has not made and will not make any loans or advances to any third party
(including any affiliate or Constituent Party, any Indemnitor or any affiliate
of any Constituent Party or Indemnitor), and shall not acquire obligations or
securities of its affiliates.

    


    (g)           Borrower
is and will remain solvent and Borrower will pay its debts and liabilities
(including, as applicable, shared personnel and overhead expenses) from its
assets as the same shall become due, subject, however, to Borrower's contest
rights under Section 4.02(b).

    


    (h)           
Borrower has done or caused to be done and will do all things necessary to
observe organizational formalities and preserve its existence, and Borrower will
not, nor will Borrower permit any Constituent Party to, amend, modify or
otherwise change the articles of organization, operating agreement, partnership
certificate, partnership agreement, articles of incorporation and bylaws, trust
or other organizational documents of Borrower without the prior written consent
of Lender, nor will Borrower permit any Constituent Party or Indemnitor to
amend, modify or otherwise change the articles of organization, operating
agreement, articles or organization, operating agreement, partnership
certificate, partnership agreement, articles of incorporation and bylaws, trust
certificate and agreement or other organizational documents of such Constituent
Party or Indemnitor without consent of Lender, if any such amendment,
modification or other change (i) would adversely affect the bankruptcy remote
nature of Borrower; or (ii) would cause any of the assumptions upon which the
Non-Consolidation Opinion is based to become inaccurate or untrue in any
respect; or (iii) would adversely affect Lender's interest in the
Loan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (i)            
Borrower will maintain books, records, financial statements and bank accounts
separate from those of its affiliates and any constituent party. Borrower shall
maintain its books, records, resolutions and agreements as official
records.

    


    (j)           
Borrower will be, and at all times will hold itself out to the public as, a
legal entity separate and distinct from any other entity (including any
affiliate of Borrower or any Constituent Party of Borrower, any Indemnitor or
any affiliate of any constituent party or Indemnitor), and shall conduct
business in its own name and shall maintain and utilize separate invoices and
checks. Borrower shall correct any known misunderstanding regarding its status
as a separate entity.

    


    (k)           Borrower
will 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.

    


    (l)           
Neither Borrower nor any Constituent Party will seek or effect the liquidation,
dissolution, winding up, consolidation or merger, in whole or in part, of
Borrower.

    


    (m)           Borrower
will not commingle the funds of Borrower with those of any affiliate or
Constituent Party, any Indemnitor, or any affiliate of any Constituent Party or
Indemnitor, or any other Person.

    


    (n)           Borrower
has and will maintain its assets in such a manner that it will not be costly or
difficult to segregate, ascertain or identify its individual assets from those
of any affiliate or Constituent Party, any Indemnitor, or any affiliate of any
Constituent Party or Indemnitor, or any other Person.

    


    (o)           Borrower
does not and will not hold itself out to be responsible for the debts or
obligations of any other Person.

    


    (p)           If
Borrower is (i) a limited partnership, general partnership or limited liability
company, at least one partner or manager, as the case may be, must be a Person
with no interest in Borrower and which must at all times qualify as an
Independent Manager or (ii) a corporation or business trust, it must have at all
times a director or trustee who has no interest in Borrower and which qualifies
as an Independent Manager (in either case, the "SPE MANAGER"), and such SPE
Manager will at all times comply with, and SPE Manager shall not consent to or
approve any action which would cause a violation of, any representations,
warranties, and agreements contained in this Section 6.01 as if such
representation, warranty or agreement was made directly by such SPE
Manager.

    


    (q)           "INDEPENDENT
MANAGER" means a Person reasonably satisfactory to Lender, who shall not have
been at the time of such Person's appointment, shall not have been at any time
during the preceding five years, and shall not be at any time while serving as
an Independent Manager, (i) a shareholder of, or an officer, director, partner
or employee of, Borrower or any of its shareholders, subsidiaries or affiliates,
(ii) a customer of, or supplier to, Borrower or any of its shareholders,
subsidiaries or affiliates (other than a customer or supplier that does not
derive more than five percent (5%) of its revenues from its activities with
Borrower, its members or any affiliate thereof), (iii) a Person controlling or
under common control with any such shareholder, partner, supplier or customer,
or (iv) a member of the immediate family of any such shareholder, officer,
director, partner, employee, supplier or customer. As used herein, the term
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or
otherwise.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (r)            
Borrower will not cause or permit the board of directors of the SPE Manager to
take any action which, under the terms of any certificate of incorporation,
by-laws or any voting trust agreement with respect to any common stock, requires
the vote of the board of directors of the SPE Manager, unless at the time of
such action there is at least one member who is an Independent
Manager.

    


    (s)           
Borrower will conduct its business so that the assumptions made with respect to
Borrower, and its existence as a Delaware limited liability company in the
Non-Consolidation Opinion are and remain true and correct in all respects for
the term of the Note.

    


    ARTICLE
7

    


    REPRESENTATIONS
AND WARRANTIES

    


    Borrower represents and
warrants:

    


    Section
7.01   Organization. Borrower (i) is a limited liability company,
duly organized, validly existing and in good standing under the laws of the
State of Delaware; (ii) has the necessary power and authority, and all necessary
Permits to own the Mortgaged Property and to carry on its business as now being
conducted; (iii) has the necessary power, authority and legal right to acquire,
own and lease the Mortgaged Property, to transact the business contemplated by
this Loan Agreement, and to execute, deliver and perform its obligations under
the Lease, the Aetna SPE Lease, the MCI SPE Lease, the Management Agreements,
the Multi-Party Agreement, the SNDA, this Loan Agreement, the Note and the other
Security Documents to which it is a party; and (iv) is duly qualified to do
business in every jurisdiction where the conduct of its business requires such
qualification and is duly licensed or qualified and is in good standing, as a
foreign entity in each jurisdiction wherein the nature of the business
transacted by it or the nature of the property owned or leased by it makes such
licensing or qualification necessary.

    


    Section
7.02   Authority. The signatory hereto has full power and
authority to execute the Lease, the Aetna SPE Lease, the MCI SPE Lease, the
Management Agreements, the Multi-Party Agreement, the SNDA and this Loan
Agreement on Borrower's behalf as well as the Note and the other Security
Documents. The execution and delivery by Borrower of each of the Transaction
Documents to which it is a party, Borrower's performance of its obligations
thereunder and the creation of the security interests and Liens provided for in
the Note and the Security Documents to which it is a party have been duly
authorized by all requisite action on the part of Borrower, including the
consent of the holder(s) of ownership interests in Borrower where required. The
Transaction Documents to which Borrower is a party have been duly authorized,
executed and delivered by it. Borrower has all requisite power and authority to
perform its obligations under the Transaction Documents to which it is a
party.

    


    Section 7.03   Consents.
Borrower is not required to obtain any Permit from, or to file or register any
declaration or statement with, any Governmental Authority in connection with or
as a condition to the valid execution, delivery, performance or enforceability
of any of the Transaction Documents, or if required the same has been duly
obtained and is in full force and effect.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section 7.04   No
Litigation. There are no actions, suits or proceedings at law or in equity in or
by or before any Governmental Authority now pending or, to Borrower's knowledge,
threatened against or affecting Borrower, any member of Borrower or, to
Borrower's knowledge, the Mortgaged Property or which, in any way, could
adversely affect the validity or enforceability of the Lease, the Aetna SPE
Lease, the Aetna Lease, the MCI SPE Lease, the MCI Lease the SNDA or any of the
other Transaction Documents, or which, if decided against Borrower or any
affiliate of Borrower, would have a material adverse effect on the business,
operations or financial condition of Borrower.

    


    Section
7.05   Agreements. Borrower is not a party to any agreement or
instrument or subject to any restriction (other than any exception shown in the
mortgagee title policy approved by Lender) which might materially adversely
affect the Mortgaged Property, Borrower's ability to perform its obligations
under the Transaction Documents, or Borrower's business, properties, assets,
operations or condition, financial or otherwise. Borrower is not in default
beyond applicable grace periods in the performance, observance or fulfillment of
any of the material obligations (including payment obligations), agreements or
conditions contained in any agreement or instrument to which it is a party or by
which Borrower or the Mortgaged Property is bound.

    


    Section
7.06   Enforceability. Each of the Transaction Documents executed
by Borrower and delivered to Lender has been duly executed and delivered by
Borrower, is an original, executed document, and each is the legal, valid and
binding obligation of Borrower, enforceable against Borrower in accordance with
its terms, subject to bankruptcy, insolvency and other laws of general
application affecting the rights of creditors and subject to the effect of
general principles of equity regardless of whether enforcement is sought in a
proceeding at law or in equity. As of the Closing Date, the Note, the Indenture
and the other Transaction Documents executed by Borrower are not subject to any
right of rescission, set-off, abatement, diminution, counterclaim or defense by
Borrower, including the defense of usury, and Borrower has not asserted any
right of rescission, set-off, abatement, diminution, counterclaim or defense
with respect thereto.

    


    Section
7.07   Disclosure. No statement of fact made by or on behalf of
Borrower herein or in any of the other Transaction Documents contains any untrue
statement of a material fact or omits to state any material fact necessary to
make statements contained herein or therein not misleading. There is no fact of
which Borrower has knowledge which has not been disclosed to Lender which
materially and adversely affects, or as far as Borrower reasonably foresees,
would materially and adversely affect the Mortgaged Property or the business,
properties, assets, operations or condition, financial or otherwise, of
Borrower.

    


    Section 7.08   No
Default. The execution, delivery and to Borrower's knowledge, the performance of
the obligations imposed on Borrower under any of the Transaction Documents will
not violate any provision of any Legal Requirements, the articles of
organization or operating agreement of Borrower or any indenture, agreement or
other instrument to which Borrower is a party, or by which Borrower is bound, or
be in conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under, or (except as may be provided in the
Indenture or in any of the other Transaction Documents) result in the creation
or imposition of any Lien of any nature whatsoever upon any of the property or
assets of Borrower pursuant to, any Legal Requirements, articles of
organization, operating agreement, indenture, agreement or instrument. No
default by Borrower exists under the Transaction Documents and no act has
occurred and no condition exists which, with the giving of notice or the passage
of time, or both, could constitute a default under any of the Transaction
Documents.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section
7.09   Condemnation. To Borrower's knowledge, no Condemnation has
been commenced or has been announced as being contemplated with respect to all
or any portion of the Mortgaged Property or for the relocation of roadways
providing access to the Mortgaged Property.

    


    Section 7.10   Federal
Reserve Regulations. The proceeds of the Loan will be used to acquire the
Mortgaged Property, to pay expenses of the transaction contemplated hereby and
to distribute any remaining balance to Borrower's beneficial owners. No part of
the proceeds of the Loan will be used, directly or indirectly, for the purpose
(whether immediate, incidental or ultimate) of buying or carrying any "margin
stock" within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System or for any other purpose which would be inconsistent with
such Regulation U, or used, directly or indirectly, in violation of any other
Regulations of such Board of Governors, or for any purposes prohibited by Legal
Requirements or by the terms and conditions of this Loan Agreement.

    


    Section 7.11   Utilities
and Public Access To Borrower's knowledge, the Mortgaged Property has adequate
rights of access to dedicated public ways (and the Mortgaged Property makes no
material use of any means of access or egress that is not pursuant to such
dedicated public ways or recorded, irrevocable rights-of-way or easements) and
is served by adequate water, sewer, sanitary sewer and storm drain facilities.
To Borrower's knowledge: (i) all public utilities necessary for the full use and
enjoyment of the Mortgaged Property are located in the public right-of-way or in
or through a recorded irrevocable easement in favor of the Mortgaged Property,
and (ii) all such utilities are connected so as to serve the Mortgaged Property
without passing over other property, except to the extent that such utilities
are accessible to the Mortgaged Property by virtue of a recorded, irrevocable
easement or similar agreement or right. To Borrower's knowledge, all roads
necessary for the full utilization of the Mortgaged Property for its current
purpose have been completed and Borrower has no knowledge that such roads have
not been dedicated to public use and accepted by all Governmental
Authorities.

    


    Section 7.12   Not
Foreign Person. Borrower is not a "foreign person" within the meaning of Section
1445(f)(3) of the Internal Revenue Code.

    


    Section 7.13   Indenture
Liens. The Indenture and the other Loan Documents are intended by Borrower to
create a legal, valid, fully perfected and enforceable first priority Lien on
the Mortgaged Property, and in any personalty owned by Borrower described in the
Loan Documents, as security for the repayment of the Loan, subject only to any
exceptions shown in the mortgagee title policy approved by Lender. To Borrower's
knowledge, the Mortgaged Property is free and clear of any mechanics' and
materialmen's Liens which are before or equal with the Lien of the Indenture,
except those which are insured against in the mortgagee title
policy.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section
7.14   Assignment of Leases.

    


    (a)           
Assignment of Lease. Pursuant to the Indenture and the Assignment of Lease,
Lender is the assignee of Borrower's interest under (i) the Lease, (ii) the
Lease Guaranty, (iii) the Management Agreements, (iv) the Guaranty of Management
Agreements, (v) the Multi-Party Agreement, (vi) the Guaranty of Multi-Party
Agreement, and (vii) the Other Leases (the items identified at subparagraphs (i)
through (vii) herein shall collectively be referred to as the "ASSIGNED
DOCUMENTS"). Except as provided in paragraph 7.14(b) below, Borrower has made no
prior assignments of the Assigned Documents, or otherwise assigned, pledged or
hypothecated the Rents or any other income due and payable or to become due and
payable with regard to the Lease or the Management Agreements. The Assignment of
Lease creates a valid, collateral, first priority assignment of, and a valid
first priority security interest in, Borrower's right to receive all payments
due under the Lease and the Management Agreements, and no other Person owns any
interest in the Lease.

    


    
      	
              (a)  

            	
                      Assignment
      of Aetna Lease and MCI Lease.

            


    

    


    (i)            
Aetna Lease. The Aetna Lease has been assigned by Borrower to the Aetna
SPE.

    


    (ii)            MCI
Lease. The MCI Lease has been assigned by Borrower to the MCI SPE.

    


    Section 7.15   No
Adverse Change. There has been no material adverse change in the representations
made or information heretofore supplied to Lender by or on behalf of Borrower in
connection with the Transaction Documents as to (a) the composition or structure
of Borrower (except as heretofore disclosed in writing to Lender) or, finances,
business operations, credit, prospects or financial condition of Borrower or any
owner of Borrower; (b) the rental income, condition or ownership of the
Mortgaged Property; or (c) any other features of the transaction contemplated
under the Transaction Documents.

    


    Section 7.16   Lease and
Management Agreements. (a) The Lease, the Lease Guaranty, the Management
Agreements, the Guaranty of Management Agreements, the Multi-Party Agreement and
the Guaranty of Multi-Party Agreement are in full force and effect; (b) a true
and correct copy of the Lease, the Lease Guaranty, the Management Agreement, the
Guaranty of Management Agreements, the Multi-Party Agreement and the Guaranty of
Multi-Party Agreement as amended to the Closing Date have been delivered to
Lender; (c) no default by Borrower and, to Borrower's knowledge, no default
exists by (i) Tenant under the Lease, (ii) Manager under the Management
Agreements, (iii) Lease Guarantor under the Lease Guaranty, (iv) Management
Agreement Guarantor under the Guaranty of Management Agreements, (v) Tenant, the
Aetna SPE or the MCI SPE under the Multi-Party Agreement, or (vi) Multi-Party
Agreement Guarantor under the Guaranty of Multi-Party Agreement; (d) Borrower
has not delivered or received any notice of default under the Lease, Lease
Guaranty or Management Agreements or Guaranty of Management Agreements; (e) all
Rents due and payable under the Lease have been paid in full and Borrower has
not accepted or received any advance payments of Rent from Tenant; and (f) to
Borrower's knowledge, there exist no rights of offset or defenses to pay any
portion of the Rents.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section
7.17   Condition, Compliance. To Borrower's knowledge, the
Mortgaged Property is (a) in good condition, free of any material damage or
waste that would affect the value of the Mortgaged Property and free of
structural defects and all building systems contained therein are in good
working order; (b) lawfully occupied by (i) Tenant under the Lease, (ii) Aetna
under the Aetna Lease, and (iii) MCI under the MCI Lease; and (c) in compliance
with all existing Legal Requirements (except that the parking is a legal
non-conforming use thereunder) and all agreements and restrictions affecting the
Mortgaged Property, occupancy, use or operation of such Mortgaged Property. To
Borrower's knowledge, all permits, inspections, approvals, licenses, franchises,
certificates and other authorizations required by Legal Requirements or by
insurance standards or otherwise to be made or issued with respect to the lawful
ownership, use and occupancy of the Mortgaged Property have been made or will be
obtained from the appropriate authorities and are or will be valid and in full
force and effect.

    


    Section 7.18   Related
Party Loans. There are no loans payable by Borrower or any affiliate of Borrower
to Lender except for (i) the Loan evidenced by the Loan Documents, (ii) the
leasehold mortgage loan dated as of the Closing Date from the Aetna Leasehold
Lender to the Aetna SPE, and (iii) the leasehold mortgage loan dated as of the
Closing Date from the MCI Leasehold Lender to the MCI SPE. There are no loans
payable by Borrower to any affiliate of Borrower or any affiliate of any Person
having any interest in Borrower. For purposes of the foregoing, the term
"affiliates" includes all entities that would be included by the definitions of
affiliate set forth in Section 15 of the Securities Act of 1933 or Section 20 of
the Securities Exchange Act of 1934.

    


    Section 7.19   Service
Contract. To Borrower's knowledge, except for the Management Agreements and
except as disclosed on Schedule 7.19, there are no equipment leases, service
contracts, maintenance contracts or similar agreements with respect to the
Mortgaged Property to which Borrower is a party or by which it is
bound.

    


    Section 7.20   No
Insolvency or Judgment. Neither Borrower, nor to Borrower's knowledge, any
affiliate or member of Borrower, is (a) the subject of or a party to any state
or federal bankruptcy or insolvency proceeding, or (b) the subject of any
judgment unsatisfied of record or docketed in any court of the state in which
the Mortgaged Property is located or in any other court located in the United
States. Borrower is not contemplating either the filing of a petition by it
under any state or federal bankruptcy or insolvency laws or the liquidation of
all or a major portion of Borrower's assets or property, and Borrower has no
knowledge of any Person contemplating the filing of any such petition against
it. After giving effect to the transactions contemplated hereby, as of the
Closing Date the fair saleable value of Borrower's assets exceeds Borrower's
total liabilities, including without limitation subordinated, unliquidated,
disputed and contingent liabilities. The fair saleable value of Borrower's
assets is and will, immediately following the making of the Loan, be greater
than Borrower's probable liabilities, including the maximum amount of its
contingent liabilities on its Loans as such Loans become absolute and matured.
Borrower's assets do not and, immediately following the making of the Loan, will
not constitute unreasonably small capital to carry out its business as conducted
or as proposed to be conducted. Borrower does not intend to, and does not
believe that it will, incur loans and liabilities (including, contingent
liabilities and other commitments) beyond its ability to pay such indebtedness
as it matures (taking into account the timing and amounts of cash to be received
by Borrower and the amounts to be payable on or in respect of obligations of
Borrower).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section
7.21   Separateness. The representations and warranties
concerning Borrower made in Borrower's Certificate to, and relied on by, counsel
rendering the Non-Consolidation Opinion are true, complete and correct, are
incorporated herein by reference and may be relied upon by Lender and its
successors and assigns.

    


    Section
7.22   Subleases. Except for (i) the Aetna Lease, (ii) the Aetna
SPE Lease, (iii) the MCI Lease, (iv) the MCI SPE Lease, and (v) those leases
disclosed on the rent roll delivered by Tenant to Borrower (a copy of which rent
roll is attached as Exhibit C to the Estoppel Certificate delivered by Tenant to
Borrower and Lender, and dated as of the Closing Date), to Borrower's knowledge,
there are no leases, subleases or other occupancy agreements affecting all or
any portion of the Mortgaged Property in existence on the Closing Date, and no
Person has any possessory interest in, or right to occupy, the Mortgaged
Property except pursuant to the Lease, and the leases described in subparagraphs
(i) through (v) herein.

    


    Section 7.23   Taxes.
All Taxes and Impositions which would be a Lien on the Mortgaged Property, and
that before the Closing Date were due and owing in respect of the Mortgaged
Property, have been paid, or the Tenant is required to pay such Taxes and
Impositions.

    


    Section 7.24   No
Broker. There are no third-party brokers or investment bankers except for Legg
Mason Mortgage Capital Corporation involved in connection with the financing
contemplated by the instant transaction or who may in any way claim or be
entitled to compensation on account hereof.

    


    Section
7.25   Investment Company Act. Borrower is not (a) an "investment
company" or a company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended; or (b) a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company", within
the meaning of the Public Utility Holding Act of 1935, as amended. Its sole
business is the ownership, operation and maintenance of the Mortgaged
Property.

    


    Section
7.26   Compliance with ERISA and State Statutes on Governmental
Plans. (a) Borrower is not an "employee benefit plan" as defined in Section 3(3)
of ERISA, which is subject to Title I of ERISA; (b) the assets of Borrower do
not constitute "plan assets" of one or more plans within the meaning of 29
C.F.R. Section 2510.3-101; (c) Borrower is not a "governmental plan" within the
meaning of Section 3(32) of ERISA; and (d) transactions by or with Borrower are
not subject to state statutes regulating investments of and fiduciary
obligations with respect to governmental plans.

    


    Section 7.27   Hazardous
Substances. Except as otherwise disclosed by the Environmental Site Assessment
(as defined in the Lease), which Borrower furnished to Lender before the Closing
Date, Borrower has received no written notice or other communication from any
Person and has no actual knowledge (a) that the Mortgaged Property is in direct
or indirect violation of any Environmental Laws; (b) that Hazardous Substances
are located on or have been handled, generated, stored, processed or disposed of
on or released or discharged from the Mortgaged Property (including underground
contamination) except for those Hazardous Substances used by Borrower or Tenant
in the ordinary course of its business and in compliance with all Environmental
Laws; (c) that the Mortgaged Property is subject to any actual or threatened
Lien or notice or action by any Governmental Authority relating to Hazardous
Substances; (d) of any existing or closed underground storage tanks or other
underground storage receptacles for Hazardous Substances located on the
Mortgaged Property; (e) of any investigation, action, proceeding or claim by any
Governmental Authority or by any third party which could result in any
liability, penalty, sanction or judgment under any Environmental Laws with
respect to any condition, use or operation of the Mortgaged Property nor does
Borrower know of any basis for such a claim; or (f) of any claim by any party
that any use, operation or condition of the Mortgaged Property has caused any
violation of Environmental Laws on any other property nor does Borrower know of
any basis for such a claim.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
8

    


    CASUALTY
AND CONDEMNATION

    


    Section 8.01   Notice;
Settlement. If Borrower has knowledge of a Casualty or an actual or threatened
Condemnation with respect to the Mortgaged Property, Borrower will give or cause
to be given prompt notice thereof to Lender which notice will set forth in
reasonable detail the facts or circumstances known to it with respect to each
such Casualty or Condemnation, and which will include, for any Condemnation
copies of any papers Borrower has received in connection with such proceeding.
Except as otherwise permitted in the Lease, Borrower will not settle or adjust
or permit the settlement or adjustment of any insurance claim or Condemnation
award, compensation or other payment without Lender's prior written consent.
Notwithstanding any Destruction, Borrower must continue to pay the Debt at the
time and in the manner provided for its payment in the Note and the Debt will
not be reduced until Lender has actually received any Net Award and applied it
to the discharge of the Debt. Lender will not be limited to the interest paid on
the award by the Governmental Authority but may receive out of the Net Award
interest at the rate or rates provided herein and in the Note. Borrower will
cause the award, compensation or other payment made in any Condemnation which is
payable to Borrower, to be paid directly to Lender.

    


    Section
8.02   Restoration. The Net Award required pursuant to the Lease,
the Aetna Lease or the MCI Lease to be applied to restore the Mortgaged Property
will be disbursed in accordance with and subject to the conditions set forth in
Article 12 of the Lease. The Net Award that is not required to be disbursed to
Restore the Mortgaged Property pursuant to the provisions of the Lease will,
subject to Tenant's rights to receive that portion of the Net Award allocated to
Lessee's Loss (as defined in the Lease), be delivered to Lender. If no Event of
Default exists, the excess portion of the Net Award, with the prior written
consent of the insured under the RVI Policy, shall be remitted to the Borrower.
Lender will deliver any such excess portion of the Net Award to Borrower free of
the Lien created by the Indenture. If an Event of Default exists Lender may
apply the excess portion of the Net Award to pay the Debt in such order as
Lender may elect in its discretion.

    


    Section 8.03   Claims
for Net Award. If the Mortgaged Property is sold, through foreclosure or
otherwise, before Lender receives any Net Award, Lender may, whether or not a
deficiency judgment on the Note has been sought, recovered or denied, receive
said Net Award, or a portion thereof sufficient to pay the Debt. Borrower will
file and prosecute or cause to be filed and prosecuted its claim or claims for
any such Net Award in good faith and with due diligence and subject to terms of
the Lease cause the same to be paid over to Lender. Borrower irrevocably
authorizes and empowers Lender, in Borrower's name or otherwise, to collect and
receipt for any such Net Award and to file and prosecute such claim or claims.
Although Borrower expressly agrees that any further assignments or other
instruments are not necessary, Borrower will, upon demand of Lender, make,
execute and deliver any and all assignments and other instruments sufficient to
assign any such Net Award to Lender, free and clear of any Liens of any kind or
nature whatsoever.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
9

    


    EVENTS OF
DEFAULT/REMEDIES

    


    Section 9.01   Events of
Default. The Debt shall become immediately due and payable at the option of
Lender, without notice or demand, upon any one or more of the following events
or occurrences ("EVENTS OF DEFAULT"):

    


    (a)           
if any portion of the Debt is not paid when due;

    


    (b)          
 if the Lease is terminated before the end of the term thereof for any
reason or is in any way amended or modified (except as expressly provided for
herein or therein) or is hypothecated without Lender's prior written
consent;

    


    (c)           
if any representation or warranty of Borrower made in this Loan Agreement or in
any certificate, report or other financial statement or other instrument or
document delivered pursuant hereto, or any notice, certificate, demand or
request delivered to Lender pursuant to this Loan Agreement, the Security
Documents, or any of the other Transaction Documents proves to be false or
misleading in any material and adverse respect as of the time when the same is
made;

    


    (d)           
if Borrower violates or does not comply with the provisions of subsections 6(d),
(e), (f), (g), (j) or (k) of the Assignment of Lease, subsection 10.01(c)
hereof, the Transfer prohibitions of Article 5 hereof, or the separateness
covenants of Article 6 hereof;

    


    (e)          
 if Borrower consummates a transaction which would cause this Loan
Agreement or any exercise of Lender's rights under the Transaction Documents to
constitute a non-exempt prohibited transaction under ERISA or to violate a state
statute regulating governmental plans, or otherwise subject Lender to liability
for violation of ERISA or such state statute;

    


    (f)            
if any final judgment for the payment of money which is not fully covered by
insurance is rendered against Borrower and Borrower does not discharge the same
or cause it to be discharged or vacated within one hundred twenty (120) days
from the entry thereof, or does not appeal therefrom or from the order, decree
or process upon which or pursuant to which said judgment was granted, based or
entered, and does not secure a stay of execution pending such appeal within one
hundred twenty (120) days after the entry thereof;

    


    (g)           
subject to the provisions of subsection 4.02(b) hereof, if any of the Taxes or
Impositions are not paid before delinquency;

    


    (h)           
if the Policies are not kept in full force and effect in accordance with the
Insurance Requirements;

    


    (i)            
if Borrower makes an assignment for the benefit of creditors or if Borrower
generally does not pay its debts as they become due;

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (j)             if
a receiver, liquidator or trustee of Borrower is appointed or if Borrower is
adjudicated a bankrupt or insolvent, or if any petition for bankruptcy,
reorganization or arrangement pursuant to federal bankruptcy law, or any similar
federal or state law, is filed by or against, consented to, or acquiesced in, by
Borrower or if any proceeding for the dissolution or liquidation of Borrower is
instituted; however, if such appointment, adjudication, petition or proceeding
is involuntary and is not consented to by Borrower, upon the same not being
discharged, stayed or dismissed within 120 days;

    


    (k)           
if Borrower defaults under any other mortgage or security agreement covering any
part of the Mortgaged Property whether it be superior or junior in Lien to the
Indenture and the same is accelerated as a result of such default;

    


    (l)            
subject to the provisions of subparagraph 4.02 hereof, if the Mortgaged Property
becomes subject to any mechanic's, materialman's or other Lien (other than for
Taxes which are not then due and payable) and such Lien remains undischarged of
record (by payment, bonding or otherwise) for a period of forty-five (45)
days;

    


    (m)           except
for specific defaults set forth in this Section 9.01, if Borrower defaults in
the observance or performance of any other term, agreement or condition of this
Loan Agreement, and Borrower fails to remedy such default within thirty (30)
days after notice by Lender to Borrower of such default, or, if such default is
of such a nature that it cannot with due diligence be cured within said thirty
(30) day period, if Borrower fails, within said thirty (30)days, to commence all
steps necessary to cure such default, and fails to complete such cure within two
hundred forty (240) days after the end of such thirty (30) day period (or, if
the obligation giving rise to such default is also an obligation of Tenant under
the Lease, such longer cure period as Tenant is allowed under the Lease to
perform such obligation);

    


    (n)           
except for specific defaults set forth in this Section 9.01, if Borrower
defaults in the observance or performance of any term, agreement or condition of
the Note or any of the Security Documents, and such default continues after the
end of any applicable cure period provided for therein and if no cure period is
provided, then after thirty (30) days notice and opportunity to cure, provided,
that if any default not otherwise described in this Section 9.01 occurs under
the Assignment of Lease solely as a result of a Lease Default then such default
shall be governed by the provisions of Section 9.01(o) hereof. Notwithstanding
anything to the contrary in this Loan Agreement, a default under the Multi-Party
Agreement (except for any default under Section 5 [Aetna Lease and MCI Lease]
and/or Section 9 [No Amendment] thereunder) shall not be an Event of Default
hereunder;

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (o)           
if one or more Lease Defaults exist and if no other Event of Default exists
hereunder or under the other Loan Documents, Borrower may cure such Lease
Defaults on Tenant's behalf and, upon such cure, such Lease Defaults will not be
an Event of Default hereunder; provided, however, that Borrower's right to cure
such Lease Defaults will be limited to (i) a thirty (30) day period for Tenant's
failure to (1) pay Basic Rent or Additional Rent, and provided, however, that
Borrower will not have a right to cure Tenant's failure to pay Basic Rent or
Additional Rent after the ninth (9th) consecutive month of such failure, or at
any time after there has been a total at any time of twenty-four (24) such
failures, (2) maintain Policies in accordance with the Insurance Requirements,
or (3) pay Taxes and Impositions in accordance with Paragraph 6 of the Lease,
and (ii) a ninety (90) day period for any other Lease Defaults; and thereafter
such Lease Defaults will be an Event of Default hereunder;

    


    (p)           
if the Lease is canceled, terminated, abridged, modified, surrendered or
rejected in bankruptcy;

    


    (q)           
if any event of default (as defined in paragraph 20 of the Lease) occurs under
subparagraphs 20(a)(iii), (iv), (v), or (vii) of the Lease; and

    


    (r)            
if any of the following exist uncured for forty-five days following written
notice; (i) the failure of any representation or warranty made by Borrower under
Section 7.26 to be true and correct in all respects, or (ii) Borrower fails to
provide Lender with the written certifications and evidence referred to in
Section 4.11(b).

    


    Section 9.02   Remedies
Generally. If any Event of Default occurs, Lender may declare all or any portion
of the Debt to be immediately due and payable and may take such other actions,
without notice or demand, as it deems necessary to protect and enforce its
rights against Borrower and against the Mortgaged Property, including the right
to exercise the powers and remedies available under the Security
Documents.

    


    Section 9.03   Right to
Cure Defaults. If an Event of Default exists, Lender and/or Servicer may
(themselves or by their agents, employees, contractors, engineers, architects,
nominees, attorneys or other representatives), but without any obligation to do
so and without Notice to Borrower and without releasing Borrower from any
obligation hereunder, cure the Event of Default in such manner and to such
extent as Lender and/or Servicer may deem necessary to protect the security
hereof. Subject to Tenant's rights under the Lease and the SNDA and the tenants'
rights under the Superior Leases, Lender and Servicer (and their agents,
employees, contractors, engineers, architects, nominees, attorneys or other
representatives) are authorized to enter upon the Mortgaged Property to cure
such Event of Default, and Lender and/or Servicer are authorized to appear in,
defend, or bring any action or proceeding reasonably necessary to maintain,
secure or otherwise protect the Mortgaged Property or the priority of the Lien
granted by the Indenture, or to foreclose the Indenture or collect the Debt,
including the right to make Protective Advances. All Protective Advances will be
immediately due and payable upon demand by Lender or Servicer therefor and will
bear interest at the Default Rate, for the period after notice from Lender
and/or Servicer that such cost or expense was incurred to the date of payment
infull of such Protective Advances to Lender and/or Servicer.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section
9.04   Prepayment After Event of Default. If an Event of Default
exists, and Borrower tenders payment of an amount sufficient to satisfy the Debt
at any time before a sale of the Mortgaged Property either through foreclosure
or the exercise of other remedies available to Lender under this Loan Agreement
and the Security Documents, such tender by Borrower will be deemed to be a
voluntary prepayment under the Note and this Loan Agreement, in the amount
tendered. If such tender occurs during the Lockout Period, Borrower must, in
addition to the outstanding principal balance of the Note, also pay to Lender a
sum equal to (a) interest accrued and unpaid on the principal balance of the
Note to the date of such tender; (b) an amount equal to the Prepayment
Consideration calculated from the date of such tender; and (c) all other amounts
due under the Loan Documents. If such tender occurs after the Lockout Period,
Borrower must, in addition to the outstanding principal balance due under the
Note, also pay to Lender a sum equal to the amounts set forth in clauses (a) and
(c) above as well as the applicable Prepayment Consideration. Borrower
acknowledges that the Prepayment Consideration represents the reasonable
estimate by Borrower and Lender of the fair compensation for the loss that
Lender may sustain due to the payment of the Note before the due date thereof
and is not a penalty. Subject to Section 12.20, such Prepayment Consideration
will be paid without prejudice to Lender's right to collect any other amounts
provided to be paid under the Loan Documents.

    


    Section 9.05   Right of
Entry. Subject to (i) the rights of Tenant under the Lease and the SNDA, and (i)
any of the tenants under the Superior Leases, Lender and its agents may at any
time during normal business hours enter and inspect the Mortgaged
Property.

    


    Section 9.06   Remedies
under Security Documents. If any Event of Default exists, Lender may, to the
extent permitted by Legal Requirements, exercise any or all of the rights and
powers and pursue any or all of the remedies set forth herein and in the
Security Documents.

    


    Section 9.07   Actions
and Proceedings. Lender may appear in and defend any action or proceeding
brought with respect to the Mortgaged Property and may bring any action or
proceeding, in the name and on behalf of Borrower, which Lender, in its
discretion, decides should be brought to protect its interest in the Mortgaged
Property. Lender shall, at its option, be subrogated to the Lien of any mortgage
or other security instrument discharged in whole or in part by the Debt, and any
such subrogation rights shall constitute additional security for the payment of
the Debt.

    


    Section 9.08   Waiver of
Counterclaim. All amounts due under the Loan Documents are payable without
setoff, counterclaim or any deduction whatsoever. Borrower waives the right to
assert a setoff, counterclaim (other than a mandatory or compulsory
counterclaim) or deduction in any action or proceeding brought against it by
Lender.

    


    Section 9.09   Recovery
of Sums Required to Be Paid. Lender may from time to time take action to recover
any sum or sums which constitute a part of the Debt as the same become due,
without regard to whether or not the balance of the Debt shall be due, and
without prejudice to the right of Lender thereafter to bring an action of
foreclosure, or any other action, for a default or defaults by Borrower existing
at the time such earlier action was commenced.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
10

    


    LEASE/LEASE
TERMINATION

    


    Section 10.01 The Lease,
Management Agreements, Multi-Party Agreement and Other Leases. (a) Borrower, by
the Indenture and the Assignment of Lease, has absolutely and unconditionally
assigned to Lender, all of Borrower's right, title and interest in the Assigned
Documents and the Rents, it being intended by Borrower that such assignment
constitutes a present, absolute assignment. Notwithstanding the foregoing, it is
understood that the assignment of the Borrower's interest in the Assigned
Documents, as it relates to the Aetna Lease and the MCI Lease, is subject to (i)
the prior assignment by the Borrower to the Aetna SPE and the MCI SPE,
respectively, and (ii) the immediately subsequent assignments thereof, by the
Aetna SPE and the MCI SPE to the Aetna Leasehold Lender and the MCI Leasehold
Lender, respectively. Additionally, the Aetna SPE and the MCI SPE have assigned
their respective interests in the Aetna Lease and the MCI Lease to the Tenant,
which such assignments are effective upon the expiration of the "Primary Term"
of each of the Aetna Lease and the MCI Lease (as such term is defined therein).
Upon the payment of the Obligations in full, and the performance and observance
of the provisions of the Loan Documents, Lender will, at the request and at the
sole expense of Borrower, deliver to Borrower, an instrument in recordable form
canceling the Assignment of Lease and the Indenture and reassigning the
Borrower's interest in the Assigned Documents without recourse, representation
or warranty, to Borrower.

    


    (a)           
Borrower may, with Lender's prior written consent and upon satisfaction of the
conditions contained in Section 21 of the Lease, permit Tenant to grant
easements which provide utility or access to the Mortgaged Property, and other
licenses, rights-of-way, and other rights and privileges in the nature of
easements for such purposes.

    


    (b)           Upon
Lender's request, Borrower will request and use reasonable efforts to obtain,
with respect to the Lease, or the Mortgaged Property, separate estoppel
certificates from (i) Tenant, (ii) the tenant under the Aetna Lease, and (iii)
the tenant under the MCI Lease, in substantially the form required by the Lease
or if not so required, in form and substance reasonably satisfactory to
Lender.

    


    (c)           Subject
to the provisions of Section 10.02, Borrower will not exercise its option to
reject Tenant's Rejectable Offer arising under subparagraphs 9(h) or 12(c) of
the Lease without Lender's prior written consent.

    


    Section 10.02 Permitted Lease
Termination Events. (a) At Borrower's election, with Lender's prior written
consent, Borrower may require Tenant to make a Rejectable Offer if a Permitted
Lease Termination Event occurs, provided the terms of this Section 10.02 shall
apply. Additionally, as set forth at Section 12(c) of the Lease, under certain
circumstances after a Destruction the Tenant may make a Rejectable Offer,
provided that the terms of this Section 10.02 shall apply.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (a)           
If a Permitted Lease Termination Event results from an "event of default" under
Article 9 of the Lease and Tenant is deemed to have made a Rejectable Offer at
the Article 9 Purchase Price, Borrower must, at its option, either (i) accept
the Rejectable Offer, in which event Borrower will cause the Article 9 Purchase
Price paid by Tenant to be paid to Lender to apply in accordance with the terms
of the Note, or (ii) with Lender's prior written consent, reject such Rejectable
Offer of the Article 9 Purchase Price, provided, that if Borrower elects to
reject the Rejectable Offer of the Article 9 Purchase Price, it must prepay the
entire outstanding principal balance of the Note, together with accrued and
unpaid interest and charges thereunder and Prepayment Consideration and all
other amounts due hereunder at the time and in the manner provided below. If
Borrower fails to accept or reject Tenant's Rejectable Offer of the Article 9
Purchase Price within the period provided under paragraph 9(h) of the Lease,
Borrower will be deemed to have accepted such Rejectable Offer. If Borrower
fails to accept or reject Tenant's Rejectable Offer of the Article 9 Purchase
Price within seventy (70) days after Tenant's giving of the Rejectable Offer of
the Article 9 Purchase Price, then Lender may notify Tenant that Borrower and
Lender elect to accept Tenant's Rejectable Offer of the Article 9 Purchase
Price, which notice of acceptance by Lender will be as fully binding on Borrower
as if Borrower had joined in such acceptance. If Borrower desires to reject the
Rejectable Offer of the Article 9 Purchase Price, then within seventy (70) days
after Tenant's giving of the notice of the Rejectable Offer of the Article 9
Purchase Price and before delivering notice of such rejection to Tenant,
Borrower shall deliver to Lender either (I) cash in an amount equal to the
Prepayment Amount, accrued and unpaid interest and charges thereon and all
amounts due hereunder and Prepayment Consideration, or (II) a Letter of Credit
having a stated maturity at least one hundred eighty (180) days after the
termination of the Lease, in an amount equal to the sum of (x) the Prepayment
Amount, accrued and unpaid interest and charges under the Note through the next
debt service payment date (the "ARTICLE 9 FIRST DRAW DATE") and all amounts due
hereunder and Prepayment Consideration calculated as if the settlement date is
the date of delivery of such Letter of Credit, and (y) all debt service payments
due through and including the debt service payment date immediately succeeding
the Article 9 First Draw Date. Such Letter of Credit shall provide that on the
Article 9 First Draw Date, if the payment due on such date is not paid by
Borrower, Lender may draw on the Letter of Credit in an amount equal to such
payment, and if Borrower does not pay in full the Debt due under the Note before
the next debt service payment date immediately following the Article 9 First
Draw Date, Lender may draw on such Letter of Credit on such debt service payment
date in an amount equal to the Prepayment Amount, accrued and unpaid interest
and charges under the Note and all amounts due hereunder and Prepayment
Consideration. Borrower agrees to bear and will pay or reimburse Lender on
demand for all reasonable third party expenses (including, reasonable attorneys'
fees and disbursements) incurred by Lender in connection with the review and
approval of such Letter of Credit and any drawing thereunder. In addition, the
Lien of the Indenture on the Mortgaged Property will not be released until cash
in an amount equal to the Prepayment Amount, accrued and unpaid interest and
charges under the Note and all amounts due hereunder and Prepayment
Consideration have been paid in full to Lender. If the conditions precedent set
forth in subsections (I) or (II) of this subsection 10.02(b) to Borrower's
election to reject the Rejectable Offer of the Article 9 Purchase Price are
satisfied within the time period set forth therein, then Lender will consent to
Borrower's election to reject such Rejectable Offer. If the conditions precedent
set forth in this subsection 10.02(b) to the election by Borrower of the option
provided in subsection 10.02(b)(ii) are not satisfied by Borrower, then Borrower
shall be deemed to have elected the option provided in subsection
10.02(b)(i).Upon request of Borrower and provided that Lender has elected not to
accept Tenant's Rejectable Offer of the Article 9 Purchase Price, Lender will
provide Tenant with written notice within seventy-five (75) days after the
giving of Tenant's notice of Rejectable Offer of the Article 9 Purchase Price
that Lender elects not to accept Tenant's Rejectable Offer of the Article 9
Purchase Price and such election not to accept Tenant's Rejectable Offer shall
be fully binding upon Borrower as if Borrower had joined such election not to
accept.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (b)           
if a Permitted Lease Termination Event results from a Destruction and Tenant
makes or is deemed to have made a Rejectable Offer at the Article 12 Purchase
Price, Borrower must, at its option, either (i) accept the Rejectable Offer, in
which event Borrower will cause the Article 12 Purchase Price paid by Tenant to
be paid to Lender to apply in accordance with the terms of the Note, or (ii)
with Lender's prior written consent, reject such Rejectable Offer of the Article
12 Purchase Price, provided, that if Borrower elects to reject the Rejectable
Offer of the Article 12 Purchase Price, it must prepay the entire outstanding
principal balance of the Note, together with accrued and unpaid interest and
charges thereunder and Prepayment Consideration (providedthat Prepayment
Consideration will only be payable if an Event of Default exists at the time of
such Destruction) and all other amounts due hereunder at the time and in the
manner provided below. If Borrower fails to accept or reject Tenant's Rejectable
Offer of the Article 12 Purchase Price within the period provided under
paragraph 12(c) of the Lease, Borrower will be deemed to have accepted such
Rejectable Offer. If Borrower fails to accept or reject Tenant's Rejectable
Offer of the Article 12 Purchase Price within seventy (70) days after Tenant's
giving of the Rejectable Offer of the Article 12 Purchase Price, then Lender may
notify Tenant that Borrower and Lender elect to accept Tenant's Rejectable Offer
of the Article 12 Purchase Price, which notice of acceptance by Lender shall be
as fully binding on Borrower as if Borrower had joined in such acceptance. If
Borrower desires to reject the Rejectable Offer of the Article 12 Purchase
Price, then within seventy (70) days after Tenant's giving of the notice of
Rejectable Offer of the Article 12 Purchase Price and before delivering notice
of such rejection to Tenant, Borrower shall deliver to Lender either (I) cash in
an amount equal to the Prepayment Amount, accrued and unpaid interest and
charges thereon and, if an Event of Default exists, Prepayment Consideration, or
(II) a Letter of Credit, in an amount equal to the sum of (x) the Prepayment
Amount, accrued and unpaid interest and charges under the Note through the next
debt service payment date (the "ARTICLE 12 FIRST DRAW DATE") and all amounts due
hereunder and, if an Event of Default exists, Prepayment Consideration
calculated as if the settlement date is the date of delivery of such Letter of
Credit, and (y) all debt service payments due through and including the debt
service payment date immediately succeeding the Article 12 First Draw Date. Such
Letter of Credit shall provide that on the Article 12 First Draw Date, if the
payment due on such date is not paid by Borrower, Lender may draw on the Letter
of Credit in an amount equal to such payment, and if Borrower does not pay in
full the Debt due under the Note before the next debt service payment date
immediately following the Article 12 First Draw Date, Lender may draw on such
Letter of Credit on such debt service payment date in an amount equal to the
Prepayment Amount, accrued and unpaid interest and charges under the Note and
all amounts due hereunder and Prepayment Consideration (if an Event of Default
exists). Borrower agrees to bear and will pay or reimburse Lender on demand for
all reasonable expenses (including, reasonable attorneys' fees and
disbursements) incurred by Lender in connection with the review and approval of
such Letter of Credit and any drawing thereunder. In addition, the Lien of the
Indenture on the Mortgaged Property will not be released until cash in an amount
equal to the Prepayment Amount, accrued and unpaid interest and charges under
the Note and all amounts due hereunder and Prepayment Consideration (if an Event
of Default exists) have been paid in full to Lender. If the conditions precedent
set forth in this subsection in subsections (I) or (II) of this subsection
10.02(c) to Borrower's election to reject the Rejectable Offer of the Article 12
Purchase Price are satisfied within the time period set forth therein, then
Lender will consent to Borrower's election to reject such Rejectable Offer. If
the conditions precedent set forth in subsection 10.02(c)(ii) are not satisfied
by Borrower, then Borrower shall be deemed to
have elected the option provided in subsection 10.02(c)(i). Upon request of
Borrower and provided that Lender has elected not to accept Tenant's Rejectable
Offer of the Article 12 Purchase Price, Lender will provide Tenant with written
notice within seventy-five (75) days after the giving of Tenant's notice of
Rejectable Offer of the Article 12 Purchase Price that Lender elects not to
accept Tenant's Rejectable Offer of the Article 12 Purchase Price and such
election not to accept Tenant's Rejectable Offer shall be fully binding upon
Borrower as if Borrower had joined such election not to accept. Notwithstanding
anything to the contrary contained in this subsection 10.02(c), if an Event of
Default exists and no event of default (as defined in Section 20 of the Lease)
exists under the Lease, then Borrower may elect to accept the Rejectable Offer
of the Article 12 Purchase Price only if Borrower delivers to Lender either cash
or a Letter of Credit in an amount equal to the Prepayment Consideration within
seventy (70) days after Tenant's giving of notice of the Rejectable Offer of the
Article 12 Purchase Price. If Borrower fails to deliver cash or a Letter of
Credit equal to the Prepayment Consideration within such seventy (70) day
period, then Lender may exercise on Borrower's behalf the right to reject such
Rejectable Offer which notice of rejection by Lender shall be fully binding on
Borrower as if Borrower had joined in such rejection.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
11

    


    INDEMNIFICATION

    


    Section 11.01 General
Indemnification. In addition to any other indemnifications provided herein, or
in the Security Documents, Borrower will, at its sole cost and expense protect,
defend, indemnify and save harmless each of the Indemnified Parties from and
against all Indemnified Liabilities (except to the extent caused by the
negligence or willful misconduct of such Indemnified Party) by reason of (i)
ownership of the Loan Documents, the Mortgaged Property or any interest therein
or receipt of any Rents; (ii) any accident, injury to or death of persons or
loss of or damage to property occurring in, on or about the Mortgaged Property
or on the adjoining sidewalks, curbs, adjacent property or adjacent parking
areas, streets or ways; (iii) any use, non-use or condition in, on or about the
Mortgaged Property or on adjoining sidewalks, curbs, adjacent property or
adjacent parking areas, streets or ways; (iv) any failure on Borrower's part to
perform or comply with any of the terms of the Transaction Documents; (v) the
performance of any labor or services or the furnishing of any materials or other
property in respect of the Mortgaged Property; (vi) to the extent not covered by
insurance, any personal injury (including wrongful death) or property damage
(real or personal) arising out of or related to Hazardous Substances or
asbestos; (vii) the Mortgaged Property's failure to comply with any Legal
Requirements; (viii) the occupation, condition, operation, service, design,
maintenance or management of the Mortgaged Property; (ix) any tax, duty,
assessment or other charge imposed by any Governmental Authority on the making
and recording of the Indenture or any other Security Document; and (x) a
violation under Section 4.11 hereof, including Indemnified Liabilities incurred,
directly or indirectly, by Lender to correct any prohibited transaction, to sell
a prohibited loan, or to obtain any individual prohibited transaction exemption
under ERISA that may be required, in Lender's sole discretion, as a result of
such a violation. Any Indemnified Liabilities payable to any of the Indemnified
Parties by reason of the application of this Section 11.01 will be secured by
the Indenture and will become
immediately due and payable and will bear interest at the Default Rate from the
date such Indemnified Liability is sustained by any of the Indemnified Parties
until paid. Borrower's obligations and liabilities under this Section 11.01 will
survive any termination, satisfaction or assignment of the Loan Documents and
the exercise by Lender of any of its rights or remedies under the Loan Documents
including, the acquisition of the Mortgaged Property by foreclosure or a
conveyance in lieu of foreclosure as to events occurring prior thereto
only.

    


    Section 11.02  Tax
Indemnification. Borrower hereby assumes liability for, hereby guarantees
payment to Lender of, hereby agrees to pay, protect, defend and save the
Indemnified Parties harmless from and against, and hereby indemnifies the
Indemnified Parties from and against any Indemnified Liabilities and increased
or additional tax liability as a result of the occurrence of any action
whatsoever taken by the Borrower or any Beneficial Owner or member of Borrower,
including, any amendment, modification, revision or alteration to the Loan
Documents, or, any trust agreement entered into by any of the Indemnified
Parties with respect to the Loan or the certificates issued thereunder, to the
extent requested by either the Borrower or any Beneficial Owner or member of
Borrower, that alter, affect, change or modify the tax treatment, tax
characterization, state law characterization, or in any other way alter, affect,
change or modify the nature of the trust so created (as defined in the
above-mentioned trust agreement or the certificates) including, taxes imposed on
the trustee thereof as a result of such trust not being treated as a grantor
trust for federal income tax purposes (assuming that prior to such change such
tax treatment was valid), to the extent such taxes exceed the amount that would
be otherwise payable by to a lender if the trust were treated as a grantor
trust.

    


    IMPORTANT
- READ THIS

    


    BORROWER
ACKNOWLEDGES THAT PURSUANT TO THE FOREGOING INDEMNITY (IN SECTION 11.01 AND
SECTION 11.02) IT HAS AGREED TO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED
PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES ARISING BY REASON OF THE ACTS
OR OMISSIONS OF ANY OF THE INDEMNIFIED PARTIES AND OTHERWISE, WHICH LIABILITIES
INCLUDE, WITHOUT LIMITATION, EXCEPT AS PROVIDED ABOVE, SOLE NEGLIGENCE,
CONCURRENT NEGLIGENCE, STRICT LIABILITY, CRIMINAL LIABILITY, STATUTORY
LIABILITY, LIABILITY FOR INJURIES NOT COMPENSATED BY WORKERS' COMPENSATION
INSURANCE, OTHER INJURIES OR LOSSES NOT COVERED BY INSURANCE AND LIABILITY
ARISING AS A RESULT OF WAIVERS, EXCULPATIONS, DISCLAIMERS OR RELEASES. IF SUCH
LIABILITY ARISES BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN
INDEMNIFIED PARTY (OR INDEMNIFIED PARTIES, AS THE CASE MAY BE) (HEREINAFTER A
"RESPONSIBLE INDEMNIFIED PARTY") THIS INDEMNITY SHALL NOT EXTEND TO ANY SUCH
RESPONSIBLE INDEMNIFIED PARTY, BUT SHALL EXTEND TO ALL OTHER INDEMNIFIED
PARTIES.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
12

    


    MISCELLANEOUS

    


    Section 12.01 Waiver of Notice.
Borrower will not be entitled to any notices of any nature whatsoever from
Lender except with respect to matters for which this Loan Agreement specifically
and expressly provides for the giving of notice by Lender to Borrower and except
with respect to matters for which Lender is required by applicable Legal
Requirements to give notice, and Borrower hereby expressly waives the right to
receive any notice from Lender with respect to any matter for which this Loan
Agreement does not specifically and expressly provide for the giving of notice
by Lender to Borrower.

    


    Section 12.02 Remedies of
Borrower. If a claim or adjudication is made that Lender has acted unreasonably
or unreasonably delayed acting in any case where by law or under the Loan
Documents, it has an obligation to act reasonably or promptly, Lender will not
be liable for any monetary damages, and Borrower's remedies will be limited to
injunctive relief or declaratory judgment.

    


    Section 12.03 Sole Discretion of
Lender. Wherever pursuant to this Loan Agreement, Lender exercises any right
given to it to approve or disapprove, or any arrangement or term is to be
satisfactory to Lender, the decision of Lender to approve or disapprove or to
decide that arrangements or terms are satisfactory or not satisfactory will be
in the sole discretion of Lender and will be final and conclusive, except as may
be otherwise expressly and specifically provided herein.

    


    Section 12.04 Non-Waiver. Lender's
failure to insist upon strict performance of any term hereof will not be deemed
to be a waiver of any term of this Loan Agreement. Borrower will not be relieved
of Borrower's obligations hereunder by reason of (i) Lender's failure to comply
with any request of Borrower to take any action to foreclose the Indenture or
otherwise enforce any of the provisions hereof or of the Note or the Security
Documents, (ii) the release, regardless of consideration, of the whole or any
part of the Mortgaged Property, or of any Person liable for the Debt or any
portion thereof, or (iii) any agreement or stipulation by Lender extending the
time of payment or otherwise modifying or supplementing the terms of the Note,
this Loan Agreement or the Security Documents.

    


    Section 12.05 No Oral Change. This
Loan Agreement, and any provisions hereof, may not be modified, amended, waived,
extended, changed, discharged or terminated orally or by any act or failure to
act on the part of Borrower or Lender, but only by an agreement in writing
signed by the party against whom enforcement of any modification, amendment,
waiver, extension, change, discharge or termination is sought.

    


    Section 12.06 Liability/Successor
and Assigns. If Borrower consists of more than one Person, the obligations and
liabilities of each such Person hereunder shall be joint and several. This Loan
Agreement will be binding upon and inure to the benefit of Borrower and Lender
and their respective successors and assigns forever.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section 12.07 Unenforceable
Provisions. If any term, agreement or condition of the Note or this Loan
Agreement is held to be invalid, illegal or unenforceable in any respect, the
Note and this Loan Agreement will be construed without such
provision.

    


    Section 12.08 Servicer. Lender
may, at Borrower's sole cost and expense, from time to time appoint a Servicer.
The Servicer will have the power and authority to exercise all of the rights and
remedies of Lender and to act as agent of Lender hereunder.

    


    Section 12.09 Duplicate Originals.
This Loan Agreement may be executed in any number of duplicate originals and
each such duplicate original will be

    deemed to
be an original.

    


    Section
12.10                                           Assignments.
Lender may assign or transfer its rights under this Loan Agreement without
limitation. Any assignee or transferee will be entitled to all the benefits
afforded Lender hereunder. Section 12.11 Risk of Loss, etc.

    


    (a)           The
risk of loss or damage to the Mortgaged Property is on Borrower, and Lender will
have no liability whatsoever for a decline in the Mortgaged Property's value,
for a failure to maintain the Policies, or for a failure to determine whether
insurance in force is adequate as to the amount of risks insured. Possession by
Lender will not be deemed an election of judicial relief, if any such possession
is requested or obtained, against any Mortgaged Property or collateral not in
Lender's possession.

    


    (b)           Lender
may resort for the payment of the Debt to any other security held by Lender in
such order and manner as Lender, in its discretion, may elect. Lender may take
action to recover the Debt, or any portion thereof, or to enforce any agreement
hereof without prejudice to the right of Lender thereafter to foreclose the
Indenture. The rights and remedies of Lender under the Indenture are separate,
distinct and cumulative and none will be given effect to the exclusion of the
others. No act of Lender will be construed as an election to proceed under any
one provision under the Indenture to the exclusion of any other provision.
Lender will not be limited exclusively to the rights and remedies stated in the
Indenture but will be entitled to every right and remedy now or hereafter
afforded at law or in equity.

    


    Section
12.12 Cooperation.

    


    (a)           Borrower
acknowledges that Lender may (i) sell, transfer or assign this Loan Agreement,
the Note and Security Documents to a trust or to one or more investors as a
whole loan in a rated or unrated public offering or private placement; (ii)
grant participation interests in the Loan to one or more investors in a rated or
unrated public offering or private placement; (iii) deposit this Loan Agreement,
the Note and Security Documents with a trust, which trust may sell certificates
to investors evidencing an ownership interest in the trust assets in a rated or
unrated public offering or private placement; or (iv) otherwise sell the Loan or
interests therein to investors in a rated or unrated public offering or private
placement (the transactions referred to in clauses (i) through (iv) are
hereinafter referred to as "SECONDARY MARKET TRANSACTIONS"). Borrower shall
cooperate in good faith with Lender (but shall not be obligated to incur any
out-of-pocket expense) to effect any such Secondary Market Transaction and to
implement all requirements imposed by any NSRO involved in any Secondary Market
Transaction, including:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (i)             making
available to Lender all readily available information concerning Borrower's
business and operations which Lender may reasonably request, including financial
information relating to the Mortgaged Property and such other information and
documents relating to Borrower, the Lease, the Management Agreements, the
Multi-Party Agreement or the Mortgaged Property as Lender may reasonably
request;

    


    (ii)            at
Lender's cost and expense and subject to the rights of Tenant, performing or
permitting or causing to be performed or permitted such site inspections,
appraisals, market studies, environmental reviews and reports (Phase I's and, if
appropriate, Phase II's, subject to the provisions of the Lease), engineering
reports and other due diligence investigations of any Mortgaged Property, as
Lender may request or as may be necessary or appropriate in connection with the
Secondary Market Transaction; and

    


    (iii)           at
Lender's cost and expense making all structural or other changes to the Loan,
modifying any documents evidencing or securing the Loan, modifying the
organizational documents of Borrower, using reasonable efforts to cause the
modification of the Lease, delivering opinions of counsel acceptable to the
Rating Agencies and addressing such matters as the Rating Agencies may require;
provided, however, that Borrower will not be required to modify the amortization
schedule of the Loan, alter Borrower's contingent liabilities, alter the Rents
payable under the Lease, alter the Termination Values computed pursuant to
Schedule C of the Lease, or modify any material term of the Loan if such
modification would adversely affect Borrower in any material respect nor be
required to modify the provisions of Article 5, or Sections 9.01, this Section
12.12 or Section 12.13 hereof. Subject to the conditions of paragraph 35 of the
Lease, Borrower must provide, at its expense, such information and documents as
are in Borrower's possession, custody, or control or which Borrower may obtain
without unreasonable effort relating to Borrower, any guarantor, the Mortgaged
Property, the Lease and Tenant (provided that Borrower shall not be obligated to
provide information which is the subject of a confidentiality agreement with a
third party) as Lender or any Rating Agency may reasonably request in connection
with a Secondary Market Transaction. Lender may provide to prospective investors
any information in its possession, including, financial statements relating to
Borrower, the Mortgaged Property and Tenant, and Lender may share such
information with the investment banking firms, Rating Agencies, accounting
firms, law firms and other third-party advisory firms involved with the Loan or
the Secondary Market Transaction. It is understood that the information provided
by Borrower to Lender may ultimately be incorporated into the offering documents
for the Secondary Market Transaction and thus such information may be disclosed
to various investors in connection with the Secondary Market Transaction. Lender
may rely on the information supplied by or on Borrower's behalf.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      (b)          
If any Secondary Market Transaction includes the preparation of a preliminary
and final private placement memorandum, offering circular or prospectus,
Borrower agrees to provide in connection with such Secondary Market Transaction,
at the reasonable cost and expense of Lender, a certificate certifying to Lender
that Borrower has carefully examined the portion of such memorandum, offering
circular or prospectus relating to the Mortgaged Property, the Lease, the Loan
and Borrower and that such sections will not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made, in the light of the circumstances under which
they were made, not misleading with respect to the Mortgaged Property, the
Lease, the Loan or Borrower. Further, if any Secondary Market Transaction
includes the preparation of such memorandum, offering circular or prospectus
which requires disclosure about the Mortgaged Property, the Lease or the Loan,
BORROWER, TO THE EXTENT PERMITTED BY LAW, HEREBY INDEMNIFIES THE INDEMNIFIED
PARTIES FROM AND AGAINST ANY INDEMNIFIED LIABILITIES TO WHICH THE INDEMNIFIED
PARTIES MAY BECOME SUBJECT (INCLUDING, ANY LEGAL OR OTHER EXPENSES REASONABLY
INCURRED BY THEM IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH
INDEMNIFIED LIABILITY) TO THE EXTENT ANY SUCH INDEMNIFIED LIABILITY IS BASED
UPON ANY UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED IN SUCH SECTIONS
REVIEWED AND CERTIFIED BY BORROWER OR IS BASED UPON THE OMISSION TO STATE
THEREIN A MATERIAL FACT REQUIRED TO BE STATED IN SUCH SECTIONS OR NECESSARY IN
ORDER TO MAKE THE STATEMENTS IN SUCH SECTIONS, IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING; provided, however, that Borrower
will be liable in any such case under the preceding indemnification only to the
extent that any such Indemnified Liability is based upon any such untrue
statement or omission made therein in reliance upon and in conformity with
information furnished to Lender by or on behalf of Borrower. Nothing contained
herein shall impose liability upon Borrower for any Indemnified Liability
arising out of or based upon an untrue statement of any material fact contained
in any statement, report or document provided to Lender on behalf of Borrower by
a party who is not an affiliate of Borrower (a "THIRD PARTY REPORT") or arising
out of or based upon the omission to state therein a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading, unless Borrower
has actual knowledge that such Third Party Report contains such untrue statement
or omission. This indemnity agreement is in addition to any liability which
Borrower may otherwise have, and shall survive payment in full of the Debt or
any termination or satisfaction of the Lien of the Indenture or foreclosure of
the Indenture.

    

    


    The provisions of this Section 12.12 do
not apply to the initial sale of the Loan which is expected to occur immediately
after the closing of the Loan. The liability of Borrower under this Section
12.12 is limited in accordance with the provisions of Section 12.13
hereof.

    


    IMPORTANT
- READ THIS

    


    BORROWER
ACKNOWLEDGES THAT PURSUANT TO THE FOREGOING INDEMNITY IT HAS AGREED TO INDEMNIFY
AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL
LIABILITIES ARISING BY REASON OF THE ACTS OR OMISSIONS OF ANY OF THE INDEMNIFIED
PARTIES AND OTHERWISE, WHICH LIABILITIES INCLUDE, WITHOUT LIMITATION, EXCEPT AS
PROVIDED ABOVE, SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE, STRICT LIABILITY,
CRIMINAL LIABILITY, STATUTORY LIABILITY, LIABILITY FOR INJURIES NOT COMPENSATED
BY WORKERS' COMPENSATION INSURANCE, OTHER INJURIES OR LOSSES NOT COVERED BY
INSURANCE AND LIABILITY ARISING AS A RESULT OF WAIVERS, EXCULPATIONS,
DISCLAIMERS OR RELEASES. IF SUCH LIABILITY ARISES BY REASON OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNIFIED PARTY (OR INDEMNIFIED
PARTIES, AS THE CASE MAY BE) (HEREINAFTER A "RESPONSIBLE INDEMNIFIED PARTY")
THIS INDEMNITY SHALL NOT EXTEND TO ANY SUCH RESPONSIBLE INDEMNIFIED PARTY, BUT
SHALL EXTEND TO ALL OTHER INDEMNIFIED PARTIES.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section 12.13 Recourse Provisions.
Subject to the qualifications below, Lender will not enforce the liability and
obligation of Borrower to perform and observe the obligations contained in this
Loan Agreement, the Note or in any of the Security Documents (other than the
Guaranty Agreement) by any action or proceeding wherein a money judgment or
personal liability is sought against Borrower or any other Released Parties,
except that Lender may bring a foreclosure action, an action for specific
performance or in any other appropriate action or proceeding to enable Lender to
enforce and realize upon its interests under the Note, this Loan Agreement or
the Security Documents or in the Mortgaged Property, or in any other collateral
given to Borrower pursuant to this Loan Agreement and the Security Documents;
provided, however, that, except as specifically provided herein, any judgment in
any such action or proceeding will be enforceable against Borrower only to the
extent of Borrower's interest in the Mortgaged Property, and Lender, by
accepting this Loan Agreement, the Note and the Security Documents, agrees that
it will not sue for, seek or demand any deficiency judgment against Borrower or
any of the other Released Parties in any such action or proceeding under, or by
reason of, or in connection with this Loan Agreement, the Note or the Security
Documents. The provisions of this section do not, however, (a) constitute a
waiver, release or impairment of any obligation evidenced or secured by the
Note, this Loan Agreement or any of the Security Documents; (b) impair Lender's
right to name Borrower as a party defendant in any action or suit for
foreclosure and sale under the Indenture; (c) affect the validity or
enforceability of any guaranty made in connection with the Debt or any of the
rights and remedies of Lender thereunder; (d) impair Lender's right to obtain
the appointment of a receiver; (e) impair the enforcement of the Assignment of
Lease; or (f) constitute a waiver of Lender's right to enforce the liability and
obligation of Borrower, by money judgment or otherwise but only to the extent of
Borrower's interest in the Mortgaged Property, to the extent Lender incurs any
loss, damage, cost, expense, liability, claim or other obligation (including,
attorneys' fees and costs reasonably incurred) arising out of or in connection
with the following:

    


    (i)             Borrower's
failure to account for Tenant's security deposits, if any, for Rents or any
other payment collected by Borrower from Tenant under the Lease in accordance
with the provisions of the Loan Documents;

    


    (ii)            after
an Event of Default, Borrower's failure to apply 100% of Basic Rent and
Additional Rent (other than Excepted Rights and Payments) received by Borrower
to repay the Debt;

    


    (iii)           fraud
or a material misrepresentation made by Borrower, or the holders of beneficial
or ownership interests in Borrower, in connection with the financing evidenced
by the Loan Documents;

    


    (iv)          
any attempt by Borrower to divert or otherwise cause to be diverted any amounts
payable to Lender or Servicer for Lender's benefit in accordance with the Loan
Documents;

    


    (v)           the
misappropriation or misapplication by Borrower of any insurance proceeds or
Condemnation awards relating to the Mortgaged Property;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (vi)           Borrower's
failure to maintain its existence as a special purpose, "bankruptcy remote"
entity, in good standing, as required by Article 6 hereof;

    


    (vii)          a
Transfer in violation of Section 5.02 hereof; or

    


    (viii)         any
environmental matter(s) affecting the Mortgaged Property which is introduced or
caused by Borrower or any member of Borrower.

    


    Notwithstanding anything to the
contrary in the Loan Documents, (i) Lender shall not be deemed to have waived
any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any
other provisions of the Bankruptcy Code to file a claim for the full amount of
the Debt or to require that all collateral shall continue to secure all of the
Debt owing to Lender, and (ii) the Debt will become fully recourse to Borrower
(but not any member, partner or beneficiary thereof) if: (A) Borrower fails to
provide financial information in accordance with the provisions of, this Loan
Agreement; (B) Borrower fails to obtain Lender's prior written consent to any
Transfer as required by this Loan Agreement; or (C) Borrower fails to satisfy
the provisions of Section 4.01 hereof.

    


    SECTION 12.14    
GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS LOAN AGREEMENT SHALL BE GOVERNED
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF
THE UNITED STATES APPLICABLE TO TRANSACTIONS IN THE STATE OF TEXAS. BORROWER,
AND EACH ENDORSER HEREBY SUBMITS TO PERSONAL JURISDICTION IN SAID STATE AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN SAID STATE (AND ANY
APPELLATE COURTS TAKING APPEALS THEREFROM) FOR THE ENFORCEMENT OF SUCH
BORROWER'S, ENDORSER'S OBLIGATIONS HEREUNDER, UNDER THE NOTE, AND THE OTHER
SECURITY DOCUMENTS, AND WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAW OF ANY
OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATE FOR THE PURPOSES OF SUCH
ACTION, SUIT, PROCEEDING OR LITIGATION TO ENFORCE SUCH OBLIGATIONS OF BORROWER
OR ENDORSER. BORROWER AND EACH ENDORSER HEREBY WAIVES AND AGREES NOT TO ASSERT,
AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS LOAN AGREEMENT, THE NOTE, OR ANY OF THE SECURITY DOCUMENTS, (A) THAT IT IS
NOT SUBJECT TO SUCH JURISDICTION OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT
BE BROUGHT OR IS NOT MAINTAINABLE IN THOSE COURTS OR THAT THIS LOAN AGREEMENT,
THE NOTE, AND/OR ANY OF THE SECURITY DOCUMENTS MAY NOT BE ENFORCED IN OR BY
THOSE COURTS OR THAT IT IS EXEMPT OR IMMUNE FROM EXECUTION, (B) THAT THE ACTION,
SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, (C) THAT THE VENUE OF
THE ACTION, SUIT OR PROCEEDING IS IMPROPER OR (D) THAT LENDER IS BARRED FROM
FILING SUIT DUE TO ITS NOT HAVING QUALIFIED TO DO BUSINESS IN THE STATE WHERE
THE MORTGAGED PROPERTY IS LOCATED. IF ANY SUCH ACTION, SUIT, PROCEEDING OR
LITIGATION IS COMMENCED, BORROWER OR ENDORSER AGREE THAT SERVICE OF PROCESS MAY
BE MADE, AND PERSONAL JURISDICTION OVER BORROWER OR ENDORSER OBTAINED, BY
SERVICE OF A COPY OF THE SUMMONS, COMPLAINT AND OTHER PLEADINGS REQUIRED TO
COMMENCE SUCH LITIGATION UPON BORROWER OR ENDORSER AT BORROWER'S ADDRESS FIRST
ABOVE WRITTEN.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    SECTION
12.15     WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED
BY LAW, BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE
OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT
ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE NOTE, THIS LOAN
AGREEMENT, OR THE SECURITY DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION
ARISING IN CONNECTION WITH THIS LOAN AGREEMENT, THE NOTE, ANY OF THE SECURITY
DOCUMENTS OR THE DEBT. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY
AND VOLUNTARILY BY BORROWER AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH
INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE
ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY
PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.

    


    Section 12.16 Consent Specific/No
Deemed Waiver. Any consent or approval by Lender in any single instance will not
be deemed or construed to be Lender's consent or approval in any like matter
arising at a subsequent date, and Lender's failure to promptly exercise any
right, power, remedy, consent or approval provided herein or at law or in equity
shall not constitute or be construed as a waiver of the same nor shall Lender be
estopped from exercising such right, power, remedy, consent or approval at a
later date. Any consent or approval requested of and granted by Lender pursuant
hereto shall be narrowly construed to be applicable only to Borrower and the
matter identified in such consent or approval and no third party may claim any
benefit by reason thereof, other than the party to whom such consent or approval
was given or reasonably intended to benefit, and any such consent or approval
shall not be deemed to constitute Lender a venturer or partner with Borrower nor
shall privity of contract be presumed to have been established with any such
third party.

    


    Section 12.17 No Forfeiture.
Borrower represents and warrants to Lender that, as of the Closing Date,
Borrower has not committed any act or omission affording any Governmental
Authority the right of forfeiture against the Mortgaged Property or any monies
paid in performance of Borrower's obligations under the Loan Documents. Borrower
agrees not to commit, permit or suffer to exist any act, omission or
circumstance affording such right of forfeiture. In furtherance thereof,
Borrower indemnifies Lender and agrees to defend and hold Lender harmless from
and against any Costs by reason of the breach of the agreements or the
representations and warranties set forth in this paragraph.

    


    Section 12.18 Notices. All
communications herein provided for or made pursuant hereto shall be in writing
and shall be sent by (i) registered or certified mail, return receipt requested,
and the giving of such communication shall be deemed complete on the third
Business Day (as such term is defined in the Lease) after the same is deposited
in a United States Post Office with postage charges prepaid, (ii) reputable
overnight delivery service with acknowledgment receipt returned, and the giving
of such communication shall be deemed complete on the immediately succeeding
Business Day after the same is timely deposited with such delivery service, or
(iii) hand delivery by reputable delivery service:

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    If to Lender:

     

    Legg Mason Real Estate Services,
Inc.

    Miami Regional Office

    15050 N.W. 79th Court, Suite
101

    Miami Lakes, Florida
33016

    Attention:  Servicing
Department

    


    with a copy concurrently
to:

    


    Ballard Spahr Andrews & Ingersoll,
LLP

    300 East Lombard Street, Suite
1900

    Baltimore, Maryland 21202

    Attention:  Fred Wolf, III,
Esquire

    


    If to Borrower:

    


    Lakepointe Assets LLC

    5847 San Felipe Drive, Suite
2600

    Houston, Texas 77057

    Attention:  Erik Eriksson,
Esq., General Counsel

    


    with a copy concurrently
to:

    


    Lakepointe Assets LLC

    5847 San Felipe Drive, Suite
2600

    Houston, Texas 77057

    Attention:  J. Richard
Rosenberg, Vice President and

    Chief Financial Officer

    


    and a copy concurrently
to:

    


    Day, Berry & Howard
LLP

    260 Franklin Street

    Boston, Massachusetts
02110

    Attention:  Lewis Burleigh,
Esq.

    


    Section 12.19 Estoppel
Certificates. (a) After request by Lender, Borrower will within ten (10) days
furnish Lender with a statement, duly acknowledged and certified, setting forth
(i) the original principal amount of the Note, (ii) the unpaid principal amount
of the Note, (iii) the rate of interest of the Note, (iv) the date installments
of interest and/or principal were last paid, (v) any offsets or defenses to the
payment of the Debt, if any, (vi) that the Loan Documents are valid, legal and
binding obligations and have not been modified or if modified, giving
particulars of such modification, and (vii) such other matters as Lender shall
reasonably request.

    


    (a)           After
request by Borrower, Lender will within ten (10) days furnish Borrower with a
statement, duly acknowledged and certified, setting forth (i) the original
principal amount of the Note, (ii) the unpaid principal amount of the Note, and
(iii) the date installments of interest and/or principal were last
paid.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Section 12.20 Usury Laws. It is
expressly stipulated and agreed to be the intent of Borrower and Lender at all
times to comply with the applicable Texas law governing the maximum rate or
amount of interest payable on the Note or the Debt evidenced by the Note and by
the other Loan Documents (or, to the extent it would permit a greater rate or
amount of interest on the Note or the Debt evidenced by the Note and by the
other Loan Documents, applicable United States federal law) to the end that
neither Borrower nor Lender shall have contracted for, and Lender shall not
charge, take, reserve or receive, and Borrower shall not pay, a greater amount
of interest than under Texas law or applicable United State federal law. If (i)
the applicable law is ever judicially interpreted so as to render usurious any
amount called for under the Note or under any of the other Loan Documents, or
contracted for, charged, taken, reserved or received with respect to the Debt,
or (ii) Lender's exercise of any remedy hereunder or under the other Loan
Documents, including the option herein contained to accelerate the maturity of
the Note, or any prepayment by Borrower, results in Lender having charged,
taken, reserved or received, and Borrower having paid, any interest in excess of
that permitted by applicable law, then it is Borrower's and Lender's express
intent that (A) all amounts theretofore collected by Lender in excess of the
maximum amount of interest allowed by applicable law be credited on the
principal balance of the Note (or, if the Note has been or would thereby be paid
in full, refunded to Borrower), and (B) the provisions of the Note and the other
Loan Documents immediately be deemed reformed and the amounts thereafter
payable, chargeable or collectible hereunder and thereunder reduced, without the
necessity of the execution of any new document, so as to comply with the
applicable law, but so as to permit the recovery of the fullest amount otherwise
called for hereunder and thereunder which does not exceed the maximum amount of
interest allowed by applicable law. All sums paid or agreed to be paid to Lender
for the use, forbearance and detention of the Debt evidenced by the Note and by
the other Loan Documents shall, to the extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the full term of such Debt
until payment in full so that the rate or amount of interest on account of such
Debt does not exceed the usury ceiling from time to time in effect and
applicable to such Debt for so long as debt is outstanding. To the extent that
Lender is relying on Chapter 303, as amended, of the Texas Finance Code to
determine the Maximum Lawful Rate (hereafter defined) payable on such Debt,
Lender will utilize the weekly rate ceiling from time to time in effect as
provided in such Chapter 303, as amended. To the extent United States federal
law permits Lender to contract for, charge or receive a greater amount of
interest than Texas law, Lender will rely on United States federal law instead
of such Chapter 303, as amended, for the purpose of determining the Maximum
Lawful Rate and the maximum amount permitted by applicable Law. Additionally, to
the extent permitted by applicable law now or hereafter in effect and the Loan
Documents, Lender may, at its option and from time to time, implement any other
method of computing the Maximum Lawful Rate under such Chapter 303, as amended,
or under other applicable law by giving notice, if required, to Borrower as
provided by applicable law now or hereafter in effect. In no event shall the
provisions of Chapter 346 of the Texas Finance Code (which regulates certain
revolving credit loan accounts and revolving triparty accounts) apply to the
Debt evidenced by the Note. Notwithstanding anything to the contrary contained
herein or in any of the other Loan Documents, it is not the intention of Lender
to accelerate the maturity of any interest that has not accrued at the time of
such acceleration or to collect unearned interest at the time of such
acceleration. "MAXIMUM LAWFUL RATE" shall mean the maximum lawful rate of
interest which may be contracted for, charged, taken, received or reserved by
Lender in accordance with the applicable laws of the State of Texas (or
applicable United States federal law to the extent
that it permits Lender to contract for, charge, take, receive or reserve a
greater amount of interest than under Texas law), taking into account all
Charges (hereafter defined) made in connection with the loan evidenced by the
Note and the Loan Documents. "CHARGES" shall mean all fees and charges, if any,
contracted for, charged, received, taken or reserved by Lender in connection
with the transactions relating to the Note and the Debt evidenced by the Note or
by the Loan Documents which are treated as interest under applicable law. The
term "APPLICABLE LAW" as used in this Section 12.20 shall mean the laws of the
State of Texas or the laws of the United States, whichever allows the greater
rate or amount of non-usurious interest to be contracted for, charged, taken,
reserved or received with respect to the Debt evidenced by the Note and the
other Loan Documents, as such laws now exist or may be changed or amended or
come into effect in the future. 


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Section 12.21 Approval of RVI
Insurer. Notwithstanding anything contained herein or any of the other Loan
Documents to the contrary (including, without limitation, anything contained in
the definition of Excepted Rights and Excepted Payments) (i) the Loan Documents
may not be amended, modified, changed, waived, discharged or terminated in any
manner that would materially adversely affect the "Fair Market Value of the
Property" (as described in the RVI Policy), o which would materially impair the
Lender's ability to realize upon the Mortgaged Property and/or any other
collateral for the Loan, and (ii) the Lease and/or the Lease Guaranty may not be
amended, modified, changed, waived, assigned or terminated in any manner that
materially adversely affects the Fair Market Value of the Property (as described
in the RVI Policy), without the prior written consent of the insurer under the
RVI Policy, all as required by Section 21 of that certain Additional Named
Insured Endorsement (the "RVI ENDORSEMENT") issued to Lender concurrently with
the issuance of the RVI Policy. Additionally, as set forth in Section 21 of the
RVI Endorsement, the parties agree that any modification of the Loan Documents
shall be in writing.

    


    


    


    


    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
A

    


    DEFINITIONS
AND RULES OF CONSTRUCTION

    


    As used herein, unless otherwise
specified or the context otherwise

    requires:

    


    (a)           any
term defined in this Appendix by reference to another instrument or document
shall continue to have the meaning ascribed thereto whether or not such other
instrument or document remains in effect;

    


    (b)           words
which include a number of constituent parts, things or elements, shall be
construed as referring separately to each constituent part, thing or element
thereof, as well as to all of such constitute parts, things or elements as a
whole;

    


    (c)           
references to any Person include such Person and its successors and permitted
assigns and in the case of an individual, the word "successors" includes such
Person's heirs, devisees, legatees, executors, administrators and personal
representatives;

    


    (d)           singular
words connote the plural as well as the singular, and vice versa as may be
appropriate;

    


    (e)           words
importing a gender include any gender;

    


    (f)            the
words "consent", "approve", "agree" and "request", and derivations thereof or
words of similar import, mean the prior written consent, approval, agreement or
request of the Person in question.

    


    (g)           a
reference to any statute, regulation, proclamation, ordinance or law includes
all statutes, regulations, proclamations, ordinances or laws varying,
consolidating or replacing them, and a reference to a statute includes all
regulations, proclamations, and ordinances issued or otherwise applicable under
that statute;

    


    (h)           a
reference to a document includes an amendment or supplement to, or replacement
or novation of, that document;

    


    (i)           
the words "including" and "includes", and words of similar import, shall be
deemed to be followed by the phrase "without limitation";

    


    (j)            the
words "herein", "hereof", "hereunder", "thereof", and "thereunder" and words of
similar import, when used with respect to a document, shall be deemed to refer
to the document as a whole and not to the specific section or provision where
such word appears unless so stated;

    


    (k)           unless
the context shall otherwise require, a reference to the "Mortgaged Property" or
"Improvements" shall be deemed to be followed by the phrase "or a portion
thereof";

    


    (l)            the
Schedules, Exhibits and Appendices to the Loan Documents are incorporated
therein by reference;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (m)          the
titles and headings of Articles, Sections, Schedules, Exhibits, subsections,
paragraphs and clauses are inserted as a matter of convenience to the Loan
Documents and shall not affect the construction of the Loan
Documents;

    


    (n)           references
to any Loan Documents include all amendments, supplements, consolidations,
replacements, restatements, extensions, renewals and other modifications
thereof, in whole or in part; and

    


    (o)           the
terms "agree" and "agreements" contained herein are intended to include and mean
"covenant" and "covenants".

    


    "ACCEDING
BENEFICIAL OWNER" means a Person to whom a Beneficial Owner Transfers its
interest in Borrower.

    


    "ADDITIONAL
RENT" is defined in paragraph 3(b) of the Lease.

    


    "AETNA
LEASE" means that certain Lease Agreement dated as of October 22, 1993 between
The Prudential Insurance Company of America ("PRUDENTIAL") as lessee, and Fluor
Daniel, Inc. (now known as Fluor Enterprises, Inc., d/b/a Fluor Signature
Services) ("FEI") as lessor, as amended by that certain Second Amendment to
Lease Agreement dated January 1, 1995; as the lessee's interest with respect to
the same has been assigned by Prudential (effective December 16, 1999) to
Prudential Health Care Plan, Inc. ("AETNA"), and as the lessor's interest with
respect to the same has been assigned (as of the Closing Date) by FEI to
Borrower, then immediately subsequent thereto by Borrower to the Aetna
SPE.

    


    "AETNA
LEASEHOLD LENDER" means Legg Mason Real Estate Services, Inc., a Pennsylvania
corporation, its successors and assigns.

    


    "AETNA
MANAGEMENT AGREEMENT" means that certain Management Agreement [Aetna Space]
dated as of the Closing Date between Tenant as manager and the Aetna SPE as
landlord, with respect to the property covered by the Aetna SPE
Lease.

    


    "AETNA
SPE" means Lakepointe Assets AET LLC, a Delaware limited liability
company.

    


    "AETNA
SPE LEASE" means that certain Lease Agreement dated as of the
Closing

    Date
between Borrower as lessor and the Aetna SPE as lessee, with respect to the
property covered by the Aetna Lease.

    


    "ALTERATIONS"
is defined in paragraph 10(c) of the Lease.

    


    "ARTICLE
9 PURCHASE PRICE" means the purchase price offered pursuant to a Rejectable
Offer made upon the occurrence of an event of default under Article 9 of the
Lease, which will be determined in accordance with Article 9 of the
Lease.

    


    "ARTICLE
12 PURCHASE PRICE" means the purchase price offered pursuant to a Rejectable
Offer made upon the occurrence of a Destruction under the Lease, which will be
determined in accordance with Article 12 of the Lease.

    


    "ASSIGNED
DOCUMENTS" is defined in the Assignment of Leases


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    "ASSIGNMENT
OF LEASE" means that certain Assignment of Leases, Rents and Management
Agreements, dated as of the Closing Date, given by Borrower to Lender to secure
the Obligations.

    


    "BANKRUPTCY
CLAIMS" means the power and authority to exercise or assert Borrower's rights
and claims to the payment of damages arising from any rejection by a tenant of
the Lease or any of the Other Leases under the Bankruptcy Code.

    


    "BANKRUPTCY
CODE" means 11 U.S.C. Section 101 et seq. as the same may be amended from time
to time.

    


    "BASIC
RENT" is defined in paragraph 3(a) of the Lease.

    


    "BENEFICIAL
OWNER" means the owner of any membership interest in the beneficial or other
economic interest in Borrower.

    


    "BORROWER"
is as defined in the first paragraph of the Loan Agreement.

    


    "BORROWER'S
CERTIFICATE" means that certain certificate dated as of the Closing Date
executed by Borrower and delivered to Lender in connection with the closing of
the Loan.

    


    "BUSINESS
DAY" means any day other than a Saturday, Sunday or the days on which commercial
banks located in the State of New York are required or authorized to be
closed.

    


    "CASUALTY"
is defined in paragraph 12(a) of the Lease.

    


    "CERTIFICATE
OF COMPLIANCE AND RELEASE" is as described in Section 5.02(b) of the Loan
Agreement.

    


    "CERTIFICATE
HOLDERS" means, as of any particular day, the holders of the

    certificates
under the Trust Agreement.

    


    "CERTIFICATE
TRUSTEE" means Wells Fargo Bank Northwest, National Association, and each
successor trustee, as trustee under the Trust Agreement.

    


    "CLOSING
DATE" means the date of the Loan Agreement, as shown on the cover page of the
Loan Agreement.

    


    "CONDEMNATION"
means a "Taking" as defined in paragraph 12(a) of the Lease.

    


    "CONSTITUENT
PARTY" is as defined in Section 6.01(d) of the Loan Agreement.

    


    "CONTROL"
(including the correlative meanings of the terms "controlling", "controlled by"
and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.

    


    "CREDIT
RATING" is defined in Appendix I of the Lease.

    


    "CREDIT
RATING DOWNGRADE" is defined in Appendix I of the Lease.

    


    "CURRENT
INDEMNITOR" is as defined in Section 5.07 of the Loan
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    "DEBT" is
as defined in Section 3.01(a) of the Loan Agreement.

    


    "DEFAULT
RATE" means a rate of interest equal to 9.560% per annum, but in no

    event
greater than the maximum rate permitted by applicable Legal
Requirements.

    


    "DEFEASANCE"
is as defined in Section 2.05(a) of the Loan Agreement.

    


    "DEFEASANCE
DEPOSIT" means an amount which Lender will determine (in sole reliance upon a
verification report delivered by a nationally recognized independent certified
public accountant or firm of nationally recognized certified public accountants)
is sufficient to pay the Scheduled Defeasance Payments, any costs and expenses
(including the reasonable fees and expenses of such accountant or firm of
accountants) incurred or to be incurred in the purchase of U.S. Obligations
necessary to meet the Scheduled Defeasance Payments and any revenue, documentary
stamp or intangible taxes or any other tax or charge due in connection with the
transfer of the Note or otherwise required to accomplish the agreements of
Section 2.05 of the Loan Agreement, which taxes Lender will cause to be paid to
the appropriate taxing authority on the Release Date.

    


    "DESTRUCTION"
is as defined in paragraph 12(a) of the Lease.

    


    "DISCOUNTED
VALUE" means, with respect to the Prepayment Amount of the Note, the amount
obtained by discounting all Remaining Scheduled Payments with respect to such
Prepayment Amount from their respective scheduled due dates to the Settlement
Date with respect to such Prepayment Amount, in accordance with accepted
financial practice and at a discount factor (applied on the same periodic basis
as that on which interest on the Note is payable) equal to the Reinvestment
Yield with respect to such Prepayment Amount.

    


    "DOLLARS"
and "$" mean lawful currency of the United States of America.

    


    "ENVIRONMENTAL
LAWS" means and includes but shall not be limited to the Resource Conservation
and Recovery Act (42 U.S.C. Section 6901 et seq.), as amended by the Hazardous
and Solid Waste Amendments of 1984, the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Section 9601 et seq.), as amended by
the Superfund Amendments and Reauthorization Act of 1986, the Hazardous
Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the Toxic
Substances Control Act (15 U.S.C. Section 2601 et seq.), the Clean Air Act (42
U.S.C. Section 7401 et seq.), the Clean Water Act (33 U.S.C. Section 1251 et
seq.) the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section
136 et seq.), the Occupational Safety and Health Act (29 U.S.C. Section 651 et
seq.) and all applicable federal, state and local environmental laws, including
obligations under the common law, ordinances, rules, regulations and
publications, as any of the foregoing may have been or may be from time to time
amended, supplemented or supplanted, and any other Legal Requirements, now or
hereafter existing relating to regulation or control of Hazardous Substances or
environmental protection, health and safety.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    "EQUIPMENT"
means all machinery, equipment, fixtures (including, all heating, air
conditioning, plumbing, lighting, communications and elevator fixtures) and
other property of every kind and nature, whether tangible or intangible,
whatsoever owned by Borrower, or in which Borrower has or shall have an
interest, now or hereafter located upon the Land, or appurtenant thereto, and
usable in connection with the present or future construction, operation and
occupancy of the Land and all building equipment, materials and supplies of any
nature whatsoever owned by Borrower, or in which Borrower has or shall have an
interest, now or hereafter located upon the Land, or appurtenant thereto, or
usable in connection with the present or future construction, operation,
enjoyment and occupancy of the Land.

    


    "ERISA"
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the rules and regulations promulgated there under from time to time
in effect.

    


    "ESCROW
FUND" means the "Tax and Insurance Reserve Fund" as defined in paragraph 13(e)
of the Lease.

    


    "EVENTS
OF DEFAULT" is as defined in Section 9.01 of the Loan Agreement.

    


    "EXCEPTED
RIGHTS AND EXCEPTED PAYMENTS" means the following described properties,
payments, amounts, rights, interests and privileges:

     

    


    
      	
               
      

            	
              (i)

            	
              all
      payments to Borrower by Tenant pursuant to any indemnity under the Lease
      which by the terms thereof are payable to Borrower or its successors,
      permitted assigns, employees, officers, directors, shareholders, members,
      servants, agents and affiliates
thereof;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              any
      insurance proceeds to the extent payable under general public liability
      policies maintained by Tenant pursuant to paragraph 13 of the Lease,
      which, by the terms of such policies, are solely for the benefit of and
      payable directly to Borrower or its successors, permitted assigns,
      employees, officers, directors, shareholders, members, servants, agents
      and affiliates thereof, in each such case for their own respective
      accounts;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              so
      long as no Event of Default exists, Borrower's right, in addition to
      Lender's right, (A) to receive from Tenant, Manager, Lease Guarantor,
      Management Agreement Guarantor and Multi-Party Agreement Guarantor
      certificates and other documents and information that Tenant, Manager,
      Lease Guarantor, Management Agreement Guarantor and Multi-Party Agreement
      Guarantor are required to give or furnish to Borrower pursuant to the
      Lease, the Lease Guaranty, the Management Agreements, the Guaranty of
      Management Agreements, the Multi-Party Agreement or the Guaranty of
      Multi-Party Agreement (B) to inspect the Mortgaged Property and all
      records relating thereto, and (c) to undertake repairs and maintenance of
      the Mortgaged Property;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (iv)

            	
              so
      long as no Event of Default exists, Borrower's right to send Notices of
      default by Tenant or Manager to pay (A) any amount due under clauses (i)
      and (ii) hereof, and (B) any other amount, other than Basic Rent, due
      under the Lease or the Management Agreements to be paid to a third party
      such as Taxes and Impositions, Insurance Premiums, utility charges and
      similar payments (any payments due under clauses (i) and (ii) and this
      clause (iv) are called collectively, the "EXCEPTED
    PAYMENTS");

            


    

    


    
      	
               
      

            	
              (v)

            	
              so
      long as no Event of Default exists, Borrower's right to (A) sue for
      damages resulting from any failure by Tenant or Lease Guarantor to pay any
      Excepted Payments, and (B) enforce performance or observance by (i) Tenant
      under the Lease, (ii) Lease Guarantor under the Lease Guaranty, (iii)
      Manager under the Management Agreements, (iv) Management Agreement
      Guarantor under the Guaranty of Management Agreements, (v) Tenant, the
      Aetna SPE or the MCI SPE under the Multi-Party Agreement, or (vi)
      Multi-Party Agreement Guarantor under the Guaranty of Multi-Party
      Agreement of the applicable covenants and terms of the Lease, the Lease
      Guaranty, the Management Agreements, the Guaranty of Management
      Agreements, the Multi-Party Agreement or the Guaranty of Multi-Party
      Agreement, as allowed by law, equity; provided, however, Borrower may not
      (x) accelerate the payment of Rent, or (y) give any Notice, sue or take
      any other action relating to Tenant's or Manager's failure to pay such
      Excepted Payment that might have the effect of terminating the Lease
      and/or the Management Agreement, dispossessing Tenant, declaring the Lease
      or Management Agreement forfeited, terminating or reducing any obligations
      of Tenant, Lease Guarantor, Manager, Management Agreement Guarantor,
      Multi-Party Agreement Guarantor, the Aetna SPE or the MCI SPE under the
      Lease, the Lease Guaranty, the Management Agreements, the Guaranty of
      Management Agreements, the Multi-Party Agreement, the Guaranty of
      Multi-Party Agreement or pursuing any comparable remedy without in each
      instance Lender's prior written approval which Lender may grant or
      withhold in its sole discretion;
and

            


    

    


    
      	
               
      

            	
              (vi)

            	
              so
      long as no Event of Default exists where Lender's approval or consent is
      not required by the terms of the Lease or the Management Agreements,
      Borrower may (A) determine Tenant's compliance with the provisions of the
      Lease and the Manager's compliance with the Management Agreements, and (B)
      provide any approval, consent or waiver under or pursuant to the Lease and
      the Management Agreements; provided, however, if the Lease or the
      Management Agreements give a concurrent right to Lender to determine
      compliance or to grant any approval, consent or waiver, then Lender's
      determination or Lender's approval, consent or waiver shall be final,
      regardless of Borrower's determination, approval, consent or waiver, and;
      provided, further, in the instance of (A) and (B) Borrower may not make
      any determination or provide any approval, consent or waiver
      or take any other action under or pursuant to the Lease or the Management
      Agreements that might adversely affect (i) Borrower's rights under the
      Lease, (ii) the Lease Guarantor's rights under the Lease Guaranty, (iii)
      Manager's rights under the Management Agreements, (iv) Management
      Agreement Guarantor's rights under the Guaranty of Management Agreements,
      (v) Tenant's, the Aetna SPE's or the MCI SPE's rights under the
      Multi-Party Agreement, (vi) Multi-Party Agreement Guarantor's rights under
      the Guaranty of Multi-Party Agreement, (vii) the value of the Mortgaged
      Property, or (viii) Lender's rights under the Loan
      Documents.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    "GOVERNMENTAL
AUTHORITY" means any federal, state, county, municipal or other governmental or
regulatory, arbitrator, board, body, commission, court, instrumentality, or
other administrative, judicial, quasi-governmental or quasi-judicial tribunal,
authority or agency of competent authority (or private entity in lieu
thereof).

    


    "GUARANTY
AGREEMENT" means that certain Indemnity and Guaranty Agreement dated as of the
Closing Date from Beneficial Owner to Lender (as the same may be replaced from
time to time by an Acceding Beneficial Owner).

    


    "GUARANTY
OF MANAGEMENT AGREEMENTS" means, collectively, the Guaranty of Management
Agreement [MCI Space] dated as of the Closing Date by Management Agreement
Guarantor and the Guaranty of Management Agreement [Aetna Space] dated as of the
Closing Date by Management Agreement Guarantor.

    


    "GUARANTY
OF MULTI-PARTY AGREEMENT" means that certain Guaranty of Multi-Party Agreement
dated as of the Closing Date by the Multi-Party Agreement
Guarantor.

    


    "HAZARDOUS
SUBSTANCES" means (i) those substances (whether solid, liquid or gas), included
within the definitions of or identified as "hazardous substances", "hazardous
materials", or "toxic substances" in or pursuant to, without limitation, the
Comprehensive Environmental Response Compensation and Liability Act of 1980 (42
U.S.C. Section 9601 et seq.) (CERCLA), as amended by Superfund Amendments and
Reauthorization Act of 1986 (Pub. L. 99-499, 100 Stat. 1613) (SARA), the
Resource Conservation and Recovery Act of 1976 (42 U.S.C., Section 6901 et seq.)
(RCRA), the Occupational Safety and Health Act of 1970 (29 U.S.C. s. 651 et
seq.) (OSHA), and the Hazardous Materials Transportation Act, 49 U.S.C. Section
1801 et seq., and in the regulations promulgated pursuant to said laws, all as
amended; (ii) those substances listed in the United States Department of
Transportation Table (40 CFR 172.101 and amendments thereto) or by the
Environmental Protection Agency (or any successor agency) as hazardous
substances (40 CFR Part 302 and amendments thereto); (iii) any material, waste,
substance, pollutant or contamination which is or contains (A) petroleum, its
derivatives, by-products and other hydrocarbons, including crude oil or any
fraction thereof, natural gas, or synthetic gas usable for fuel or any mixture
thereof, (B) asbestos and/or asbestos-containing materials in any form that is
or could become friable, (C) polychlorinated biphenyls, (D) designated as
"hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C.
Section 1251 et seq., (33 U.S.C. Section 1321) or listed pursuant to Section 307
of the Clean Water Act (33 U.S.C. Section 1317); (E) flammable explosives; (F)
radioactive materials; and (iv) such other substances, materials, wastes,
pollutants and contaminants which are or become regulated as hazardous, toxic or
"special wastes" under applicable local, state or federal law, or the United
States government, or which are classified as hazardous, toxic or as "special
wastes" under any Legal Requirements.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    "IMPROVEMENTS"
is defined in Article 1 of the Lease.

    


    "INDEMNIFIED
LIABILITIES" is defined in paragraph 8(a) of the Lease.

    


    "INDEMNIFIED
PARTIES" means Lender, each Certificate Holder and the Certificate Trustee,
their respective successors and assigns, the beneficial owners of any of the
foregoing and the trustees, beneficiaries, partners, shareholders, officers,
directors, agents or employees of Lender, each Certificate Holder and the
Certificate Trustee, or any such successor or assign or beneficial
owner.

    


    "INDEMNITY
OBLIGATIONS" is as defined in Section 5.07 of the Loan Agreement.

    


    "INDENTURE"
is as defined in Background recital C of the Loan Agreement.

    


    "INDEPENDENT
MANAGER" is as defined in Section 6.01(q) of the Loan Agreement.

    


    "INSURANCE
PREMIUMS" are defined in paragraph 13(e) of the Lease.

    


    "INSURANCE
REQUIREMENTS" are defined in paragraph 13(a) of the Lease.

    


    "KNOWLEDGE"
by Borrower with respect to any matter means the present actual knowledge of
such matter by an Executive Officer (as defined in the Lease) of Borrower after
reasonable investigation and inquiry. Knowledge shall be presumed conclusively
as to the content of any notice to Borrower made in accordance with the Loan
Documents.

    


    "LAND" is
as defined in the Indenture.

    


    "LEASE"
means that certain Lease Agreement dated as of the Closing Date between Borrower
as Landlord and Tenant as tenant, demising the Mortgaged Property, including,
all deemed amendments thereto as provided therein, extended terms, and
extensions and renewals of the term thereof.

    


    "LEASE
DEFAULT" means the occurrence under the Lease of an event of default (as defined
in paragraph 20 of the Lease) other than an event of default under subparagraphs
20(a)(iii), (iv), (v), or (vii) of the Lease.

    


    "LEASE
GUARANTOR" means Fluor Corporation, a Delaware corporation, its permitted
successors and assigns.

    


    "LEASE
GUARANTY" means that certain Guaranty of Lease dated as of the Closing date by
Lease Guarantor, including all amendments thereto.

    


    "LEGAL
REQUIREMENTS" means (i) all present and future applicable laws, statutes,
treaties, rules, orders, ordinances, codes, regulations, requirements, Permits,
and interpretations by, and applicable judgments, decrees, injunctions, writs,
orders and like action of any Governmental Authority (including, without
limitation, those pertaining to the environment), whether or not such are within
the present contemplation of Borrower or Tenant, and (ii) any reciprocal
easement agreement, development agreement, deed restriction, or similar
agreement, relating to the Mortgaged Property, or the Improvements, or the
facilities or equipment thereon or therein, or the streets, sidewalks, vaults,
vault spaces, curbs and gutters adjoining the Leased Mortgaged, or the
appurtenances to the Leased Mortgaged, or the franchises and privileges
connected therewith.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    "LETTER
OF CREDIT" means a clean, irrevocable, unconditional transferable letter of
credit payable on sight draft only, in form acceptable to Lender, in favor of
Lender and entitling Lender to draw thereon, issued by a domestic bank or the
U.S. agency or branch of a foreign bank having an office in New York, New York,
at which presentation and payment of the Letter of Credit may occur, having a
long-term unsecured debt rating at the time of issuance and at all times
thereafter of "A" or better by Standard & Poor's, "A2" or better by Moody's
or an equivalent rating by any other NSRO and having capital, surplus and
undivided profits aggregating at least $250,000,000. Any Letter of Credit must
expressly provide that it is freely transferable to any successor or assign of
Lender.

    


    "LIEN" is
defined in paragraph 7(a) of the Lease.

    


    "LOAN" is
as defined in Recital B of the Loan Agreement.

    


    "LOAN
AGREEMENT" means that certain Loan Agreement dated the Closing Date between
Lender and Borrower relating to the Mortgaged Property and pursuant to which the
Loan evidenced by the Note and secured by the Security Documents was made to
Borrower.

    


    "LOAN
DOCUMENTS" means, collectively, the Note, the Loan Agreement and the Security
Documents.

    


    "MANAGEMENT
AGREEMENT GUARANTOR" means Fluor Corporation, a Delaware Corporation, its
permitted successors and assigns.

    


    "MANAGEMENT
AGREEMENTS" mean, collectively, the Aetna Management Agreement and the MCI
Management Agreement, including all amendments thereto.

    


    "MANAGER"
means Fluor Enterprises Inc., a California Corporation, its permitted successors
and assigns.

    


    "MCI"
means, collectively, MCI Telecommunications Corporation (now known as MCI
WORLDCOM Network Services, Inc.) and MCI WorldCom Communications, Inc., a
Delaware corporation.

    


    "MCI
LEASE" means that certain Lease Agreement dated as of November 14, 1994 between
MCI as lessee, and Fluor Daniel, Inc. (now known as Fluor Enterprises, Inc.,
d/b/a Fluor Signature Services) ("FEI") as lessor; as the lessor's interest with
respect to the same has been assigned (as of the Closing Date) by FEI to
Borrower, then immediately subsequent thereto by Borrower to the MCI
SPE.

    


    "MCI
LEASEHOLD LENDER" means Legg Mason Real Estate Services, Inc., a Pennsylvania
corporation, its successors and assigns.

    


    "MCI
MANAGEMENT AGREEMENT" means that certain Management Agreement [MCI Space] dated
as of the Closing Date between Tenant as manager and the MCI SPE as landlord,
with respect to the property covered by the MCI SPE Lease.

    


    "MCI SPE"
means Lakepointe Assets WCOM LLC, a Delaware limited liability
company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    "MCI SPE
LEASE" means that certain Lease Agreement dated as of the Closing Date between
Borrower as lessor and the MCI SPE as lessee, with respect to the property
covered by the MCI Lease.

    


    "MATURITY
DATE" is as defined in the Note.

    


    "MONTHLY
PAYMENT" means the monthly payment of principal and interest due under the
Note.

    


    "MOODY'S"
means Moody's Investors Services, Inc., and its successors in
interest.

    


    "MORTGAGED
PROPERTY" is as defined in the Indenture.

    


    "MULTI-PARTY
AGREEMENT" means that certain Multi-Party Agreement dated as of the Closing Date
by and among Tenant, the Aetna SPE, the MCI SPE and Borrower, including all
amendments thereto.

    


    "MULTI-PARTY
AGREEMENT GUARANTOR" means Fluor Corporation, a Delaware corporation, its
permitted successors and assigns.

    


    "NET
AWARD" is defined in Appendix I of the Lease. "NEW INDEMNITOR" is as defined in
Section 5.07 of the Loan Agreement.

    


    "NEW
INDEMNITY AGREEMENT" is as defined in Section 5.07 of the Loan
Agreement.

    


    "NON-CONSOLIDATION
OPINION" means that certain opinion letter dated as of the Closing Date
delivered by Day, Berry & Howard LLP in connection with the
Loan.

    


    "NOTE"
means that certain Note in the amount of the Loan dated the date of the Loan
Agreement made by Borrower to Lender.

    


    "NOTICE"
means any demand, statement, request, consent, approval or other notice given
under the Loan Documents.

    


    "NSRO"
means a nationally recognized statistical rating organization, which as of the
Closing Date would include Moody's, Standard & Poor's, Fitch IBCA, Inc. and
Duff & Phelps Credit Rating Corp.

    


    "OBLIGATIONS"
means collectively Borrower's obligations to pay the Debt and to perform the
Other Obligations.

    


    "OTHER
LEASES" means any leases, licenses and subleases (including, all guarantees
thereof) and other agreements affecting the use, enjoyment or occupancy of the
Land and Improvements other than the Lease.

    


    "OTHER
OBLIGATIONS" is as defined in Section 3.01(b) of the Loan
Agreement.

    


    "PERMITS"
means all licenses, authorizations, certificates (including certificates of
occupancy), variances, concessions, grants, registrations, consents, permits and
other approvals issued by a Governmental Authority now or hereafter pertaining
to the ownership, management, occupancy, use, operation, Alteration or
Restoration of the Mortgaged Property.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    "PERMITTED
EXCEPTIONS" mean the exceptions to title set forth in Schedule B of the Title
Policy issued to Lender.

    


    "PERMITTED
LEASE TERMINATION EVENT" means the occurrence of either an "Event of Default"
(as defined in the Lease) under Article 9 of the Lease and Tenant has the right
to make a Rejectable Offer under, and Tenant has complied with the terms of
paragraph 9(h) of, the Lease, or a Destruction, and in each instance Borrower
has accepted or rejected Tenant's Rejectable Offer in accordance with the terms
of Section 10.02, with Lender's prior written consent, Tenant's Rejectable
Offer.

    


    "PERMITTED
TRANSFER" means, collectively, a Permitted Transfer of Beneficial Interest or a
Permitted Transfer of Mortgaged Property.

    


    "PERMITTED
TRANSFER OF BENEFICIAL INTEREST" is as defined in Section 5.02(a) of the Loan
Agreement.

    


    "PERMITTED
TRANSFER OF MORTGAGED PROPERTY" is as defined in Section 5.03(a) of the Loan
Agreement.

    


    "PERSON"
means any individual, corporation, partnership, limited liability company, joint
venture, association, joint stock company, trust, trustee of a trust,
unincorporated organization, Governmental Authority, or other
entity.

    


    "POLICIES"
are defined in paragraph 13(a) of the Lease.

    


    "PREPAYMENT
AMOUNT" means the outstanding principal balance of the Note that (1) is to be
prepaid pursuant to Section 10.02 of the Loan Agreement following a Permitted
Lease Termination Event, or (2) has become or is declared to be immediately due
and payable pursuant to Section 9.02 of the Loan Agreement, as the context
requires.

    


    "PREPAYMENT
CONSIDERATION" means an amount equal to the excess, if any, of the Discounted
Value of the Remaining Scheduled Payments with respect to the Prepayment Amount
of the Note over the amount of such Prepayment Amount, provided that the
Prepayment Consideration may in no event be less than zero.

    


    "PROTECTIVE
ADVANCES" means any costs or expenses Lender and/or Servicer advance or incur in
accordance with the terms of the Loan Documents to maintain, manage, secure,
remediate or otherwise protect the Mortgaged Property or the priority of the
Lien granted by the Indenture, including, any costs or expenses advanced or
incurred (i) to appear in, defend, or bring any action or proceeding necessary
to collect the Debt or enforce the Loan Documents, including, reasonable
attorneys' fees and disbursements incurred whether or not suit is brought; (ii)
to protect Lender's interest in the Mortgaged Property; (iii) to pay the
salaries, fees and wages of a managing agent and such other employees as Lender
deems necessary or desirable to manage and secure the Mortgaged Property; (iv)
to pay the cost of all Alterations and all expenses incident to taking and
retaining possession of the Mortgaged Property; (v) to foreclose the Indenture;
(vi) subject to the terms of the Lease and the Loan Documents, to cause the
Mortgaged Property to comply with any Legal Requirements applicable to Borrower
or Tenant, or to the Mortgaged Property, or which may govern or regulate the
ownership, use or operation of the Mortgaged Property; (vii) to pay Taxes,
Impositions and/or Insurance Premiums; (viii) to reimburse, protect or defend
Lender from or against any of the matters described in Section 4.11 of the Loan
Agreement; or (ix) for any actions taken to prevent waste to the Mortgaged
Property.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    "RATING
AGENCIES" means Moody's and Standard & Poor's, or at Lender's election,
another NSRO.

    


    "REINVESTMENT
YIELD" means, with respect to the Prepayment Amount of the Note, the yield to
maturity implied by:

     

    
      
        	
                 
      

              	
                (i)

              	
                calculating
      the yield for a hypothetical U.S. Treasury security having a maturity
      equal to the Remaining Average Life of such Prepayment Amount as of such
      Settlement Date by interpolating linearly between (1) the "on the run"
      current U.S. Treasury security with the maturity closest to and greater
      than the Remaining Average Life and (2) the "on the run" current U.S.
      Treasury security with the maturity closest to and less than the Remaining
      Average Life, both as reported by Bloomberg Financial Markets as of 10:00
      A.M. (New York City time) on the second Business Day preceding the
      Settlement Date with respect to such Prepayment Amount;
  OR,

              


      

       

       

      
        
          	
                   
      

                	
                  (ii)

                	if such yields are
      not reported as of such time or the yields reported as of such time are
      not ascertainable (including by way of interpolation), the Treasury
      Constant Maturity Series Yields reported, for the latest day for which
      such yields have been so reported as of the second Business Day preceding
      the Settlement Date with respect to such PrePayment Amount, in Federal
      Reserve Statistical Release H.15 (159) (or any comparable successur
      publication for actively traded U.S. Treasury securities having a constant
      maturity equal to the Remaining Average Life of such Prepayment Amount as
      of such Settlement Date.  Such implied yield will be determined, if
      necessary, by (a) converting U.S. Treasury bill quotations to
      bond-equivalent yields in accordance with accepted financial practice and
      (b) interpolating linearly between (1) the on the run U.S. Treasury
      security with the maturity closest to and greater than the Remaining
      Average Life and (2) the on the run U.S. Treasury security with the
      maturity closest to and less than the Remaining Average
  Life.


        

         

      

    

    "REJECTABLE
OFFER" means an offer by Tenant to purchase the Mortgaged Property in accordance
with the applicable provisions of Articles 9 or 12 of the Lease.

    


    "RELEASE
DATE" means the regularly scheduled Monthly Payment Date on which the Defeasance
is to occur.

    


    "RELEASED
PARTIES" means Borrower, any partner or member of Borrower and any member or any
officers, shareholders, directors or partners thereof.

    


    "REMAINING
AVERAGE LIFE" means, with respect to any Prepayment Amount, the number of years
(calculated to the nearest one-twelfth year) obtained by dividing (i) such
Prepayment Amount into (ii) the sum of the products obtained by multiplying (a)
the principal component of each Remaining Scheduled Payment with respect to such
Prepayment Amount by (b) the number of years (calculated to the nearest
one-twelfth year) that will elapse between the Settlement Date with respect to
such Prepayment Amount and the scheduled due date of such Remaining Scheduled
Payment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    "REMAINING
SCHEDULED PAYMENTS" means, with respect to the Prepayment Amount of the Note,
all payments of such Prepayment Amount and interest thereon that would be due
after the Settlement Date with respect to such Prepayment Amount if no payment,
purchase or acceleration of such Prepayment Amount were made before its
scheduled due date, provided that if such Settlement Date is not a date on which
interest payments are due to be made under the terms of the Note, then the
amount of the next succeeding scheduled interest payment will be reduced by the
amount of interest accrued to such Settlement Date and required to be paid on
such Settlement Date pursuant hereto.

    


    "RENTS"
means all Basic Rent, Additional Rent and all other amounts paid under the
Lease, including, any income, revenues, issues, profits, moneys, security
deposits, and damages payable or receivable under the Lease or pursuant to any
of the provisions of the Lease (including, all oil and gas or other mineral
royalties and bonuses), whether payable as rents or in connection with a
termination of the Lease and whether paid or accruing before or after the filing
by or against Borrower of any petition for relief under the Bankruptcy
Code.

    


    "RESTORE"
or "RESTORATION" is defined in Appendix I to the Lease.

    


    "RVI
POLICY" means that certain residual value insurance policy issued by Financial
Structures Limited for the benefit of the Lender.

    


    "SCHEDULED
DEFEASANCE PAYMENTS" is as defined in Section 2.05 of the Loan
Agreement.

    


    "SECONDARY
MARKET TRANSACTION" is as defined in Section 12.12 of the Loan
Agreement.

    


    "SECURITY
AGREEMENT" is as defined in Section 2.05 of the Loan Agreement.

    


    "SECURITY
DOCUMENTS" means the Indenture, the Assignment of Lease, the UCC Financing
Statements, the Guaranty Agreement, the Multi-Party Agreement, the Four-Party
Agreement and any other guaranty, agreement, instrument or document other than
the Note and the Loan Agreement now or hereafter executed or authorized by
Borrower and/or others and by or in favor of Lender, which wholly or partially
relate to or evidence, secure or guaranty all or any portion of the payment of
the Debt or otherwise is executed and/or delivered in connection with the
Note.

    


    "SERVICER"
means the servicer or servicers appointed from time to time by Lender, to
administer the Loan or otherwise perform certain functions in connection with
the Loan.

    


    "SETTLEMENT
DATE" means for the Prepayment Amount of the Note, (i) the date on which such
Prepayment Amount is paid pursuant to Section 10.02 of the Loan Agreement, or
(ii) the date on which such Prepayment Amount has become or is declared to be
immediately due and payable pursuant to Section 9.04 of the Loan
Agreement.

    


    "SNDA"
means the Subordination, Non-Disturbance and Attornment Agreement dated as of
the Closing Date by and among Lender, Borrower and Tenant relating to the
Mortgaged Property.

    


    "SPE
MANAGER" is as defined in Section 6.01(p) of the Loan
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    "STANDARD
& POOR'S" means Standard & Poor's Rating Services, a division of The
McGraw - Hill Companies, Inc., and its successors in interest.

    


    "STATE"
means the State or Commonwealth in which the Mortgaged Property is

    located.

    


    "SUCCESSOR
BORROWER" is as defined in Section 2.05(b) of the Loan Agreement.

    


    "SUPERIOR
LEASES" means, collectively, the Aetna Lease, the MCI Lease and any other lease
which is superior to the Lien of the Indenture.

    


    "TAXES
AND IMPOSITIONS" is defined in paragraph 6(a) of the Lease.

    


    "TENANT"
means Fluor Enterprises Inc., a California Corporation, its permitted successors
and assigns.

    


    "THIRD
PARTY REPORT" is as defined in Section 11.12 of the Loan Agreement.

    


    "TITLE
COMPANY" means Chicago Title Insurance Company.

    


    "TITLE
POLICY" means the lender's policy of title insurance dated as of the Closing
Date issued by the Title Company to lender covering the Mortgaged
Property.

    


    "TRANSACTION
DOCUMENTS" means, collectively, the Loan Documents, the Lease, the Aetna SPE
Lease, the Aetna Lease, the Aetna Management Agreement, MCI SPE Lease, the MCI
Lease, the MCI Management Agreement and the Multi-Party Agreement.

    


    "TRANSFER"
is as defined in Section 5.01(a) of the Loan Agreement.

    


    "TRANSFEREE"
means the Person to whom a Transferor Transfers the Mortgaged
Property.

    


    "TRANSFEROR"
means Borrower, or a successor to Borrower, in its capacity as the transferor of
the Mortgaged Property.

    


    "TRUST
AGREEMENT" means that certain Certificate Pass-Through Trust Agreement dated as
of the Closing Date among Certificate Trustee, as trustee, and the Certificate
Holders.

    


    "U.S.
OBLIGATIONS" means direct non-callable obligations of the United States of
America (i.e. UNITED States Treasury Bills, Notes or Bonds).

    


    "UCC"
means the Uniform Commercial Code as adopted and enacted by the State or States
where any of the Mortgaged Property is located.

    


    "UCC
FINANCING STATEMENTS" means those certain UCC financing statements executed by
Borrower and intended to be filed in the appropriate recording offices to
perfect the security interests in the collateral described therein.