Exh 10.1 Loan Construction re: 3161 Michelson LLC dated 9/29.2006


    
      

    

    Exhibit
      10.1

    
 

    

       

      CONSTRUCTION
        LOAN AGREEMENT

       

       

      between

       

       

      MAGUIRE
        PROPERTIES-3161 MICHELSON, LLC,

       

       

      a
        Delaware limited liability company,

       

       

      MAGUIRE
        PROPERTIES-PARK PLACE PS2, LLC,

       

       

      a
        Delaware limited liability company, and 

       

       

      MAGUIRE
        PROPERTIES-PARK PLACE PS5, LLC,

       

       

      a
        Delaware limited liability company,

       

       

      individually
        and collectively, jointly and severally, as Borrower

       

       

      The
        Lenders Party Hereto,

       

       

      as
        Lenders

       

       

      


       

       

      and

       

       

      EUROHYPO AG,
        NEW YORK BRANCH,

       

       

      as
        Administrative Agent

       

       

      Date:
        As of September 29, 2006

       

      


       


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      TABLE
        OF CONTENTS

       

      Page

       

      
        	
                ARTICLE 1

              	
                CERTAIN
                  DEFINITIONS

              	
                1

              
	
                Section 1.1

              	
                Certain
                  Definitions

              	
                1

              
	
                Section 1.2

              	
                Types
                  of Loans

              	
                32

              
	
                ARTICLE 2

              	
                LOAN
                  TERMS

              	
                33

              
	
                Section 2.1

              	
                The
                  Commitments, Loans and Notes

              	
                33

              
	
                Section 2.2

              	
                Conversions
                  or Continuations of Loans

              	
                34

              
	
                Section 2.3

              	
                Interest
                  Rate; Late Charge

              	
                35

              
	
                Section 2.4

              	
                Terms
                  of Payment

              	
                36

              
	
                Section 2.5

              	
                Extension
                  of Maturity Date

              	
                38

              
	
                Section 2.6

              	
                Agency
                  Fee

              	
                43

              
	
                Section 2.7

              	
                Reserved

              	
                43

              
	
                Section 2.8

              	
                Payments;
                  Pro Rata Treatment; Etc

              	
                43

              
	
                Section 2.9

              	
                Yield
                  Protection; Etc

              	
                47

              
	
                ARTICLE 3

              	
                INSURANCE,
                  CONDEMNATION, AND IMPOUNDS

              	
                53

              
	
                Section 3.1

              	
                Insurance

              	
                53

              
	
                Section 3.2

              	
                Condemnation
                  Awards

              	
                58

              
	
                Section 3.3

              	
                Use
                  and Application of Insurance Proceeds

              	
                58

              
	
                Section 3.4

              	
                Disbursement
                  of Proceeds

              	
                59

              
	
                ARTICLE 4

              	
                DISBURSEMENTS
                  OF THE LOANS

              	
                61

              
	
                Section 4.1

              	
                General
                  Conditions

              	
                61

              
	
                Section 4.2

              	
                Procedure
                  for Making Disbursements of Loan Proceeds

              	
                63

              
	
                Section 4.3

              	
                Loan
                  Balancing

              	
                63

              
	
                Section 4.4

              	
                Budget
                  Contingencies

              	
                64

              
	
                Section 4.5

              	
                Budget
                  Line Items

              	
                65

              
	
                Section 4.6

              	
                Interest;
                  Fees; and Expenses

              	
                65

              
	
                Section 4.7

              	
                Retainage

              	
                66

              
	
                Section 4.8

              	
                Stored
                  Materials

              	
                67

              
	
                Section 4.9

              	
                Tenant
                  Improvement Work

              	
                69

              
	
                Section 4.10

              	
                Tenant
                  Improvement Allowances

              	
                71

              
	
                Section 4.11

              	
                Unsatisfactory
                  Work

              	
                73

              
	
                Section 4.12

              	
                Direct
                  Loan Advances by the Administrative Agent

              	
                73

              


      

       


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Section 4.13

              	
                No
                  Waiver or Approval by Reason of Loan Advances

              	
                74

              
	
                Section 4.14

              	
                Construction
                  Consultant

              	
                74

              
	
                Section 4.15

              	
                Authorization
                  to Make Loan Advances to Cure Borrower’s Defaults

              	
                75

              
	
                Section 4.16

              	
                Administrative
                  Agent’s Right to Make Loan Advances in Compliance with the Completion
                  Guaranty

              	
                75

              
	
                Section 4.17

              	
                No
                  Third-Party Benefit

              	
                75

              
	
                ARTICLE 5

              	
                ENVIRONMENTAL
                  MATTERS

              	
                75

              
	
                Section 5.1

              	
                Certain
                  Definitions

              	
                75

              
	
                Section 5.2

              	
                Representations
                  and Warranties on Environmental Matters

              	
                76

              
	
                Section 5.3

              	
                Covenants
                  on Environmental Matters

              	
                77

              
	
                Section 5.4

              	
                Allocation
                  of Risks and Indemnity

              	
                78

              
	
                Section 5.5

              	
                No
                  Waiver

              	
                78

              
	
                ARTICLE 6

              	
                LEASING
                  MATTERS

              	
                79

              
	
                Section 6.1

              	
                Representations
                  and Warranties on Leases

              	
                79

              
	
                Section 6.2

              	
                Standard
                  Lease Form; Approval Rights

              	
                79

              
	
                Section 6.3

              	
                Covenants

              	
                80

              
	
                Section 6.4

              	
                Tenant
                  Estoppels

              	
                80

              
	
                ARTICLE 7

              	
                REPRESENTATIONS
                  AND WARRANTIES

              	
                81

              
	
                Section 7.1

              	
                Organization
                  and Power

              	
                81

              
	
                Section 7.2

              	
                Validity
                  of Loan Documents

              	
                81

              
	
                Section 7.3

              	
                Liabilities;
                  Litigation

              	
                81

              
	
                Section 7.4

              	
                Taxes
                  and Assessments

              	
                81

              
	
                Section 7.5

              	
                Other
                  Agreements; Defaults

              	
                81

              
	
                Section 7.6

              	
                Compliance
                  with Law; Government Approvals

              	
                82

              
	
                Section 7.7

              	
                Location
                  of Borrower

              	
                83

              
	
                Section 7.8

              	
                ERISA

              	
                83

              
	
                Section 7.9

              	
                Margin
                  Stock

              	
                83

              
	
                Section 7.10

              	
                Tax
                  Filings

              	
                83

              
	
                Section 7.11

              	
                Solvency

              	
                83

              
	
                Section 7.12

              	
                Full
                  and Accurate Disclosure

              	
                83

              
	
                Section 7.13

              	
                Single
                  Purpose Entity

              	
                84

              
	
                Section 7.14

              	
                Management
                  Agreement

              	
                84

              
	
                Section 7.15

              	
                No
                  Conflicts

              	
                84

              
	
                Section 7.16

              	
                Title

              	
                84

              


      

       


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Section 7.17

              	
                Use
                  of Project

              	
                85

              
	
                Section 7.18

              	
                Flood
                  Zone

              	
                85

              
	
                Section 7.19

              	
                Insurance

              	
                85

              
	
                Section 7.20

              	
                Condemnation

              	
                85

              
	
                Section 7.21

              	
                Utilities;
                  Access

              	
                85

              
	
                Section 7.22

              	
                Boundaries

              	
                85

              
	
                Section 7.23

              	
                Separate
                  Lots

              	
                85

              
	
                Section 7.24

              	
                Filing
                  and Recording Taxes

              	
                86

              
	
                Section 7.25

              	
                Investment
                  Company Act

              	
                86

              
	
                Section 7.26

              	
                Foreign
                  Assets Control Regulations, Etc

              	
                86

              
	
                Section 7.27

              	
                Organizational
                  Structure

              	
                86

              
	
                Section 7.28

              	
                Project
                  Documents; Other Agreements

              	
                87

              
	
                Section 7.29

              	
                Budget

              	
                87

              
	
                Section 7.30

              	
                Interim
                  Disbursements

              	
                87

              
	
                Section 7.31

              	
                Design
                  Professionals’ Certificates

              	
                87

              
	
                Section 7.32

              	
                Tenant
                  Improvement Work

              	
                87

              
	
                Section 7.33

              	
                Tenant
                  Improvement Allowances

              	
                87

              
	
                Section 7.34

              	
                Material
                  Agreements

              	
                87

              
	
                ARTICLE 8

              	
                FINANCIAL
                  REPORTING

              	
                88

              
	
                Section 8.1

              	
                Financial
                  Statements

              	
                88

              
	
                Section 8.2

              	
                Accounting
                  Principles

              	
                90

              
	
                Section 8.3

              	
                Other
                  Information

              	
                90

              
	
                Section 8.4

              	
                Audits

              	
                90

              
	
                Section 8.5

              	
                Lenders

              	
                90

              
	
                ARTICLE 9

              	
                COVENANTS

              	
                90

              
	
                Section 9.1

              	
                Due
                  on Sale and Encumbrance; Transfers of Interests

              	
                90

              
	
                Section 9.2

              	
                Taxes;
                  Charges

              	
                93

              
	
                Section 9.3

              	
                Control;
                  Management

              	
                94

              
	
                Section 9.4

              	
                Operation;
                  Inspection

              	
                94

              
	
                Section 9.5

              	
                Taxes
                  on Security

              	
                96

              
	
                Section 9.6

              	
                Legal
                  Existence; Name, Etc

              	
                96

              
	
                Section 9.7

              	
                Affiliate
                  Transactions

              	
                96

              
	
                Section 9.8

              	
                Limitation
                  on Other Debt

              	
                97

              
	
                Section 9.9

              	
                Further
                  Assurances

              	
                97

              
	
                Section 9.10

              	
                Estoppel
                  Certificates

              	
                97

              
	
                Section 9.11

              	
                Notice
                  of Certain Events

              	
                97

              


      

       

      


       


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Section 9.12

              	
                Indemnification

              	
                97

              
	
                Section 9.13

              	
                Reserved

              	
                98

              
	
                Section 9.14

              	
                Maintenance
                  of the Project; Alterations

              	
                98

              
	
                Section 9.15

              	
                Hedge
                  Agreements

              	
                99

              
	
                Section 9.16

              	
                Reserved

              	
                101

              
	
                Section 9.17

              	
                Handicapped
                  Access

              	
                101

              
	
                Section 9.18

              	
                Zoning

              	
                102

              
	
                Section 9.19

              	
                ERISA

              	
                102

              
	
                Section 9.20

              	
                Books
                  and Records; Inspection Rights

              	
                102

              
	
                Section 9.21

              	
                Foreign
                  Assets Control Regulations

              	
                103

              
	
                Section 9.22

              	
                Performance
                  of Project Documents and Easements

              	
                103

              
	
                Section 9.23

              	
                Payment
                  for Labor and Materials

              	
                104

              
	
                Section 9.24

              	
                Operating
                  Plan and Budget

              	
                104

              
	
                Section 9.25

              	
                Inspection

              	
                105

              
	
                Section 9.26

              	
                Project
                  Construction and Completion

              	
                106

              
	
                Section 9.27

              	
                Proceedings
                  to Enjoin or Prevent Construction

              	
                106

              
	
                Section 9.28

              	
                Agent’s,
                  Lenders’ and Construction Consultant’s Actions for their Own Protection
                  Only

              	
                107

              
	
                Section 9.29

              	
                Sign
                  and Publicity

              	
                107

              
	
                Section 9.30

              	
                Amendment
                  of Project Documents and Government Approvals; Change
                  Orders

              	
                107

              
	
                Section 9.31

              	
                Maintenance
                  of Debt Service Coverage Ratio

              	
                109

              
	
                Section 9.32

              	
                Material
                  Agreements

              	
                109

              
	
                Section 9.33

              	
                New
                  Century Lease and Gibson Dunn Lease

              	
                110

              
	
                ARTICLE 10

              	
                EVENTS
                  OF DEFAULT

              	
                110

              
	
                Section 10.1

              	
                Payments

              	
                110

              
	
                Section 10.2

              	
                Insurance

              	
                110

              
	
                Section 10.3

              	
                Single
                  Purpose Entity

              	
                110

              
	
                Section 10.4

              	
                Taxes

              	
                110

              
	
                Section 10.5

              	
                Sale,
                  Encumbrance, Etc

              	
                110

              
	
                Section 10.6

              	
                Representations
                  and Warranties.

              	
                110

              
	
                Section 10.7

              	
                Other
                  Encumbrances

              	
                111

              
	
                Section 10.8

              	
                Various
                  Covenants

              	
                111

              
	
                Section 10.9

              	
                Hedge
                  Arrangements

              	
                111

              
	
                Section 10.10

              	
                DSCR
                  Covenant

              	
                111

              
	
                Section 10.11

              	
                Involuntary
                  Bankruptcy or Other Proceeding

              	
                111

              
	
                Section 10.12

              	
                Voluntary
                  Petitions, Etc

              	
                111

              


      

       


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Section 10.13

              	
                Indebtedness

              	
                112

              
	
                Section 10.14

              	
                Dissolution

              	
                112

              
	
                Section 10.15

              	
                Judgments

              	
                112

              
	
                Section 10.16

              	
                Security

              	
                112

              
	
                Section 10.17

              	
                Guarantor
                  Documents

              	
                112

              
	
                Section 10.18

              	
                Reserves

              	
                113

              
	
                Section 10.19

              	
                Hedge
                  Agreement

              	
                113

              
	
                Section 10.20

              	
                Covenants

              	
                113

              
	
                Section 10.21

              	
                Access
                  to Project

              	
                113

              
	
                Section 10.22

              	
                Deficiency
                  Deposits

              	
                113

              
	
                Section 10.23

              	
                Termination
                  of Contracts

              	
                113

              
	
                Section 10.24

              	
                Unsatisfactory
                  Work

              	
                114

              
	
                Section 10.25

              	
                Bankruptcy
                  of General Contractor

              	
                114

              
	
                Section 10.26

              	
                Construction
                  Work

              	
                114

              
	
                Section 10.27

              	
                New
                  Century Lease and Gibson Dunn Lease

              	
                114

              
	
                ARTICLE 11

              	
                REMEDIES

              	
                114

              
	
                Section 11.1

              	
                Remedies
                  - Insolvency Events

              	
                114

              
	
                Section 11.2

              	
                Remedies
                  - Other Events

              	
                115

              
	
                Section 11.3

              	
                Administrative
                  Agent’s Right to Perform the Obligations

              	
                115

              
	
                Section 11.4

              	
                Administrative
                  Agent’s Right to Complete Construction

              	
                116

              
	
                Section 11.5

              	
                Administrative
                  Agent’s Rights under the Completion Guaranty

              	
                116

              
	
                Section 11.6

              	
                No
                  Obligation With Respect to Completion of the Improvements

              	
                116

              
	
                ARTICLE 12

              	
                MISCELLANEOUS

              	
                117

              
	
                Section 12.1

              	
                Notices

              	
                117

              
	
                Section 12.2

              	
                Amendments,
                  Waivers, Etc

              	
                117

              
	
                Section 12.3

              	
                Limitation
                  on Interest

              	
                118

              
	
                Section 12.4

              	
                Invalid
                  Provisions

              	
                119

              
	
                Section 12.5

              	
                Reimbursement
                  of Expenses

              	
                119

              
	
                Section 12.6

              	
                Approvals;
                  Third Parties; Conditions

              	
                120

              
	
                Section 12.7

              	
                Lenders
                  and Administrative Agent Not in Control; No Partnership

              	
                120

              
	
                Section 12.8

              	
                Time
                  of the Essence

              	
                121

              
	
                Section 12.9

              	
                Successors
                  and Assigns

              	
                121

              
	
                Section 12.10

              	
                Renewal,
                  Extension or Rearrangement

              	
                121

              


      

       


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Section 12.11

              	
                Waivers

              	
                121

              
	
                Section 12.12

              	
                Cumulative
                  Rights

              	
                121

              
	
                Section 12.13

              	
                Singular
                  and Plural

              	
                121

              
	
                Section 12.14

              	
                Phrases

              	
                121

              
	
                Section 12.15

              	
                Exhibits
                  and Schedules

              	
                122

              
	
                Section 12.16

              	
                Titles
                  of Articles, Sections and Subsections

              	
                122

              
	
                Section 12.17

              	
                Promotional
                  Material

              	
                122

              
	
                Section 12.18

              	
                Survival

              	
                122

              
	
                Section 12.19

              	
                Waiver
                  of Jury Trial

              	
                122

              
	
                Section 12.20

              	
                Remedies
                  of Borrower

              	
                123

              
	
                Section 12.21

              	
                Governing
                  Law

              	
                123

              
	
                Section 12.22

              	
                Entire
                  Agreement

              	
                124

              
	
                Section 12.23

              	
                Counterparts

              	
                124

              
	
                Section 12.24

              	
                Assignments
                  and Participations

              	
                124

              
	
                Section 12.25

              	
                Brokers

              	
                126

              
	
                Section 12.26

              	
                [Reserved]

              	
                127

              
	
                Section 12.27

              	
                Limitation
                  on Liability of the Administrative Agent’s and the Lenders’ Officers,
                  Employees, etc

              	
                127

              
	
                Section 12.28

              	
                Cooperation
                  with Syndication

              	
                127

              
	
                Section 12.29

              	
                Severance
                  of Loan

              	
                127

              
	
                ARTICLE 13

              	
                RECOURSE
                  LIABILITY

              	
                130

              
	
                Section 13.1

              	
                Recourse
                  Liability

              	
                130

              
	
                Section 13.2

              	
                No
                  Waiver of Rights Under Bankruptcy Code

              	
                131

              
	
                ARTICLE 14

              	
                THE
                  ADMINISTRATIVE AGENT

              	
                131

              
	
                Section 14.1

              	
                Appointment,
                  Powers and Immunities

              	
                131

              
	
                Section 14.2

              	
                Reliance
                  by Administrative Agent

              	
                132

              
	
                Section 14.3

              	
                Defaults

              	
                132

              
	
                Section 14.4

              	
                Rights
                  as a Lender

              	
                135

              
	
                Section 14.5

              	
                Standard
                  of Care; Indemnification

              	
                135

              
	
                Section 14.6

              	
                Non
                  Reliance on Administrative Agent and Other Lenders

              	
                136

              
	
                Section 14.7

              	
                Failure
                  to Act

              	
                136

              
	
                Section 14.8

              	
                Resignation
                  of Administrative Agent

              	
                136

              
	
                Section 14.9

              	
                Consents
                  under Loan Documents

              	
                137

              
	
                Section 14.10

              	
                Authorization

              	
                137

              
	
                Section 14.11

              	
                Agency
                  Fee

              	
                137

              
	
                Section 14.12

              	
                Defaulting
                  Lenders

              	
                137

              


      

       


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Section 14.13

              	
                Liability
                  of the Administrative Agent

              	
                139

              
	
                Section 14.14

              	
                Transfer
                  of Agency Function

              	
                139

              
	
                ARTICLE 15

              	
                CASH
                  MANAGEMENT AND CONTROLLED ACCOUNTS

              	
                139

              
	
                Section 15.1

              	
                Cash
                  Management

              	
                139

              
	
                Section 15.2

              	
                Real
                  Estate Tax and Insurance Reserve Fund

              	
                140

              
	
                Section 15.3

              	
                Cash
                  Flow Sweep Fund

              	
                141

              
	
                Section 15.4

              	
                Capital
                  Improvements Reserve Fund

              	
                142

              
	
                Section 15.5

              	
                Reserve
                  Funds and Security Accounts Generally

              	
                143

              
	
                Section 15.6

              	
                Release
                  of Reserve Funds

              	
                144

              
	
                Section 15.7

              	
                Controlled
                  Accounts

              	
                144

              
	
                ARTICLE 16

              	
                CO-BORROWER
                  WAIVERS AND PROVISIONS

              	
                147

              
	
                Section 16.1

              	
                Definitions

              	
                147

              
	
                Section 16.2

              	
                Rights
                  of The Administrative Agent

              	
                147

              
	
                Section 16.3

              	
                Waivers
                  of Defenses

              	
                148

              
	
                Section 16.4

              	
                Waivers
                  of Subrogation and Other Rights and Defenses

              	
                149

              
	
                Section 16.5

              	
                Revival
                  and Reinstatement

              	
                151

              
	
                Section 16.6

              	
                Borrower's
                  Financial Condition

              	
                151

              


      

       


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      


      CONSTRUCTION
        LOAN AGREEMENT

       

      This
        Construction Loan Agreement is entered into as of September 29, 2006 among
        MAGUIRE
        PROPERTIES-3161 MICHELSON, LLC,
        a
        Delaware limited liability company (“3161”),
        MAGUIRE
        PROPERTIES-PARK PLACE PS2, LLC,
        a
        Delaware limited liability company (“PS2”),
        and
MAGUIRE
        PROPERTIES-PARK PLACE PS5, LLC,
        a
        Delaware limited liability company (“PS5”)
        (individually and collectively, jointly and severally, “Borrower”);
        each
        of the lenders that is a signatory hereto identified under the caption
“LENDERS”
on
        the
        signature pages hereof and each lender that becomes a “Lender” after the date
        hereof pursuant to Section 12.24(2)
        (individually, a “Lender”
and,
        collectively, the “Lenders”);
        and
EUROHYPO AG,
        NEW YORK BRANCH,
        as
        administrative agent for the Lenders (in such capacity, together with its
        successors in such capacity, the “Administrative
        Agent”).

       

      RECITALS

       

      I. Borrower
        is the fee owner of that certain tract of land located in the County of Orange,
        State of California and being more fully described in Exhibit A
        attached
        hereto (the “Land”).

       

      II. Borrower
        proposes to construct the Improvements (as hereinafter defined) on the Land
        and,
        in connection therewith has requested and applied to the Lenders for a loan
        in
        the amount of $240,000,000 for the purposes of paying certain costs pertaining
        to the Project (as hereinafter defined) including certain costs with respect
        to
        the construction and equipping of the Improvements. The Lenders have agreed
        to
        make such loans on and subject to the terms and conditions hereinafter set
        forth.

       

      III. The
        aggregate amount of all of the Lenders’ Commitments (as hereinafter defined) is
        $240,000,000.

       

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

       

      ARTICLE 1 

       

      


       

      Certain
        Definitions

       

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

       

      (1) “Additional
        Costs”
has
        the
        meaning assigned in Section 2.9(1)(a).

       

      (2) “3161
        Michelson Building”
has
        the
        meaning assigned in the definition of “Improvements.”

       

      (3) “Additional
        Interest”
shall
        have no meaning for purposes of this Agreement and the other Loan Documents.
        This Agreement and the other Loan Documents shall 

       


      
        
           

          
          

        

        
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      be
        interpreted as if the references to “Additional Interest” in this Agreement and
        the other Loan Documents did not exist.

       

      (4) “Adjusted
        Libor Rate”
means,
        for any Interest Period for any LIBOR-based Loan, a rate per annum (rounded
        upwards, if necessary, to the nearest 1/32 of 1%) determined by the
        Administrative Agent to be equal to the Libor Rate for such Interest Period
        divided by 1 minus the Reserve Requirement (if any) for such Interest
        Period.

       

      (5) “Advance
        Date”
has
        the
        meaning assigned in Section 2.8(6).

       

      (6) “Advanced
        Amount”
has
        the
        meaning assigned in Section 14.12(2).

       

      (7) “Affiliate”
means
        with respect to any Person, another Person that directly or indirectly controls,
        or is under common control with, or is controlled by, such Person and, if
        such
        Person is an individual, any member of the immediate family (including parents,
        spouse, children and siblings) of such individual and any trust whose principal
        beneficiary is such individual or one or more members of such immediate family
        and any Person who is controlled by any such member or trust. As used in
        this
        definition, “control”
        (including, with its correlative meanings, “controlled
        by”
and
        “under
        common control with”)
        shall
        mean possession, directly or indirectly, of power to direct or cause the
        direction of management or policies (whether through ownership of securities
        or
        partnership or other ownership interests, by contract or otherwise), provided
        that, in any event, any Person that owns directly or indirectly securities
        having ten percent (10%) or more of the voting power for the election of
        directors or other governing body of a corporation or ten percent (10%) or
        more
        of the partnership, membership or other ownership interests of any other
        Person
        (other than as a limited partner of such other Person) will be deemed to
        control
        such corporation or other Person. Notwithstanding the foregoing, no individual
        shall be an Affiliate solely by reason of his or her being a director, officer,
        trustee or employee of Borrower.

       

      (8) “Agency
        Fee”
means
        the agency fee agreed to by Borrower and the Administrative Agent pursuant
        to
        the Fee Letter.

       

      (9) “Agreement”
means
        this Construction Loan Agreement, as amended from time to time.

       

      (10) “Annual
        Budget”
has
        the
        meaning assigned in Section 9.24(1).

       

      (11) “Anti-Terrorism
        Order”
shall
        mean Executive Order No. 13224, 66 Fed. Reg. 49,079 (2001), issued by the
        President of the United States of America (Executive Order Blocking Property
        and
        Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
        Support
        Terrorism).

       

      (12) “Applicable
        Law”
means
        any statute, law (including Environmental Laws), regulation, ordinance, rule,
        judgment, rule of common law, order, decree, Government Approval, approval,
        concession, grant, franchise, license, agreement, directive, guideline, policy,
        requirement, or other governmental restriction or any similar form of decision
        of, or determination by, or any interpretation or administration of any of
        the
        foregoing by, any 

       


      
        
           

          
          

        

        
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      Governmental
        Authority, whether now or hereinafter in effect and, in each case, as amended
        (including any thereof pertaining to land use, zoning and building ordinances
        and codes).

       

      (13) “Applicable
        Lending Office”
means,
        for each Lender and for each Type of Loan, the “Lending Office” of such Lender
        (or of an affiliate of such Lender) designated for such Type of Loan on the
        respective signature pages hereof or such other office of such Lender (or
        of an
        affiliate of such Lender) as such Lender may from time to time specify to
        the
        Administrative Agent and Borrower as the office by which its Loans of such
        Type
        are to be made and maintained.

       

      (14) “Applicable
        Margin”
means
        (a) with respect to Base Rate Loans, one and one-half percent (1.50%) per
        annum; and (b) for LIBOR-based Loans, two and one-quarter percent (2.25%)
        per annum.

       

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

       

      (16) “Appraised
        Value”
means
        that certain appraised value of the Project as determined by the
        Appraisal.

       

      (17) “Approved
        Fund”
shall
        mean any Person (other than a natural person) that is engaged in making,
        purchasing, holding or investing in bank loans and similar extensions of
        credit
        in the ordinary course of its business and that is administered or managed
        by
        (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
        Affiliate of an entity that administers or manages a Lender.

       

      (18) “Approved
        Lease”
means
        (a) each existing lease as of the Closing Date approved by the
        Administrative Agent as set forth on Schedule 1.1(18)
        attached
        hereto and (b) each lease entered into after the Closing Date in accordance
        with the terms and conditions contained in Section 6.1
        as such
        leases and related documents may be modified or amended pursuant to the terms
        of
        this Agreement.

       

      (19) “Approved
        Transferee”
means
        (a) prior to the Completion Date, a Person who (i) is not and has not, within
        the preceding two (2) years, been adverse to the Administrative Agent or
        any
        Lender in any judicial, arbitral or similar proceeding and (ii) is not a
        Prohibited Person, and (b) after the Completion Date, a Person who (i) is
        not
        and has not, within the preceding two (2) years, been adverse to the
        Administrative Agent or any Lender in any judicial, arbitral or similar
        proceeding, (ii) is not a Prohibited Person, and (iii) in the event that
        Sponsor
        shall no longer own at least fifty-one percent (51%) of the direct or indirect
        ownership interests in Borrower as a result of a transfer (as defined in
        Section
        9.1(1)),
        is an
        Institutional Investor.

       

      (20) “Arranger”
means
        Eurohypo AG, New York Branch. 

       

       


      
        
           

          
          

        

        
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      (21) “Assignment
        and Acceptance”
means
        an Assignment and Acceptance, duly executed by the parties thereto, in
        substantially the form of Exhibit D
        hereto
        and consented to by the Administrative Agent in accordance with Section 12.24(2).

       

      (22) “Authorized
        Officer”
means
        with respect to Borrower or Borrower’s Managing Member, the Chief Executive
        Officer, President, Executive Vice President, Senior Vice President, Vice
        President, Chief Financial Officer or Treasurer of Borrower’s Managing Member’s
        General Partner whose names appear on a certificate of incumbency executed
        by
        the Secretary of Borrower’s Managing Member’s General Partner and delivered
        concurrently with the execution of this Agreement, as such certificate of
        incumbency may be amended from time to time to identify the names of the
        individuals then holding such offices and certified by the Secretary of
        Borrower’s Managing Member’s General Partner.

       

      (23) “Bankruptcy
        Party”
has
        the
        meaning assigned in Section 10.8.

       

      (24) “Base
        Building Substantial Completion Conditions”
has
        the
        meaning assigned in Schedule 4.

       

      (25) “Base
        Building Work”
means
        all of that certain work to be performed by Borrower and/or its contractors
        constituting construction of the Improvements (including Landlord’s Work, but
        excluding Tenant Improvement Work and Tenant Improvement Allowances) as more
        particularly described in the Plans and Specifications.

       

      (26) “Base
        Rate”
means,
        for any day, a rate per annum equal to the higher of (a) the Federal Funds
        Rate for such day plus one-half of one percent (0.5%) or (b) the Prime Rate
        for such day. Each change in any interest rate provided for herein based
        upon
        the Base Rate resulting from a change in the Base Rate shall take effect
        at the
        time of such change in the Base Rate.

       

      (27) “Base
        Rate Loans”
means
        Loans that bear interest at rates based upon the Base Rate.

       

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

       

      (29) “Blanket
        Insurance Premium Financing Arrangement”
has
        the
        meaning assigned in Section 3.1(3) hereof.

       

      (30) “Bond”
means
        a
        Performance Bond and Labor and Material Payment Bond in the form approved
        by the
        American Institute of Architects and identified as Form AIA No. A-311, and
        providing first dollar coverage, with the contractor or subcontractor (as
        the
        case may be) as principal, with a surety company licensed to do business
        in the
        state where the Project is located and acceptable to the Administrative Agent
        and with Borrower and the Administrative Agent (on behalf of the Lenders)
        as
        joint and several obligees. Bonds will be required from any subcontractor
        (a) with a subcontract for a trade listed on Schedule 1.1(29)
        attached
        hereto (unless 

       


      
        
           

          
          

        

        
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      the
        Administrative Agent, in its reasonable discretion, upon advice from the
        Construction Consultant, agrees to waive such bonding requirement with respect
        to any subcontractor) or (b) required to be bonded pursuant to any General
        Contract, prior to the funding of any Loans for the portion of the Construction
        Work to be performed by such subcontractors.

       

      (31) “Borrower
        Party”
means
        any Guarantor, Borrower’s Managing Member, and Borrower’s Managing Member’s
        General Partner.

       

      (32) “Borrower’s
        Architect”
means
        HKS Architects, Inc., a Texas corporation, or any replacement thereof approved
        by the Administrative Agent.

       

      (33) “Borrower’s
        Architect Agreement”
means
        that certain agreement entitled Agreement for Consulting Services, dated
        as of
        June 3, 2005, between Borrower as assignee of Borrower’s Managing Member, as
“owner”, and Borrower’s Architect, as ”consultant”.

       

      (34) “Borrower’s
        Managing Member”
means
        Maguire Properties, L.P., a Maryland limited partnership, the sole member
        of
        each of 3161, PS2 and PS5.

       

      (35) “Borrower’s
        Managing Member’s General Partner”
means
        Maguire Properties, Inc., a Maryland corporation, the sole general partner
        of
        Borrower’s Managing Member.

       

      (36) “Broker”
has
        the
        meaning assigned in Section 12.25.

       

      (37) “Budget”
means
        the budget attached as Exhibit B
        hereto
        as the same may be modified from time to time in accordance with the provisions
        of this Agreement.

       

      (38) “Budget
        Line Items”
has
        the
        meaning assigned in Section 4.5.

       

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

       

      (40) “Calculated
        Debt
        Service”
means,
        for any calendar quarter, calculated on an annualized basis, an amount equal
        to
        the greater of (a) the constant annual payment of principal plus interest
        required to fully amortize, over a term of thirty (30) years commencing as
        of
        the date of such calculation, a loan in an amount equal to the outstanding
        principal balance of the Notes at the beginning of such quarter, assuming
        such
        amount were to bear interest at a rate equal to a rate determined by
        Administrative Agent as of the date of such calculation equivalent to the
        yield
        on United States Treasury obligations having maturities as close as possible
        to
        ten (10) years from the date of such calculation, plus
        one and
        one-half percent (1.50%), (b) the actual debt service payments, including
        interest and any amortization payments, required to be made by Borrower during
        such calendar quarter, annualized, and (c) the aggregate payments of 

       


      
        
           

          
          

        

        
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      annual
        principal and interest required to fully amortize, over a term of thirty
        (30)
        years commencing as of the first day of such calendar quarter, a loan in
        an
        amount equal to the outstanding principal balance of the Notes at the beginning
        of such period, assuming
        an interest rate of seven and twenty-seven one hundredth percent (7.27%),
        in
        each case, as determined by Administrative Agent, which determination shall
        be
        conclusive in the absence of manifest error. 

       

      (41) “Capital
        Improvements Reserve Account”
has
        the
        meaning assigned in Section 15.4(1).

       

      (42) “Capital
        Improvements Reserve Funds”
has
        the
        meaning assigned in Section 15.4(1).

       

      (43) “Cash
        Management Account”
has
        the
        meaning assigned in the Cash Management Agreement.

       

      (44) “Cash
        Management Agreement”
means
        that certain Cash Management and Security Agreement to be executed, dated
        and
        delivered by Borrower, the Administrative Agent (on behalf of the Lenders)
        and
        the Depository Bank prior to the commencement of the Second Extension Period,
        as
        the same may be modified, amended and/or supplemented and in effect from
        time to
        time.

       

      (45) “Casualty/Taking
        Account”
has
        the
        meaning assigned in the Cash Management Agreement.

       

      (46) “Change
        of Control”
        means:

       

      (a) in
        the
        case of Borrower’s Managing Member, the occurrence of any change such that
        Borrower’s Managing Member’s General Partner no longer Controls Borrower’s
        Managing Member; and

       

      (b) in
        the
        case of Borrower’s Managing Member’s General Partner, the occurrence of a change
        in the composition of the governing body of Borrower’s Managing Member’s General
        Partner such that a majority of the members of any such governing body (i)
        were
        not members of such governing body on the date of this Agreement and (ii)
        were
        not (A) nominated for election or elected to such governing body with the
        affirmative vote of a majority of the members who were either members of
        such
        governing body on the date of this Agreement or whose nomination or election
        was
        previously so approved or (B) nominated to such governing body with the
        affirmative vote of a nominating committee, the majority of the members of
        which
        were (x) members of such governing body on the date of this Agreement, (y)
        members whose nomination was previously so approved by such a nominating
        committee and/or (z) members whose nomination or election was previously
        approved in accordance with the immediately preceding clause (A).

       

      (47) “Change
        Order”
means
        any modification, amendment and/or supplement to (a) the Plans and
        Specifications, (b) the Budget, (c) the Construction Schedule,
        (d) any General Contract, a Major Subcontract or any subcontract, or,
        (e) with respect to any Tenant Improvement Plans, any modification,
        amendment and/or supplement thereto which increases 

       


      
        
           

          
          

        

        
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      the
        cost
        of Tenant Improvement Work above the budgeted cost therefor previously approved
        by the Administrative Agent.

       

      (48) “Clearing
        Account”
has
        the
        meaning assigned in the Clearing Account Agreement.

       

      (49) “Clearing
        Account Agreement”
means
        that certain Clearing Account Agreement to be executed, dated and delivered
        by
        Borrower, the Administrative Agent (on behalf of the Lenders) and the Depository
        Bank prior to the commencement of the Second Extension Period, as the same
        may
        be modified, amended and/or supplemented and in effect from time to
        time.

       

      (50) “Closing
        Date”
means
        the date of this Agreement.

       

      (51) “Collateral
        Letter of Credit”
means
        a
        clean, irrevocable and unconditional standby letter of credit that is (a)
        issued
        in favor of the Administrative Agent (on behalf of the Lenders) in the amount
        of
        any cash required pursuant to the terms of this Agreement or any other Loan
        Document it is being substituted for, (b) issued by (i) an issuer reasonably
        satisfactory to the Administrative Agent and which has a paying office in
        the
        City of New York and a senior unsecured debt rating with respect thereto
        of “A+”
or better by S&P or (ii) such other issuer as shall be approved by the
        Administrative Agent in its sole and absolute discretion, (c) drawable, in
        whole
        or in part from time to time, by the Administrative Agent upon the presentment
        to the issuer of a clean sight draft demanding such payment, (d) an “evergreen”
letter of credit that initially has an expiration date of at least one (1)
        year
        from the date of deposit and is automatically renewed from year to year or
        one
        which does not expire until at least thirty (30) Business Days after the
        Maturity Date, (e) freely assignable by the Administrative Agent at no cost
        and
        expense, and (f) otherwise reasonably satisfactory to the Administrative
        Agent.

       

      (52) “Commitment”
means,
        as to each Lender, the obligation of such Lender upon satisfaction of the
        conditions set forth in this Agreement, to make a Loan in a principal amount
        up
        to but not exceeding the amount set opposite the name of such Lender on
Schedule 1
        under
        the caption “Commitment” or, in the case of a Person that becomes a Lender
        pursuant to an assignment permitted under Section 12.24(2),
        as
        specified in the respective instrument of assignment pursuant to which such
        assignment is effected. The original aggregate principal amount of the
        Commitments is $240,000,000.

       

      (53) “Completion
        Date”
means
         March 28, 2008, the date which is eighteen (18) months after the Closing
        Date, as such date may be extended due to Unavoidable Delays, provided,
        however,
        that in
        no event shall the Completion Date extend beyond the date which is twenty-four
        (24) months after the Closing Date.

       

      (54) “Completion
        Guaranty”
means
        that certain Completion Guaranty executed by the Guarantor to the Administrative
        Agent (on behalf of the Lenders) on the Closing Date, as the same may be
        modified, amended and/or supplemented and in effect from time to
        time.

       

      (55) “Consent
        and Agreement”
means
        each consent and agreement executed by a Design Professional, the General
        Contractor, any Major Subcontractor, or any of the other 

       


      
        
           

          
          

        

        
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      parties
        thereto, in accordance with the General Assignment and substantially in the
        same
        form as attached thereto.

       

      (56) “Construction
        Completion”
means
        the date on which all of the Base Building Substantial Completion Conditions
        have been satisfied by Borrower, as determined by the Administrative Agent
        and
        its Construction Consultant.

       

      (57) “Construction
        Consultant”
means
        Marx Okubo and/or such other consultant as the Administrative Agent may engage
        on behalf of the Lenders, as reasonably approved by Borrower, to examine
        the
        Plans and Specifications, changes in the Plans and Specifications and cost
        breakdowns and estimates, to make periodic inspections of the work of
        construction of the Project on behalf of the Lenders, and to advise and render
        reports to the Administrative Agent and the Lenders concerning the same and
        to
        provide such other advice in respect of the Project as the Administrative
        Agent
        may from time to time request.

       

      (58) “Construction
        Consultant’s Construction, Cost and Plan Review”
means
        a
        report of the Construction Consultant, dated June 28, 2006 and in form and
        substance reasonably satisfactory to the Administrative Agent, as to the
        Budget,
        the Plans and Specifications, the construction plan, the Construction Schedule,
        equipment selection, expected performance, operating costs and as to such
        other
        matters as the Administrative Agent may reasonably request, including, without
        limitation, a detailed plan and cost review.

       

      (59) “Construction
        Schedule”
means
        the schedule prepared and certified by Borrower and verified by the Construction
        Consultant establishing a timetable for commencement and completion of the
        Construction Work (other than Tenant Improvement Work), showing, on a monthly
        basis, the anticipated progress of the Construction Work and showing that
        all of
        the Construction Work will be completed on or before the Completion Date.
        To the
        extent Borrower is performing any Tenant Improvement Work, the Construction
        Schedule will be amended to include the timetable for the completion of such
        Tenant Improvement Work, as the same may from time to time hereafter be modified
        in accordance with the terms of this Agreement.

       

      (60) “Construction
        Work”
means
        all work and materials (including all labor, equipment and fixtures with
        respect
        thereto and including demolition, asbestos removal and Tenant Improvement
        Work)
        necessary to construct the Improvements, all of which shall be performed
        and
        completed in accordance with and as contemplated by the Plans and Specifications
        (or Tenant Improvement Plans in the case of Tenant Improvement Work) and
        all
        Applicable Laws.

       

      (61) “Consumer
        Price Index”
means
        the consumer price index for the Los Angeles-Riverside-Orange County area
        for
        all Urban Consumers-All Items, published monthly by the Bureau of Labor
        Statistics of the United States Department of Labor.

       

      (62) “Contingency
        Fund”
has
        the
        meaning assigned in Section 4.4.

       

      (63) “Continue”
        “Continuation”
and
        “Continued”
refer
        to the continuation pursuant to Section 2.2
        of
        (a) a LIBOR-based Loan from one Interest Period to the next Interest Period
        or (b) a Base Rate Loan at the Base Rate.

       

       


      
        
           

          
          

        

        
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      (64) “Controlled
        Account”
means
        one or more deposit accounts established by the Administrative Agent (for
        the
        benefit of the Lenders) at a Depository Bank that is acceptable to the
        Administrative Agent, and which is established and maintained in accordance
        with
Article 15
        hereof.

       

      (65) “Controlled
        Account Agreement”
has
        the
        meaning assigned in Section 15.7(1)(a).

       

      (66) “Controlled
        Account Collateral”
has
        the
        meaning assigned in Section 15.7(3)(a).

       

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

       

      (68) “Date
        Down Endorsement”
means
        any date down endorsement to the Title Policy or other evidence of date down
        of
        title acceptable to the Administrative Agent in its reasonable discretion
        covering disbursements of loan proceeds made or to be made subsequent to
        the
        date of the title policy.

       

      (69) “Debt”
means,
        for any Person, without duplication: (a) all indebtedness of such Person
        for borrowed money, for amounts drawn under a letter of credit, or for the
        deferred purchase price of property for which such Person or its assets is
        liable, (b) all unfunded amounts under a loan agreement, letter of credit,
        or other credit facility for which such Person would be liable, if such amounts
        were advanced under the credit facility, (c) all amounts required to be
        paid by such Person as a guaranteed payment to partners, members (or other
        equity holders) or a preferred or special dividend, including any mandatory
        redemption of shares or interests, (d) all indebtedness guaranteed by such
        Person, directly or indirectly, (e) all obligations under leases that
        constitute capital leases for which such Person is liable, and (f) all
        obligations of such Person under interest rate swaps, caps, floors, collars
        and
        other interest hedge agreements, in each case whether such Person is liable
        contingently or otherwise, as obligor, guarantor or otherwise, or in respect
        of
        which obligations such Person otherwise assures a creditor against
        loss.

       

      (70) “Debt
        Service Coverage Ratio”
means,
        for the period of time for which calculation is being made, the ratio of
        Historical Net Operating Income to Calculated Debt Service. The Debt Service
        Coverage Ratio shall be as determined by the Administrative Agent based upon
        the
        most recent reports required to have been submitted by Borrower under
Section 8.1
        (or, if
        no such reports have been so submitted, such other information as Administrative
        Agent shall determine in its sole and absolute discretion), which determination
        shall be conclusive in the absence of manifest error.

       

      (71) “Default
        Rate”
means
        a
        rate per annum equal to five and one-half percent (5.50%) plus the Base Rate
        as
        in effect from time to time; provided,
        however,
        that in
        no event shall the Default Rate exceed the maximum rate allowed by Applicable
        Law.

       

      (72) “Defaulting
        Lender”
has
        the
        meaning assigned in Section 14.12(1).

       

       


      
        
           

          
          

        

        
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      (73) “Deficiency
        Deposit”
has
        the
        meaning assigned in Section 4.3.

       

      (74) “Delayed
        Equity Contribution”
means
        the amount of unreimbursed equity required to be contributed by Borrower
        with
        respect to Project Costs for the Improvements following the initial funding
        of
        the Loans. That amount shall equal the Total Required Equity Contribution
        minus
        the Initial Equity Contribution. 

       

      (75) “Depository
        Bank”
means
        at any time any depository bank which is party to a Controlled Account
        Agreement.

       

      (76) “Design
        Professional”
means,
        collectively, Borrower’s Architect, the structural engineer, the mechanical
        engineer and other design professionals relating to the Construction Work,
        as
        approved by the Administrative Agent, and any reference in this Agreement
        to a
        certification or other document to be executed by the applicable Design
        Professional shall mean one or more of such Design Professionals designated
        by
        the Administrative Agent as the Design Professionals to execute such
        certification or document, depending on the areas of expertise covered by
        such
        certification or document.

       

      (77) “Development
        Agreement”
means
        that certain Park Place Development Agreement No. 00310468-PDA by and between
        (i) the City of Irvine and (ii) Crow Winthrop Development Limited Partnership,
        a
        Maryland limited partnership, Shops at Park Place LLC, a Delaware limited
        liability company, 3121 Michelson Drive LLC, a Delaware limited liability
        company, 3161 Michelson Drive LLC, a Delaware limited liability company,
        Park
        Place Parking Company, a Delaware limited liability company, Park Place Hotel
        Company, a Delaware limited liability company, Park Place Residential Highrise
        I
        LLC, a Delaware limited liability company, Park Place Development LLC, a
        Delaware limited liability company, as Developers, dated as of October 24,
        2002,
        together with that certain Assignment and Assumption of Development Agreement
        by
        and between Crow Winthrop Development Limited Partnership, a Maryland limited
        partnership, as assignor, and Maguire Properties-Park Place SP Development,
        LLC,
        a Delaware limited liability company, as assignee, dated as of July 23, 2004,
        as
        the same may be modified, amended and/or supplemented and in effect from
        time to
        time.

       

      (78) “Dollars”
and
        “$”
means
        lawful money of the United States of America.

       

      (79) “Eligibility
        Requirements”
means,
        with respect to any Person, that such Person (i) has total assets (in name
        or under management) in excess of $600,000,000.00 and (except with respect
        to a
        pension advisory firm, asset manager or similar fiduciary) capital/statutory
        surplus or shareholder’s equity of $250,000,000.00 and (ii) is regularly
        engaged in the business of making or owning commercial real estate loans
        (including mezzanine loans with respect to commercial real estate) or operating
        commercial properties.

       

      (80) “Eligible
        Assignee”
means
        any of (i) a commercial bank organized under the Laws of the United States,
        or any State thereof, and having (x) total assets in excess of
        $1,000,000,000 and (y) a combined capital and surplus of at least
        $250,000,000; (ii) a commercial bank organized under the laws of any other
        country which is a member of the Organization of Economic Cooperation and
        Development (“OECD”),
        or a
        political subdivision of any such country, and having (x) total assets in
        excess of $1,000,000,000 and (y) a combined capital and surplus of at least
        $250,000,000, provided that such bank is acting through a branch 

       


      
        
           

          
          

        

        
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      or
        agency
        located in the country in which it is organized or another country which
        is also
        a member of OECD; (iii) a life insurance company organized under the Laws
        of any State of the United States, or organized under the Laws of any country
        and licensed as a life insurer by any State within the United States and
        having
        admitted assets of at least $1,000,000,000; (iv) a nationally recognized
        investment banking company or other financial institution in the business
        of
        making loans, or an Affiliate thereof (other than any Person which is directly
        or indirectly a Borrower Party or directly or indirectly an Affiliate of
        any
        Borrower Party) organized under the Laws of any State of the United States,
        and
        licensed or qualified to conduct such business under the Laws of any such
        State
        and having (1) total assets of at least $1,000,000,000 and (2) a net
        worth of at least $250,000,000, including, without limitation, Capmark Finance
        Inc.; (v) an Approved Fund; (vi) or a Related Entity of Eurohypo; or
        (vii) any other Person reasonably acceptable to Borrower (to the extent
        Borrower’s consent to an assignment is required for an assignment to a Person
        other than those identified in clauses (i) through (vi) above,
        pursuant to Section 12.24(2),
        and
        provided that all other applicable conditions to such assignment set forth
        in
Section 12.24(2)
        have
        been satisfied, including any applicable consent thereto to be delivered
        by the
        Administrative Agent).

       

      (81) “Environmental
        Claim”
has
        the
        meaning assigned in Article 5.

       

      (82) “Environmental
        Indemnity”
means
        that certain Environmental Indemnity Agreement by Borrower and Guarantor
        in
        favor of the Administrative Agent and each of the Lenders, to be executed,
        dated
        and delivered to the Administrative Agent (on behalf of the Lenders) on the
        Closing Date, as the same may be modified, amended and/or supplemented and
        in
        effect from time to time.

       

      (83) “Environmental
        Laws”
has
        the
        meaning assigned in Article 5.

       

      (84) “Environmental
        Liens”
has
        the
        meaning assigned in Article 5.

       

      (85) “Environmental
        Losses”
has
        the
        meaning assigned in Article 5.

       

      (86) “Equity
        Balancing Contribution”
has
        the
        meaning assigned in Section 4.3.

       

      (87) “Eurohypo”
means
        Eurohypo AG, New York Branch.

       

      (88) “Eurohypo
        Counterparty”
means
        Eurohypo and or any of its Related Entities.

       

      (89) “Event
        of Default”
has
        the
        meaning assigned in Article 10.

       

      (90) “Excess
        Cash”
has
        the
        meaning assigned in Section
        15.3(1).

       

      (91) “Excess
        Cash Reserve Fund”
has
        the
        meaning assigned in Section
        15.3(1).

       

      (92) “FAA
        Approval”
means
        that certain Determination of No Hazard to Air Navigation issued by the Federal
        Aviation Administration on March 10, 2006.

       

       


      
        
           

          
          

        

        
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      (93) “Federal
        Funds Rate”
means,
        for any day, the rate per annum (rounded upwards, if necessary, to the nearest
        1/32 of 1%) equal to the weighted average of the rates on overnight Federal
        funds transactions with members of the Federal Reserve System arranged by
        Federal funds brokers on such day, as published by the Federal Reserve Bank
        of
        New York on the Business Day next succeeding such day, provided
        that
        (a) if the day for which such rate is to be determined is not a Business
        Day, the Federal Funds Rate for such day shall be such rate on such transactions
        on the immediately preceding Business Day as so published on the next succeeding
        Business Day and (b) i if such rate is not so published for any Business
        Day, the Federal Funds Rate for such Business Day shall be the average of
        the
        quotations for such day for such transactions received by Administrative
        Agent
        from three Federal funds brokers of recognized standing selected by it (rounded
        upwards, if necessary, to the nearest 1/32 of 1%).

       

      (94) “Fee
        Letter”
means
        the letter agreement, dated the date hereof, between Borrower and the
        Administrative Agent with respect to certain fees payable by Borrower in
        connection with the Loans, as the same may be modified, amended and/or
        supplemented and in effect from time to time.

       

      (95) “Financial
        Covenants”
has
        the
        meaning assigned in the Guarantor Documents.

       

      (96) “Financing
        Installment”
has
        the
        meaning assigned in Section
        3.1(3).

       

      (97) “First
        Extension Notice”
has
        the
        meaning assigned in Section
        2.5(1)(a).

       

      (98) “First
        Extension Period”
has
        the
        meaning assigned in Section
        2.5(1).
        

       

      (99) “General
        Assignment”
means,
        collectively, the Assignment of Contracts, Government Approvals and Other
        Project Documents, executed by Borrower in favor of the Administrative Agent
        (on
        behalf of the Lenders) and the Agreement to Complete Improvements and Assignment
        of Contracts, Government Approvals and Other Project Documents, executed
        by
        certain affiliates of Borrower in favor of the Administrative Agent (on behalf
        of the Lenders), in each case, as the same may be modified, amended,
        supplemented or reaffirmed from time to time.

       

      (100) “General
        Contract”
means
        each construction contract for the Improvements to be entered into between
        Borrower or any of its Affiliates and the General Contractor in accordance,
        and
        as approved by the Administrative Agent pursuant to Schedule
        4,
        Part
        A,
        as the
        same may be modified, amended, supplemented or reaffirmed from time to time
        in
        accordance with the terms of this Agreement. Each General Contract shall
        provide
        for a guaranteed maximum fixed price for the Construction Work for the
        Improvements consistent with the Budget, and shall provide that the General
        Contractor Fee shall be disbursed based upon percentage of completion with
        payments to be complete upon the issuance of all certificates of occupancy,
        release of all liens by contractors, materialmen and suppliers, and the Loans
        being In Balance, or as otherwise approved by the Administrative Agent in
        its
        reasonable discretion with respect to any portion of the Improvements which
        is
        of a type that no certificate of occupancy (or equivalent) is available to
        be
        issued by the applicable Governmental Authority (so long as all applicable
        Governmental Authorities shall have provided such approvals or acceptances
        with
        respect to such portion of the Improvements as is customary for similar
        improvements and the 

       


      
        
           

          
          

        

        
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      Construction
        Consultant shall have certified to the Administrative Agent that such portion
        of
        the Improvements is complete).

       

      (101) “General
        Contractor”
means
        Hathaway Dinwiddie or another general contractor for the Construction Work
        acceptable to the Administrative Agent.

       

      (102) “General
        Contractor Fee”
means
        the general contractor fees agreed to by Borrower or any of its Affiliates
        and
        General Contractor as provided in the applicable General Contract and approved
        by the Administrative Agent.

       

      (103) “Gibson
        Dunn Lease”
means
        that certain 3161 Michelson Office Lease, dated as of June 21, 2005 by and
        between 3161 (as Landlord) and Gibson, Dunn & Crutcher, LLP, a California
        limited liability partnership (as Tenant), as amended by that certain First
        Amendment to Lease, dated as of August 5, 2005, that certain Second Amendment
        to
        Lease, dated as of March 9, 2006, and that certain Third Amendment to Lease
        dated as of March 1, 2006, as further modified and amended from time to
        time.

       

      (104) “Government
        Approval”
means
        any action, authorization, consent, approval, license, lease, ruling, permit,
        tariff, rate, certification, exemption, filing or registration by or with
        any
        Governmental Authority, including all licenses, permits, allocations,
        authorizations, approvals and certificates obtained by or in the name of,
        or
        assigned to, Borrower and used in connection with the ownership, construction,
        operation, use or occupancy of the Project, including building permits, zoning
        and planning approvals, business licenses, licenses to conduct business,
        certificates of occupancy and all such other permits, licenses and
        rights.

       

      (105) “Governmental
        Authority”
means
        any governmental department, commission, board, bureau, agency, regulatory
        authority, instrumentality, judicial or administrative body, federal, state,
        local, or foreign having jurisdiction over the matter or matters in
        question.

       

      (106) “Guarantor”
means
        Maguire Properties, L.P., a Maryland limited partnership.

       

      (107) “Guarantor
        Documents”
means
        collectively, the Completion Guaranty, the Non-Recourse Carveouts Guaranty,
        the
        Repayment Guaranty, the New Century Guaranty, the Minimum Equity Guaranty,
        the
        Master Lease and, insofar as the Guarantor is obligated thereunder, the
        Environmental Indemnity, as the same may be modified, amended and/or
        supplemented or reaffirmed.

       

      (108) “Hard
        Costs”
means
        the aggregate costs of all labor, materials, equipment and fixtures necessary
        for completion of construction of the Improvements, as more particularly
        set
        forth in the Budget.

       

      (109) “Hazardous
        Materials”
has
        the
        meaning assigned in Article 5.

       

      (110) “Hedge
        Agreement”
means
        any interest rate cap agreement between the Hedge Party and one or more
        financial institutions under which Borrower shall have no obligations other
        than
        the payment of a one-time, up-front premium at the time such agreement is
        

       


      
        
           

          
          

        

        
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      entered
        into, as the same may be modified, amended and/or supplemented and in effect
        from time to time in accordance with Section 9.15.

       

      (111) “Hedge
        Agreement Pledge”
means
        that certain Assignment, Pledge and Security Agreement, to be executed, dated
        and delivered by Borrower to the Administrative Agent (on behalf of the Lenders)
        in accordance with Section 9.15
        and at
        any other time Borrower elects or is required to enter into an Hedge Agreement,
        covering Borrower’s right, title and interest in and to any such Hedge
        Agreement, as the same may be modified, amended and/or supplemented and in
        effect from time to time.

       

      (112) “Hedge
        Party”
means
        Borrower.

       

      (113) “Historical
        Net Operating Income”
means,
        for any period, (a) the sum of (i) rental revenue from Leases under which
        the
        tenants are in Occupancy and who have commenced and are proceeding with the
        build-out of their respective tenant improvements and from tenants under
        signed
        Leases who will be in Occupancy within three (3) months or less from the
        date of
        determination provided those tenants take occupancy within three months (or
        less), (ii) rental revenue from Leases with tenants that do not meet the
        requirements of clause (i) above; provided that either (A) each such tenant
        (or
        its parent entity, if such parent entity has guaranteed the obligations of
        such
        tenant under its lease) has a rating (or a “shadow rating”) of at least “BBB
        minus” from S&P (or an equivalent rating from Moody’s Investor Services)
        with no negative watch in effect during such period; (B) the obligations
        of such
        tenant under its lease are supported by a cash deposit or letter of credit,
        in
        each case in an amount equal to at least one year’s worth of the rent payable by
        such tenant under its lease, from a commercial bank having a rating (or a
        “shadow rating”) of at least “BBB minus” from S&P (or an equivalent rating
        from Moody’s Investor Services) with no negative watch in effect during such
        period and otherwise found reasonably acceptable by the Administrative Agent;
        or
        (C) the Administrative Agent has reviewed and approved, in its sole discretion,
        the financial condition of each such tenant, (iii) any income from the Master
        Lease, and (iv) any contractual rent increases scheduled to occur in the
        next
        six (6) months following the date of determination (with any applicable
        percentage rental revenue being based upon the most recently ended 12-month
        period), determined in accordance with GAAP, but without taking into account
        straight-lining of rents and extraordinary revenues (including, but not limited
        to lease termination payments) minus
        (b) the
        sum of all Operating Expenses during the applicable period, including, without
        duplication, (i) annualized insurance premiums allocable to the applicable
        period, (ii) annualized real estate taxes allocable to the applicable period,
        (iii) capital expenses at an imputed annual rate of $0.15 per rentable square
        foot allocable to the applicable period, (iv) management fees (in the amount
        equal to the greater of (1) management fees actually paid during the applicable
        period, and (2) an imputed rate of three percent (3.00%) (except with respect
        to
        the parking management fee, an imputed rate of two and one-half percent (2.50%))
        of annualized Operating Revenues allocable to the applicable period), (v)
        rental
        from tenants in bankruptcy, (vi) rental from tenants in monetary default
        for
        sixty (60) days or more under their Leases, (vii) rental from tenants with
        Leases expiring within six (6) months of the applicable test date, and (viii)
        a
        deemed vacancy equal to the greater of the actual vacancy or five percent
        (5%).
        Historical Net Operating Income shall in no event include extraordinary
        non-recurring revenues or expenses or any debt service payable with respect
        to
        the Loans. 

       

       


      
        
           

          
          

        

        
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      (114) “Improvements”
means,
        collectively, (a) a 19-story (with no 13th
        floor)
        first-class office building to be located within the Park Place campus at
        3161
        Michelson Drive, Irvine, California, containing approximately 530,380 gross
        rentable square feet of office space (the “3161
        Michelson Building”),
        approximately 4,221 parking stalls and approximately 960 valet spaces, within
        two multi-level parking garages, and inclusive of a 68 space surface parking
        lot
        (collectively, the “Parking
        Garages”),
        all
        storage space contained therein, all signage improvements and all of the
        other
        improvements to be constructed on the Land, as more particularly described
        in
        the Plans and Specifications and (b) the Tenant Improvement Work, to the
        extent applicable pursuant to Approved Leases.

       

      (115) “In
        Balance”
has
        the
        meaning assigned in Section 4.3.

       

      (116) “Indebtedness”
has
        the
        meaning assigned in the Mortgage.

       

      (117) “Independent
        Manager”
means,
        in the case of a limited liability company or a limited partnership, a member
        or
        manager that is a natural person who, for the five (5) year period prior to
        his or her appointment as an Independent Manager and at all times while serving
        as an Independent Manager was not and will not be, directly or indirectly,
        (i) an employee, manager, stockholder, director, member, partner, officer,
        attorney or counsel of such limited liability company, limited partnership
        or
        any of its Affiliates (other than his or her service as an Independent Manager
        or special member of the limited liability company or limited partnership),
        (ii) a creditor, customer of, or supplier or other Person who derives any
        of its purchases or revenues from its activities with such limited liability
        company, limited partnership or any of its members, managers or their Affiliates
        (other than his or her service as an Independent Manager if such Person has
        been
        provided by a nationally-recognized company that provides professional
        independent managers), (iii) a Person Controlling or under common Control
        with or Controlled by any such employee, manager, stockholder, director,
        member,
        partner, officer, attorney, counsel, customer, supplier or other Person,
        or
        (iv) any member of the immediate family (including grandchildren or
        siblings) of a person described in clauses (i), (ii) or (iii)
        immediately above. 

       

      (118) “Individual
        Borrower”
shall
        have the meaning assigned in Section 16.1.

       

      (119) “Initial
        Equity Contribution”
means
        the amount of unreimbursed equity contributed by Borrower with respect to
        Project Costs for the Improvements prior to the initial funding of the Loans
        and
        as a condition thereto, which amount shall be not less than $73,000,000,
        as
        verified by the Administrative Agent pursuant to Schedule
        4-Part A.
        For
        these purposes the amount of unreimbursed equity contributed by Borrower
        with
        respect to the cost of the Land shall be deemed to equal the Appraised Value
        thereof or $73,000,000, whichever is less.

       

      (120) “Insolvency
        Proceeding”
shall
        have the meaning assigned in Section
        16.3(3).

       

      (121) “Institutional
        Investor”
means
        one or more of the following:

       

      (a) a
        real
        estate investment trust, bank, saving and loan association, investment bank,
        insurance company, trust company, commercial credit corporation, pension
        

       


      
        
           

          
          

        

        
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      plan,
        pension fund or pension advisory firm, mutual fund, government entity or
        plan,
        provided that any such Person referred to in this clause (a)
        satisfies the Eligibility Requirements;

       

      (b) an
        investment company, money management firm or “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
        or
        an institutional “accredited investor” within the meaning of Regulation D under
        the Securities Act of 1933, as amended, provided that any such Person referred
        to in this clause (b)
        satisfies the Eligibility Requirements;

       

      (c) an
        institution substantially similar to any of the entities described in
clauses (c)
        or
(d)
        that
        satisfies the Eligibility Requirements;

       

      (d) any
        entity Controlling or Controlled by or under common Control with any of the
        entities described in clauses
        (a),
        (b)
        or
(c)
        above
        (for these purposes, “Control”
of
        one
        Person (the “controlled
        Person”)
        by
        another Person (the “controlling
        Person”)
        shall
        mean the possession, directly or indirectly, by the controlling Person of
        the
        power or ability to direct or cause the direction of the management or policies
        of the controlled Person, whether through the ability to exercise voting
        power,
        by contract or otherwise (“Controlled”
and
        “Controlling”
each
        have the meanings correlative thereto)); or

       

      (e) an
        investment fund, limited liability company, limited partnership or general
        partnership (a “Permitted
        Investment Fund”)
        where
        a Permitted Fund Manager or an entity that is otherwise an Institutional
        Investor described in clauses
        (a),
        (b), (c)
        or
(d)
        above
        investing through a fund with committed capital of at least $250,000,000.00
        acts
        as the general partner, managing member or fund manager and at least fifty
        percent (50%) of the equity interests in such Permitted Investment Fund are
        owned, directly or indirectly, by one or more of the following: an Institutional
        Investor or an institutional “accredited investor”, within the meaning of
        Regulation D promulgated under the Securities Act of 1933, as amended, and/or
        a
“qualified institutional buyer” or both within the meaning of Rule 144A
        promulgated under the Securities Exchange Act of 1934, as amended
        (provided each
        institutional “accredited investor” or “qualified institutional buyer” meets the
        Eligibility Requirements). 

       

      (122) “Insurance
        Proceeds Deficiency”
has
        the
        meaning assigned in Section 3.4(5).

       

      (123) “Interest
        Period”
means,
        with respect to any LIBOR-based Loan, each period commencing on the date
        such
        LIBOR-based Loan is made or Converted from a Base Rate Loan or (in the event
        of
        a Continuation) the last day of the immediately preceding Interest Period
        for
        such Loan and ending on the numerically corresponding day in the first, second,
        third or sixth calendar month thereafter, as Borrower may select as provided
        in
Section 2.8(5);
        provided that (i) each Interest Period that commences on the last Business
        Day of a calendar month (or on any day for which there is no numerically
        corresponding day in the appropriate subsequent calendar month) shall end
        on the
        last Business Day of the appropriate subsequent calendar month; (ii) each
        Interest Period that would otherwise end on a day that is not a Business
        Day
        shall end on the next succeeding Business Day (or, if such next succeeding
        Business Day falls in the next succeeding calendar month, on the immediately
        preceding Business Day); (iii) no Interest Period shall have a duration of
        less than one month and, if the Interest Period for any LIBOR-based Loan
        would
        otherwise be a shorter period, such Loan shall bear interest at the Base
        Rate
        plus the 

       


      
        
           

          
          

        

        
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      Applicable
        Margin for Base Rate Loans; (iv) in no event shall any Interest Period
        extend beyond the Maturity Date; and (v) there may be no more than four (4)
        separate Interest Periods in respect of LIBOR-based Loans outstanding from
        each
        Lender at any one time. 

       

      (124) “Interest
        Rate Hedge Period”
has
        the
        meaning assigned in Section 9.15.

       

      (125) “Interest
        Reserve”
has
        the
        meaning assigned in Section 4.3.

       

      (126) “Land”
has
        the
        meaning assigned in the Recitals.

       

      (127) “Landlord’s
        Work”
means
        (a) any Base Building Improvements (as defined in the New Century Lease)
        and (b) any Base Building Improvements (as defined in the Gibson Dunn
        Lease). 

       

      (128) “Lease”
shall
        mean all leases and other agreements or arrangements with or assumed by Borrower
        as landlord for the use or occupancy of all or any portion of the Project,
        including any signage thereat, now in effect or hereafter entered into
        (including lettings, subleases, licenses, concessions, tenancies and other
        occupancy agreements with or assumed by Borrower as landlord covering or
        encumbering all or any portion of the Project), together with any guarantees,
        modifications, amendments or supplements of the same, and all additional
        remainders, reversions and other rights and estates appurtenant
        thereto.

       

      (129) “Lease
        Milestone”
means
        any time limit set forth in the New Century Lease, the Gibson Dunn Lease
        or any
        Major Lease with respect to delivery of any portion of such tenant’s space or
        the construction milestones for completing various phases of the Construction
        Work which, in either case, if such time limit is not satisfied, (a) would
        permit such tenant to terminate its Lease with respect to all or any of its
        space covered thereunder or (b) would entitle such tenant to financial
        compensation; the Lease Milestones described in clause
        (b)
        of this
        definition shall be applicable hereunder only for purposes of reporting Lease
        Milestones in accordance with Section
        8.1(1).

       

      (130) “Leasing
        Guidelines”
means
        the Leasing Guidelines described in Schedule 1.1(130)
        attached
        hereto.

       

      (131) “Libor
        Rate”
means,
        for any Interest Period for any LIBOR-based Loan, the rate per annum appearing
        on Page 3750 of the Dow Jones Markets (Telerate) Service (or on any
        successor or substitute page of such Service, or any successor to or substitute
        for such Service, providing rate quotations comparable to those currently
        provided on such page of such Service, as determined by the Administrative
        Agent
        from time to time for purposes of providing quotations of interest rates
        applicable to Dollar deposits in the London interbank market) at approximately
        11:00 a.m. London time on the date two (2) Business Days prior to the
        first day of such Interest Period as the rate for the offering of Dollar
        deposits having a term comparable to such Interest Period, provided that
        if such
        rate does not appear on such page, or if such page shall cease to be publicly
        available, or if the information contained on such page, in the reasonable
        judgment of the Administrative Agent shall cease accurately to reflect the
        rate
        offered by leading banks in the London interbank market as reported by any
        publicly available source of similar market data selected by the Administrative
        Agent, the Libor Rate for such Interest Period shall 

       


      
        
           

          
          

        

        
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      be
        determined from such substitute financial reporting service as the
        Administrative Agent in its discretion shall determine.

       

      (132) “LIBOR-based
        Loans”
means
        Loans that bear interest at rates based on rates referred to in the definition
        of “Libor Rate.”

       

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

       

      (134) “Lien
        Law”
means
        California’s mechanics’ lien law, Section 3082 et. seq. of the California Civil
        Code, as amended from time to time, including the provisions of Sections
        3156
        through 3176.5 thereof regarding stop notices.

       

      (135) “Loan
        Documents”
means:
        (a) this Agreement, (b) the Notes, (c) the Guarantor Documents,
        (d) the Security Documents, (e) each Consent and Agreement,
        (f) any letter of credit provided to the Administrative Agent in connection
        with the Loan (g) the Environmental Indemnity, (h) the Fee Letter,
        (i) such assignments of management agreements, contracts and other rights
        as may be required by the Administrative Agent, (j) all other documents
        evidencing, securing, governing or otherwise pertaining to the Loans, and
        (k) all amendments, modifications, renewals, substitutions and replacements
        of any of the foregoing.

       

      (136) “Loans”
means
        the loans to be made by the Lenders to Borrower under this Agreement and
        all
        other amounts evidenced or secured by the Loan Documents.

       

      (137) “Loan
        Transactions”
has
        the
        meaning assigned in Section 2.8(4).

       

      (138) Reserved.
        

       

      (139) “Low
        DSCR Release Event”
means,
        at any time after the occurrence of a Low DSCR Trigger Event, that the Debt
        Service Coverage Ratio based on the outstanding principal amount of the Loans
        shall be at or above 1.30:1.00 for a period of at least two (2) consecutive
        calendar quarters. 

       

      (140) “Low
        DSCR Trigger Event”
means,
        at any time after the first day of the Second Extension Period, that the
        Debt
        Service Coverage Ratio based on the outstanding principal amount of the Loans
        for the most recently ending trailing twelve (12) month period is less than
        1.25:1.00. 

       

      (141) “Low
        DSCR Trigger Period”
means
        the period of time after a Low DSCR Trigger Event until the occurrence of
        a Low
        DSCR Release Event.

       

       


      
        
           

          
          

        

        
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      (142) “Major
        Lease”
shall
        mean one or more Leases to the same tenant or its Affiliates which either
        (a)
        provide for base rental payments on account of office premises thereunder,
        during the initial term of such Lease(s), which would produce 6% or more
        of the
        aggregate gross potential base rental payments projected for office premises
        in
        the Project (in accordance with the pro forma projections delivered to the
        Administrative Agent prior to the Closing Date) over the period that corresponds
        to the initial term of such Lease(s); or (b) cover premises in excess of
        30,700
        rentable square feet; or (c) cover premises in excess of one full floor of
        rentable square footage within the 3161 Michelson Building.

       

      (143) “Major
        Subcontract”
means,
        with respect to the Base Building Work or Tenant Improvement Work, any
        subcontract, trade contract, material agreement or supply contract relating
        to
        the construction of the Improvements or a component thereof in the amount
        of
        $1,000,000 or more.

       

      (144) “Major
        Subcontractor”
means
        any subcontractor or trade contractor or supplier who is a party to a Major
        Subcontract.

       

      (145) “Majority
        Lenders”
means
        Lenders holding at least sixty-six and two thirds percent (662⁄3%) of the
        aggregate outstanding principal amount of the Loans or, if the Loans shall
        not
        have been made, at least sixty-six and two thirds percent (662⁄3%) of the
        Commitments; provided,
        however,
        if
        Eurohypo and or any of its Related Entities collectively hold at least sixty-six
        and two thirds percent (662⁄3%) of the Commitments or the outstanding principal
        amount of the Loans, as the case may be, the term “Majority Lenders” shall mean
        Eurohypo (on behalf of such Related Entities) and at least one other
        Lender.

       

      (146) “Management
        Agreement”
means
        that certain Project Management and Leasing Agreement dated as of the Closing
        Date between Manager and 3161 with respect to the management of the 3161
        Michelson Building by the Manager, together with any management agreements
        entered into with future Managers in accordance with the terms of this
        Agreement.

       

      (147) “Manager”
means
        Maguire Properties, L.P., a Maryland limited partnership, which is initially
        the
        manager of the Project under the Management Agreement, together with any
        successor property managers appointed for the Project in accordance with
        the
        terms of this Agreement.

       

      (148) “Master
        Lease”
means
        that certain Lease Agreement by and between PS2 and PS5 (collectively, as
        lessor) and Guarantor (as lessee) for the lease of the Parking Garages, dated
        as
        of the date hereof, approved by the Administrative Agent prior to the Closing
        Date.

       

      (149) “Material
        Adverse Effect”
means
        a
        material adverse effect, as unilaterally determined by the Administrative
        Agent,
        in its reasonable judgment and discretion, on (a) the Project or the
        business, operations, financial condition, prospects, liabilities or
        capitalization of Borrower, (b) the ability of Borrower to perform its
        obligations under any of the Loan Documents to which it is a party, including
        the timely payment of the principal of or interest on the Loans or other
        amounts
        payable in connection therewith, (c) the ability of the Guarantor or any
        Borrower Party to perform its obligations under any of the Loan Documents
        to
        which it is a party, (d) the validity or enforceability of any of the Loan
        Documents or (e) the 

       


      
        
           

          
          

        

        
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      rights
        and remedies of the Lenders and the Administrative Agent under any of the
        Loan
        Documents.

       

      (150) “Material
        Agreement”
means,
        collectively, the REA, the FAA Approval, the Master Lease and the Development
        Agreement.

       

      (151) “Maturity
        Date”
means
        the earlier of (a) September 28, 2008, as such date may extended by the
        First Extension Period, Second Extension Period, or Third Extension Period
        or
        (b) any earlier date on which all of the Loans are required to be paid in
        full, by acceleration or otherwise, under this Agreement or any of the other
        Loan Documents.

       

      (152) “Minimum
        Equity Guaranty”
means
        that certain Minimum Equity Guaranty dated as of Closing Date, executed by
        the
        Guarantor to the Administrative Agent (on behalf of the Lenders) on the Closing
        Date, as the same may be modified, amended and/or supplemented and in
        effect.

       

      (153) “Minor
        Subcontract”
means,
        with respect to the Construction Work, any subcontract, trade contract, material
        agreement or supply contract relating to the construction of the Improvements
        or
        a component thereof that is not a Major Subcontract.

       

      (154) “Mortgage”
means
        the Deed of Trust, Assignment of Leases and Rents, Security Agreement and
        Fixture Filing, executed by Borrower in favor of the Administrative Agent
        (on
        behalf of the Lenders), covering the Project and any amendments, modifications,
        renewals, substitutions, consolidations, severances and replacements
        thereof.

       

      (155) “Net
        Cash Flow”
means,
        for any period, the amount by which Operating Revenues exceed the sum of
        (a) Operating Expenses, (b) Calculated Debt Service, and (c) any
        actual payment into impounds, escrows, or reserves required by the
        Administrative Agent, except to the extent included within the definition
        of
        Operating Expenses.

       

      (156) “New
        Century Lease”
means
        that certain Park Place Office Lease, dated as of May 26, 2005, by and between
        3161 and New Century Financial Corporation, a Maryland corporation (as Tenant),
        as amended by that certain Amendment to Office Lease, dated as of November
        15,
        2005 and that certain Second Amendment to Lease, dated as of July 21, 2006,
        as
        the same may be modified, amended and/or supplemented and in effect from
        time to
        time.

       

      (157) “New
        Century Guaranty”
means
        that certain New Century Guaranty executed by the Guarantor to the
        Administrative Agent (on behalf of the Lenders) on the Closing Date, as the
        same
        may be modified, amended and/or supplemented and in effect from time to
        time.

       

      (158) “Non-Recourse
        Carveouts Guaranty”
means
        that certain Non-Recourse Carveouts Guaranty executed by the Guarantor to
        the
        Administrative Agent (on behalf of the Lenders) on the Closing Date, as the
        same
        may be modified, amended and/or supplemented and in effect from time to
        time.

       

      (159) “Notes”
means
        the promissory notes of even date herewith as provided for in Section 2.1(4)
        and all
        promissory notes delivered in substitution or exchange therefor, in each
        

       


      
        
           

          
          

        

        
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      case
        as
        the same may be consolidated, replaced, severed, modified, amended or extended
        from time to time.

       

      (160) “Occupancy”
or
        “Occupy”
or
        “Occupied”
means
        (a) with respect to any tenant which is not an Affiliate of any Borrower
        Party (other than third party tenants and licensees covered by clause (b)
        below),
        such tenant shall (i) be party to a bona fide arm’s length Lease with an initial
        lease term of not less than three years and meeting the standards of the
        Leasing
        Guidelines, (ii) have accepted (or been deemed to have accepted in
        accordance with the terms of its lease) the delivery of all of the space
        to be
        demised under the terms of its respective lease, including any Tenant
        Improvement Work to be performed by Borrower, subject in each case to Punch
        List
        Items, and (iii) have actually occupied such space, begun the operation of
        its business from such space and paying Rent thereunder, and (b) with
        respect to any third party tenant or licensee of the signage or third party
        antenna tenants or licensees at the Project, such licensee or tenant, as
        applicable, shall have accepted the delivery of all of its respective premises,
        including any Tenant Improvement Work to be performed by Borrower.

       

      (161) “Operating
        Expenses”
means
        all reasonable and necessary expenses of operating the Project in the ordinary
        course of business which are paid in cash by Borrower and which are directly
        associated with and fairly allocable to the Project for the applicable period,
        including, without limitation, ad valorem real estate taxes and assessments,
        insurance premiums, regularly scheduled tax and insurance impounds paid to
        the
        Administrative Agent, maintenance costs (including, without limitation, common
        area maintenance and related costs allocated to Borrower pursuant to the
        REA),
        management fees and costs (not to exceed three percent (3.0%) of Operating
        Revenues), accounting, legal, and other professional fees, fees relating
        to
        environmental and Net Cash Flow and net operating income audits, and other
        expenses incurred by the Administrative Agent and reimbursed by Borrower
        under
        this Agreement and the other Loan Documents, deposits to any capital reserves
        required by the Administrative Agent, wages, salaries, and personnel expenses,
        but excluding debt service, capital expenditures, any of the foregoing expenses
        which are paid from deposits to cash reserves previously included as Operating
        Expenses, any payment or expense for which Borrower was or is to be reimbursed
        from proceeds of the Loans or insurance or by any third party, and any non-cash
        charges such as depreciation and amortization. Any management fee or other
        expense payable to Borrower or to an Affiliate of Borrower shall be included
        as
        an Operating Expense only with the Administrative Agent’s prior approval.
        Operating Expenses shall not include federal, state or local income taxes
        or
        legal and other professional fees unrelated to the operation of the
        Project.

       

      (162) “Operating
        Revenues”
means
        all cash receipts of Borrower from operation of the Project or otherwise
        arising
        in respect of the Project after the date hereof which are properly allocable
        to
        the Project for the applicable period, including, without limitation, receipts
        from leases and parking agreements, concession fees and charges and other
        miscellaneous operating revenues, proceeds from rental or business interruption
        insurance, withdrawals from cash reserves (except to the extent any operating
        expenses paid therewith are excluded from Operating Expenses), but excluding
        (a) security deposits and earnest money deposits until they are forfeited
        by the depositor, (b) advance rentals until they are earned, (c) lease
        buy-out payments made by tenants in connection with any surrender, cancellation
        or termination of their lease, and (d) proceeds from a sale or other
        disposition.

       

      (163) “Other
        Borrower”
shall
        have the meaning assigned in Section
        16.1.

       

       


      
        
           

          
          

        

        
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      (164) “Other
        Borrower Obligation”
shall
        have the meaning assigned in Section
        16.1.

       

      (165) “Parking
        Garages”
has
        the
        meaning ascribed thereto in the definition of “Improvements.”

       

      (166) “Participant”
has
        the
        meaning assigned in Section 12.24(3).

       

      (167) “Patriot
        Act”
means
        the USA PATRIOT Act of 2001, Pub. L. No. 107 56.

       

      (168) “Payment
        Date”
means
        the first Business Day of each calendar month.

       

      (169) “Payor”
has
        the
        meaning assigned in Section 2.8(6).

       

      (170) “Permitted
        Encumbrances”
means
        with respect to the Project, those exceptions to title set forth in the Title
        Policy issued to the Administrative Agent pursuant to Schedule 4.

       

      (171) “Permitted
        Fund Manager”
means
        any Person that on the date of determination is a nationally-recognized manager
        of investment funds investing in debt or equity interests relating to commercial
        real estate, and in each case is (a) investing through a fund with
        committed capital of at least $250,000,000.00, and (b) not subject to an
        Insolvency Proceeding.

       

      (172) “Permitted
        Investment Fund”
has
        the
        meaning assigned in the definition of “Institutional Investor.”

       

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

       

      (174) “Plans
        and Specifications”
means
        the final plans and specifications for the construction of the Base Building
        Work delivered by Borrower to the Administrative Agent, prepared by Borrower’s
        Design Professionals and approved by the Administrative Agent, the Construction
        Consultant and, to the extent then required, by any applicable Governmental
        Authority and such other parties whose approval or consent may be required
        under
        any law, regulation, prior agreement, this Agreement and all modifications,
        amendments and/or supplements thereof made by Change Orders permitted pursuant
        to the terms of this Agreement. A list of the presently existing Plans and
        Specifications is attached hereto as Schedule 1.1(174).

       

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

       

      (176) “Prime
        Rate”
means
        the rate of interest from time to time announced by Eurohypo at its principal
        office as its prime commercial lending rate, it being understood that such
        prime
        commercial rate is a reference rate and does not necessarily represent the
        lowest or best rate being charged by Eurohypo to any customer.

       

       


      
        
           

          
          

        

        
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      (177) “Pro
        Forma Debt Service Coverage Ratio”
means,
        for the period of time for which calculation is being made, the ratio of
        Pro
        Forma Net Operating Income to Calculated Debt Service. The Pro Forma Debt
        Service Coverage Ratio shall be as determined by the Administrative Agent
        based
        upon the most recent reports required to have been submitted by Borrower
        pursuant to Section 8.1
        (or, if
        no such reports have been so submitted, such other information as the
        Administrative Agent shall determine in its sole and absolute discretion)
        and
        projected as provided above (including taking into account the termination
        of
        any applicable leases during such period), which determination shall be
        conclusive in the absence of manifest error.

       

      (178) “Pro
        Forma Net Operating Income”
means
        (a) the sum of (i) all rental revenue from the Project during the applicable
        period (with any applicable percentage rental income being based upon the
        most
        recently ended 12-month period, as allocated to the applicable period),
        determined in accordance with GAAP but without taking into account
        straight-lining of rents and extraordinary revenues (including, but not limited
        to, lease termination payments) plus
        (ii) pro
        forma net rental income from tenants who have executed leases, but have yet
        to
        commence paying rent, minus
        (b) the
        sum of all Operating Expenses during the applicable period, including, without
        duplication, (i) annualized insurance premiums allocable to the applicable
        period, (ii) annualized real estate taxes allocable to the applicable period,
        (iii) capital expenses at an imputed annual rate of $0.15 per rentable square
        foot allocable to the applicable period, (iv) management fees allocable to
        the applicable period (in the amount equal to the greater of (1) management
        fees
        actually paid, and (2) an imputed rate of three percent (3.00%) (except
        with respect to the parking management fee, an imputed rate of two and one-half
        percent (2.50%)) of
        annualized Operating Revenues), (v) rental from tenants in bankruptcy, (vi)
        rental from tenants in default for sixty (60) days or more under their Leases,
        (vii) rental from tenants with Leases expiring within twelve (12) months
        of the
        applicable test date, unless tenant has duly exercised an express option
        to
        renew set forth in its lease, and (viii) a deemed vacancy rate of five percent
        (5%). Pro Forma Net Operating Income shall
        in
        no event include extraordinary non-recurring expenses or any debt service
        payable with respect to the Loans.
        

       

      (179) “Prohibited
        Person”
shall
        mean any Person:

       

      (a) listed
        in
        the Annex to, or otherwise subject to the provisions of, the Executive Order
        No. 13224 on Terrorist Financing, effective September 24, 2001, and
        relating to Blocking Property and Prohibiting Transactions With Persons Who
        Commit, Threaten to Commit, or Support Terrorism (the “Executive
        Order”);

       

      (b) that
        is
        owned or controlled by, or acting for or on behalf of, any person or entity
        that
        is listed to the Annex to, or is otherwise subject to the provisions of,
        the
        Executive Order;

       

      (c) with
        whom
        any Lender is prohibited from dealing or otherwise engaging in any transaction
        by any terrorism or money laundering law, including the Executive
        Order;

       

      (d) who
        is
        known to Borrower to commit, threaten or conspire to commit or support
“terrorism”, as defined in the Executive Order;

       

       


      
        
           

          
          

        

        
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      (e) that
        is
        named as a “specially designated national and blocked person” on the most
        current list published by the U.S. Treasury Department Office of Foreign
        Assets
        Control at its official website, http://www.treas.gov.ofac/t11sdn.pdf
        or at
        any replacement website or other replacement official publication of such
        list;
        or

       

      (f) who
        is
        known to Borrower to be an Affiliate of or affiliated with a Person listed
        above.

       

      (180) “Project”
means,
        collectively, (a) the Land, together with any air rights and other rights,
        privileges, easements, hereditaments and appurtenances thereunto relating
        or
        appertaining to the Land, (b) the Improvements, together with all fixtures
        and equipment required for the operation of the Improvements, (c) all
        building materials and personal property related to the foregoing and
        (d) all other items described in the granting clauses of the
        Mortgage.

       

      (181) “Project
        Amenities”
shall
        mean the facilities, amenities, improvements and rights required to be provided
        pursuant to Section 34 of the New Century Lease.

       

      (182) “Project
        Costs”
means,
        collectively, Hard Costs and Soft Costs.

       

      (183) “Project
        Documents”
means
        the documents set forth on Schedule 1.1(183)
        attached
        hereto, as the same may be modified, supplemented and/or amended and in effect
        from time to time as permitted under the Loan Documents.

       

      (184) “Proportionate
        Share”
means,
        with respect to each Lender, the percentage set forth opposite such Lender’s
        name on Schedule 1
        attached
        hereto or in the Assignment and Acceptance to which such Lender became a
        party
        hereto.

       

      (185) “Proposed
        Lender”
has
        the
        meaning assigned in Section 2.9(7).

       

      (186) “Punch
        List Items”
means
        minor construction items to be completed or constructed with respect to the
        Base
        Building Work or the Tenant Improvement Work which do not materially interfere
        either with the use of the Base Building Work or the acceptance and occupancy
        of
        the space leased to a tenant.

       

      (187) “Qualified
        Insurer”
has
        the
        meaning assigned in Section 3.1(2).

       

      (188) “Qualified
        Manager”
shall
        mean, (1) Maguire Properties, L.P., a Maryland limited partnership, or (2)
        any
        other manager who is, at the time such manager is appointed, a reputable
        and
        experienced management organization possessing experience (or having principals
        possessing experience) of not less than ten (10) years managing projects
        which are similar in size, scope, class, use and value to the Project and
        is (or
        has principals currently) managing at least five (5) properties similar in
        size,
        scope, class, use and value as the Project.

       

      (189) “REA”
means
        that certain Construction, Operation and Reciprocal Easement Agreement between
        Crow Winthrop Operating Partnership and Crow Winthrop Development Limited
        Partnership, recorded July 30, 1985 as Instrument No. 85-279768 in the Official
        Records of Orange County, California.

       

       


      
        
           

          
          

        

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

       

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

       

      (192) “Related
        Entity”
means,
        as to any Person, (a) any Affiliate of such Person; (b) any other
        Person into which, or with which, such Person is merged, consolidated or
        reorganized, or which is otherwise a successor to such Person by operation
        of
        law, or which acquires all or substantially all of the assets of such Person;
        (c) any other Person which is a successor to the business operations of
        such Person and engages in substantially the same activities; or (d) any
        Affiliate of the Persons described in clauses (b)
        and (c)
        of this
        definition.

       

      (193) “Rent”
means
        all rent (whether denoted as base rent, advance rent, minimum rent, percentage
        rent, additional rent or otherwise), issues, income, royalties, profits,
        revenues, proceeds, bonuses, deposits (whether denoted as security deposits
        or
        otherwise), termination fees, rejection damages, buy-out fees and any other
        fees
        made or to be made in lieu of rent to the Borrower, any award made hereafter
        to
        the Borrower in any court proceeding involving any tenant, lessee, licensee
        or
        concessionaire under any of the Leases in any bankruptcy, insolvency or
        reorganization proceedings in any state or federal court, and all other
        payments, rights and benefits of whatever nature from time to time due to
        the
        Borrower under the Leases (including any Leases with respect to signage),
        including (i) rights to payment earned under the Leases, (ii) any
        payments or rights to payment with respect to parking facilities or other
        facilities in any way contained within or associated with the Premises, and
        (iii) all other income, consideration, issues, accounts, profits or
        benefits of any nature arising from the possession, use and operation of
        the
        Premises.

       

      (194) “Repayment
        Guaranty”
means
        that certain Repayment Guaranty executed by the Guarantor to the Administrative
        Agent (on behalf of the Lenders) on the Closing Date, as the same may be
        modified or amended from time to time.

       

      (195) “Requesting
        Lender”
has
        the
        meaning assigned in Section 2.9(7).

       

      (196) “Required
        Payment”
has
        the
        meaning assigned in Section 2.8(6).

       

      (197) “Reserve
        Account Collateral”
has
        the
        meaning assigned in Section
        15.5(1).

       

      (198) “Reserve
        Funds”
shall
        mean, collectively, the Tax and Insurance Reserve Fund, the Excess Cash Reserve
        Fund, and the Capital Improvements Reserve Fund.

       

       


      
        
           

          
          

        

        
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      (199) “Reserve
        Requirement”
means,
        for any Interest Period for any LIBOR-based Loan, the average maximum rate
        at
        which reserves (including, without limitation, any marginal, supplemental
        or
        emergency reserves) are required to be maintained during such Interest Period
        under Regulation D by member banks of the Federal Reserve System in
        New York City with deposits exceeding $1,000,000,000 against “Eurocurrency
        liabilities” (as such term is used in Regulation D). Without limiting the
        effect of the foregoing, the Reserve Requirement shall include any other
        reserves required to be maintained by such member banks by reason of any
        Regulatory Change with respect to (i) any category of liabilities that
        includes deposits by reference to which the Libor Rate for any Interest Period
        for any LIBOR-based Loans is to be determined as provided in the definition
        of
“Libor Rate” or (ii) any category of extensions of credit or other assets
        that includes LIBOR-based Loans.

       

      (200) “Restoration
        Consultant”
has
        the
        meaning assigned in Section 3.4(2).

       

      (201) “Restoration
        Retainage”
has
        the
        meaning assigned in Section 3.4(3).

       

      (202) “Retainage”
has
        the
        meaning assigned in Section 4.7(1).

       

      (203) “S&P”
means
        Standard & Poor’s Ratings Group, a division of The McGraw Hill
        Companies, Inc.

       

      (204) “Second
        Extension Notice”
has
        the
        meaning assigned in Section
        2.5(2)(a).

       

      (205) “Second
        Extension Period”
has
        the
        meaning assigned in Section
        2.5(2).
        

       

      (206) “Security
        Accounts”
means,
        collectively, each Controlled Account, the Tax and Insurance Reserve Account,
        the Sweep Account, and the Capital Improvements Reserve Account.

       

      (207) “Security
        Documents”
means
        collectively, the Mortgage, the Assignment of Leases and Rents, the Hedge
        Agreement Pledge, the Cash Management Agreement, any Controlled Account
        Agreement and all Uniform Commercial Code financing statements required by
        this
        Agreement, the Mortgage, the Assignment of Leases and Rents, the Hedge Agreement
        Pledge or the Cash Management Agreement to be filed with respect to the
        applicable security interests.

       

      (208) “Single
        Purpose Entity”
shall
        mean a corporation, limited partnership or limited liability company which
        at
        all times on and after the date hereof, unless otherwise approved in writing
        by
        the Administrative Agent:

       

      (a) is
        organized solely for the purpose of one of the following: acquiring, developing,
        owning, holding, selling, leasing, transferring, exchanging, managing and
        operating the Project, entering into this Agreement, refinancing the Project
        in
        connection with a permitted repayment of the Loans, and transacting any and
        all
        lawful business that is incident, necessary and appropriate to accomplish
        the
        foregoing;

       

       


      
        
           

          
          

        

        
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      (b) is
        not
        engaged and will not engage in any business unrelated to the acquisition,
        development, ownership, management or operation of the Project;

       

      (c) does
        not
        have and will not have any assets other than those related to the
        Project;

       

      (d) has
        not
        engaged, sought or consented to and will not engage in, seek or consent to
        any
        dissolution, winding up, liquidation, consolidation, merger, sale of all
        or
        substantially all of its assets, transfer of partnership or membership interests
        in violation of this Agreement (if such entity is a general partner in a
        limited
        partnership or a member in a limited liability company), or any amendment
        of its
        articles of incorporation, by-laws, limited partnership certificate, limited
        partnership agreement, articles of organization, certificate of formation
        or
        operating agreement (as applicable) with respect to the matters set forth
        in
        this definition without the prior written consent of the Administrative
        Agent;

       

      (e) in
        the
        case of Borrower, has at least one (1) Independent Manager and will have,
        as its
        only managing member, Borrower’s Managing Member, which shall be a limited
        partnership which has as its sole general partner Borrower’s Managing Member’s
        General Partner;

       

      (f) if
        Borrower is (i) a limited liability company, has articles of organization,
        a certificate of formation and/or an operating agreement, as applicable,
        (ii) a limited partnership, has a certificate of limited partnership and
        limited partnership agreement, or (iii) a corporation, has a certificate of
        incorporation or articles of incorporation, that in each case provide that
        such
        entity shall not, without the unanimous written consent of all of its partners
        or members (and in the case of Borrower, its Independent Manager(s)):
        (A) dissolve, merge, liquidate or consolidate itself or any Person in which
        it has a direct or indirect legal or beneficial ownership interest;
        (B) sell all or substantially all of its assets or the assets of any other
        Person in which it has a direct or indirect legal or beneficial ownership
        interest; (C) engage in any other business activity or permit any Person in
        which it has a direct or indirect legal or beneficial ownership interest
        to
        engage in any other business activity, in each case except as permitted pursuant
        to the Loan Documents, (D) file a bankruptcy or insolvency petition or
        otherwise institute insolvency proceedings with respect to itself or to any
        other Person in which it has a direct or indirect legal or beneficial ownership
        interest, or (E) amend its organizational documents with respect to the
        matters set forth in this definition without the consent of the Administrative
        Agent;

       

      (g) is
        and
        will remain solvent and pay its debts and liabilities (including, as applicable,
        shared personnel and overhead expenses) from its assets as the same shall
        become
        due, and is maintaining and 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;

       

      (h) has
        not
        failed and will not fail to correct any known misunderstanding regarding
        the
        separate identity of such entity;

       

       


      
        
           

          
          

        

        
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      (i) has
        maintained and will maintain its accounts, books and records separate from
        any
        other Person and will file its own tax returns, except to the extent that
        it is
        required to file consolidated tax returns by law;

       

      (j) has
        not
        commingled and will not commingle its funds or assets with those of any other
        Person;

       

      (k) has
        held
        and will hold its assets in its own name;

       

      (l) has
        maintained and will maintain financial statements that properly and accurately
        show its separate assets and liabilities and do not show the assets or
        liabilities of any other Person, and has not permitted and will not permit
        its
        assets to be listed as assets on the financial statement of any other entity;
        provided, however that Borrower’s financial position, assets, results of
        operations and cash flows may be included in a consolidated financial statement
        of Borrower’s Managing Member’s General Partner, all in accordance with GAAP, so
        long as such consolidated financial statements contain a note indicating
        that
        Borrower, Borrower’s Managing Member and Borrower’s Managing Member’s General
        Partner are separate entities;

       

      (m) has
        paid
        and will pay its own liabilities and expenses, including, but not limited
        to,
        the salaries of its own employees (if any), out of its own funds and assets,
        and
        has maintained and will maintain a sufficient number of employees in light
        of
        its contemplated business operations;

       

      (n) has
        observed and will observe all corporate, partnership or limited liability
        company formalities, as applicable;

       

      (o) has
        not
        incurred and will not incur any Debt other than with respect to Borrower,
        (a)
        the Loans and (b) from and after the Completion Date, trade and operational
        debt
        which is (i) incurred in the ordinary course of business, (ii) not
        more than sixty (60) days past due the date of invoice, (iii) with
        trade creditors, (iv) with respect to 3161, PS2 and PS5, collectively, in
        an aggregate amount (exclusive of capital leases) less than $1,000,000, and
        for
        debt under capital leases, in an aggregate amount less than $5,000,000 per
        annum, (v) not evidenced by a note, and (vi) paid when due. No Debt
        other than the Loans may be secured (subordinate or pari passu)
        by the
        Project;

       

      (p) has
        not
        and will not assume or guarantee or become obligated for the debts of any
        other
        Person or hold out its credit as being available to satisfy the obligations
        of
        any other Person except as permitted pursuant to this Agreement;

       

      (q) has
        not
        and will not acquire obligations or securities of its members or shareholders
        or
        any other affiliate;

       

      (r) has
        allocated and will allocate fairly and reasonably any overhead expenses that
        are
        shared with an affiliate, including, but not limited to, paying for shared
        office space and services performed by any officer or employee of an
        affiliate;

       

      (s) maintains
        and uses and will maintain and use separate invoices and checks bearing its
        name. The stationary, invoices, and checks utilized by the Single Purpose
        

       


      
        
           

          
          

        

        
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      Entity
        or
        utilized to collect its funds or pay its expenses shall bear its own name
        and
        shall not bear the name of any other entity unless such entity is clearly
        designated as being the Single Purpose Entity’s agent;

       

      (t) except
        in
        connection with the Loans, has not pledged and will not pledge its assets
        for
        the benefit of any other Person;

       

      (u) has
        conducted business, held itself out and identified itself and will conduct
        business, hold itself out and identify itself as a separate and distinct
        entity
        under its own name or in a name franchised or licensed to it by a Person
        other
        than an affiliate of Borrower and not as a division or part of any other
        Person;

       

      (v) has
        maintained 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 other Person;

       

      (w) has
        not
        made and will not make loans to any Person or hold evidence of indebtedness
        issued by any other Person (other than cash and securities issued by an entity
        that is not an affiliate or subject to common ownership with such
        entity);

       

      (x) has
        not
        identified and will not identify its partners, members or shareholders, or
        any
        affiliate of any of them, as a division or part of it, and has not identified
        itself and shall not identify itself as a division of any other
        Person;

       

      (y) except
        for the Management Agreement, REA and Master Lease, has not entered into
        or been
        a party to, and will not enter into or be a party to, any transaction with
        its
        partners, members, shareholders or affiliates except in the ordinary course
        of
        its business and on terms which are intrinsically fair, commercially reasonable
        and are no less favorable to it than would be obtained in a comparable
        arm’s-length transaction with an unrelated third party;

       

      (z) has
        not
        and will not have any obligation to indemnify its partners, officers, directors
        or members, as the case may be, unless such obligation is fully subordinated
        to
        the Indebtedness and will not constitute a claim against it in the event
        that,
        after payment of the Indebtedness, cash flow is insufficient to pay such
        obligation;

       

      (aa) if
        such
        entity is a corporation, it is required to consider the interests of its
        creditors in connection with all corporate actions;

       

      (bb) except
        in
        connection with the Loans, will not have any of its obligations guaranteed
        by
        any affiliate.

       

      (209) “Site
        Assessment”
means
        an environmental engineering report for the Project prepared by an engineer
        engaged by the Administrative Agent at Borrower’s expense, and in a manner
        satisfactory to the Administrative Agent, based upon an investigation relating
        to and making appropriate inquiries concerning the existence of Hazardous
        Materials on or about the Project, and the past or present discharge, disposal,
        release or escape of any such substances, all consistent with good customary
        and
        commercial practice.

       

       


      
        
           

          
          

        

        
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      (210) “Soft
        Costs”
means
        interest payable on the principal amount of the Loans and all other costs
        in the
        Budget which constitute Project Costs, excluding Hard Costs, which relate
        to the
        construction of the Improvements and the operation of the Project during
        the
        term of this Agreement.

       

      (211) “Special
        Advance Lender”
has
        the
        meaning assigned in Section 14.12(1).

       

      (212) “Sponsor”
means
        Maguire Properties, L.P., a Maryland limited partnership.

       

      (213) “State”
means
        the State of California.

       

      (214) “Subguard
        Policy”
means
        a
        form of contractor default insurance which provides coverage for the cost
        of
        completing the work of a subcontractor of, or supplier to, General Contractor
        in
        the event that such subcontractor or supplier should fail to complete their
        obligations to General Contractor, or in the event their work performed,
        or
        materials supplied, should prove to be non-conforming or defective. Any such
        policy shall (a) contain limits of coverage that exceed the largest subcontract
        or material contract for one loss and in the aggregate, (b) contain a deductible
        not greater than $250,000, (c) contain no co-pay requirements, (d) by its
        express terms not be subject to material change (other than to increase the
        coverage provided thereby) or cancellation without at least thirty (30) days’
written notice to the Administrative Agent, (e) be endorsed to Administrative
        Agent substantially in the form attached as Exhibit
        H
        and (f)
        otherwise be issued in form and substance satisfactory to the Administrative
        Agent.

       

      (215) “Subordination
        of Management Agreement”
means
        that certain Manager’s Consent and Subordination of Management Agreement, dated
        the date hereof, by the Manager in favor of the Administrative Agent (on
        behalf
        of the Lenders), as the same may be modified, amended and/or supplemented
        and in
        effect from time to time.

       

      (216) “Subordination,
        Non-Disturbance and Attornment Agreement”
means
        a
        subordination, non-disturbance and attornment agreement in form and substance
        acceptable to the Administrative Agent, to be completed, executed, dated
        and
        delivered by the applicable tenant to the Administrative Agent (on behalf
        of the
        Lenders) and Borrower pursuant to the terms of this Agreement.

       

      (217) “Survey”
means
        that certain survey delivered to the Administrative Agent pursuant to
Schedule 4
        - Part A,
        paragraph 12 as the same may be modified, amended and/or supplemented from
        time
        to time.

       

      (218) “Sweep
        Account”
has
        the
        meaning assigned in Section
        15.3(1).
        

       

      (219) “Syndication”
has
        the
        meaning assigned in Section 12.27.

       

      (220) “Tax
        and Insurance Reserve Account”
has
        the
        meaning assigned in Section
        15.2(1).
        

       

       


      
        
           

          
          

        

        
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      (221) “Tax
        and Insurance Reserve Fund”
has
        the
        meaning assigned in Section 15.2(1)

       

      (222) “Taxes”
has
        the
        meaning assigned in Section 9.2.

       

      (223) “Tenant
        Allowance Plans”
means,
        as to each tenant under a lease which is receiving any Tenant Improvement
        Allowance, the plans received by Borrower pursuant to the applicable Approved
        Lease and approved by Borrower and Borrower’s Architect covering tenant work
        under Tenant Improvement Allowances, to be certified by Borrower to the
        Administrative Agent and the Lenders as approved by the applicable tenant,
        Borrower, all required Governmental Authorities, and within the Budget and
        as
        approved by the Administrative Agent.

       

      (224) “Tenant
        Estoppel”
means
        an estoppel in form and substance reasonably acceptable to the Administrative
        Agent, to be completed, executed, dated and delivered by the applicable tenant
        to the Administrative Agent (on behalf of the Lenders) and Borrower pursuant
        to
        the terms of this Agreement.

       

      (225) “Tenant
        Improvement Allowances”
means
        those certain tenant improvement allowances which Borrower is obligated to
        make
        under Approved Leases or, in the case of a lease that does not require the
        Administrative Agent’s consent, the Leasing Guidelines, for tenant improvement
        work to be performed by the respective tenants thereunder for which the
        Administrative Agent may hereafter approve Loans hereunder.

       

      (226) “Tenant
        Improvement Plans”
means,
        as to each tenant under a lease, the plans prepared by the engineers and/or
        architects for such tenant of the Project under an Approved Lease and approved
        by Borrower and Borrower’s Architect covering Tenant Improvement Work, to be
        certified by Borrower to the Administrative Agent and the Lenders as approved
        by
        the applicable tenant, Borrower, all required Governmental Authorities, and
        within the Budget and as approved by the Administrative Agent.

       

      (227) “Tenant
        Improvement Work”
means
        work to be performed and paid by Borrower, if any, pursuant to Approved Leases
        executed in accordance with the provisions of this Agreement. 

       

      (228) “Third
        Extension Notice”
has
        the
        meaning assigned in Section
        2.5(3)(a).

       

      (229) “Third
        Extension Period”
has
        the
        meaning assigned in Section
        2.5(3).
        

       

      (230) “Third-Party
        Counterparty”
has
        the
        meaning assigned in Section 9.15(3).

       

      (231) “Third-Party
        Hedge Agreement”
has
        the
        meaning assigned in Section 9.15(3).

       

      (232) “Threshold
        Amount”
means
        $3,000,000.

       

      (233) “Title
        Insurer”
means
        Chicago Title Insurance Company.

       

       


      
        
           

          
          

        

        
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      (234) “Title
        Policy”
has
        the
        meaning assigned in Schedule 4
        - Part A,
        paragraph 11.

       

      (235) “Total
        Required Equity Contribution”
means
        the sum at any time of the Initial Equity Contribution and the Delayed Equity
        Contribution. That amount shall equal $77,137,000.

       

      (236) “Type”
has
        the
        meaning assigned in Section 2.1.

       

      (237) “Unavoidable
        Delay”
means
        any delay due to strikes, acts of God, fire, earthquake, floods, explosion,
        actions of the elements, other accidents or casualty, declared or undeclared
        war, riots, mob violence, inability to procure or a general shortage of labor,
        equipment, facilities, energy, materials or supplies in the open market,
        failure
        of transportation, lockouts, tenant delays, actions of labor unions,
        condemnation, court orders, laws, rules, regulations or orders of Governmental
        Authorities, or other cause beyond the reasonable control of Borrower;
provided
        that, in
        each of the foregoing cases, (a) such cause is not within the control of
        Borrower, (b) Borrower gives notice of such delay to the Administrative
        Agent within ten (10) days of occurrence of the event resulting in such
        delay and, after the initial notification, promptly after request of the
        Administrative Agent or the Construction Consultant, notifies the Administrative
        Agent and the Construction Consultant of the status of such delay,
        (c) after giving effect to the consequences of each such delay, the Loans
        shall remain In Balance and the Budget Line Item for interest shall remain
        sufficient at all times despite such delay, (d) such delay is permitted
        under each of the Leases and will not give rise to any tenant termination
        or
        cancellation rights thereunder, or Borrower obtains an extension from each
        tenant equal to such delay so that each of the Leases is at all times in
        full
        force and effect and there remains sufficient time to complete all Tenant
        Improvement Work, (e) Borrower shall use all commercially reasonable
        efforts to mitigate the delay caused by such event of Unavoidable Delay and
        (f) the Administrative Agent acknowledges that such delay is due to one of
        the foregoing causes, which acknowledgment shall not be unreasonably withheld
        or
        delayed. For the purposes hereof, Unavoidable Delays shall not include delays
        caused by Borrower’s lack of or inability to procure monies to fulfill
        Borrower’s commitments and obligations under this Agreement or the other Loan
        Documents.

       

      (238) “Unpaid
        Amount”
has
        the
        meaning assigned in Section 14.12(2).

       

      (239) “Unsatisfactory
        Work”
means
        any Construction Work which the Administrative Agent and/or the Construction
        Consultant has reasonably determined has not been completed in a good and
        workmanlike manner, and, to the extent any Construction Work is not specifically
        addressed in the construction drawings and specifications, in a manner
        consistent with sound design principles and/or sound construction practices,
        or
        in substantial conformity with the Plans and Specifications, or in accordance
        with all Applicable Law.

       

      Section 1.2 Types
        of Loans.
        Loans
        hereunder are distinguished by “Type.” The “Type”
of
        a
        Loan refers to whether such Loan is a Base Rate Loan or a LIBOR-based Loan,
        each
        of which constitutes a Type.

       

       


      
        
           

          
          

        

        
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      Article 2 

       

      


       

      Loan
        Terms

       

      Section 2.1 The
        Commitments, Loans and Notes.

       

      (1) Loans.
        Each
        Lender severally agrees, on the terms and conditions of this Agreement, to
        make
        loans (each advance of such a loan being a “Loan”
and
        collectively, the “Loans”)
        on a
        non-revolving basis to Borrower in Dollars from time to time in amounts equal
        to
        its Proportionate Share of the aggregate amount of Loans to be made of such
        time; provided,
        however,
        that in
        no event shall the aggregate principal amount advanced by each Lender exceed
        the
        amount of the Commitment of such Lender. The Loans shall be funded and repaid
        in
        accordance with this Agreement.

       

      (2) Requests
        for Loan Advances.
        With
        respect to each Loan, Borrower shall give the Administrative Agent (and the
        Construction Consultant) a Request for Loan Advance as provided in Section 4.2.
        The
        Administrative Agent shall give each Lender notice of any such Request for
        Loan
        Advance in accordance with Section 2.8(5).
        Not
        later than 12:00 noon New York time on the date specified for each
        Loan, each Lender shall make available for the account of its Applicable
        Lending
        Office to the Administrative Agent as specified by the Administrative Agent,
        in
        immediately available funds, such Lender’s Proportionate Share of each Loan to
        be made pursuant hereto. After the Administrative Agent’s receipt of such funds
        and upon fulfillment of the applicable conditions set forth in Article 4
        and
Schedule 4,
        the
        Administrative Agent shall make such funds available to Borrower by depositing
        the same, in immediately available funds, in an account designated by Borrower
        by the end of business on the applicable advance date, to be applied in
        accordance with the terms of this Agreement.

       

      (3) Changes
        of Commitments.

       

      (a) The
        respective Commitments shall reduce pro rata automatically by reason of any
        prepayment of the Loans applicable thereto in the amount of any such
        prepayment.

       

      (b) If
        the
        Maturity Date is extended in accordance with Section 2.5,
        all of
        the unused Commitments then remaining at the commencement of the extended
        loan
        period shall be automatically terminated.

       

      (c) The
        Commitments, once terminated or reduced, may not be reinstated. Each termination
        or reduction of the Commitments shall be made ratably among the Lenders in
        accordance with their respective Commitments.

       

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

       

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

       


      
        
           

          
          

        

        
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      that
        no
        such failure by any Lender of its obligation to make a Loan shall be deemed
        to
        result in a default under this Agreement as a result of the Loans not being
        In
        Balance for a period of sixty (60) days following such failure.

       

      (6) Notes.

       

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

       

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

       

      (c) Substitution,
        Exchange and Subdivision of Notes.
        No
        Lender shall be entitled to have its Notes substituted or exchanged for any
        reason, or subdivided for promissory notes of lesser denominations, except
        in
        connection with a permitted assignment of all or any portion of such Lender’s
        Commitment, Loans and Note pursuant to Section 12.9
        and
Section 12.24
        (and, if
        requested by any Lender, Borrower agrees to so substitute or exchange any
        Notes
        and enter into note splitter agreements in connection therewith).

       

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

       

      (e) Funding
        of Loans.
        Each
        Lender shall make each Loan to be made by it hereunder on the proposed date
        thereof by wire transfer of immediately available funds by 12:00 noon,
        New York City time, to the account of the Administrative Agent most
        recently designated by it for such purpose by notice to the Lenders. The
        Administrative Agent will promptly make such Loans available to Borrower
        by wire
        transfer of immediately available funds to an account in the United States
        designated by the applicable Borrower in the applicable Request for Loan
        Advance.

       

      Section 2.2 Conversions
        or Continuations of Loans.

       

      (1) Subject
        to Section 2.8(4),
        Section 2.9(2)
        and
Section 2.9(3),
        Borrower shall have the right to Convert Loans of one Type into Loans of
        another
        Type or Continue Loans of one Type as Loans of the same Type, at any time
        or
        from time to time; provided that: (a) Borrower shall give the
        Administrative Agent notice of each such Conversion or 

       


      
        
           

          
          

        

        
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      Continuation
        as provided in Section 2.8(5);
        (b) LIBOR-based Loans may be Converted only on the last day of an Interest
        Period for such Loans unless Borrower complies with the terms of Section 2.9(5)
        and
        (c) subject to Section 2.9(1)
        and
Section 2.9(3),
        any
        Conversion or Continuation of Loans shall be pro rata among the Lenders.
        Notwithstanding the foregoing, and without limiting the rights and remedies
        of
        the Administrative Agent and the Lenders under Article 11,
        in the
        event that any Event of Default exists, the Administrative Agent may (and
        at the
        request of the Majority Lenders shall) suspend the right of Borrower to Convert
        any Loan into a LIBOR-based Loan, or to Continue any Loan as a LIBOR-based
        Loan
        for so long as such Event of Default exists, in which event all Loans shall
        be
        Converted (on the last day(s) of the respective Interest Periods therefor)
        or
        Continued, as the case may be, as Base Rate Loans. In connection with any
        such
        Conversion, a Lender may (at its sole and absolute discretion) transfer a
        Loan
        from one Applicable Lending Office to another.

       

      (2) Notwithstanding
        anything to the contrary contained in this Agreement, at any time that a
        Hedge
        Agreement is in effect, Borrower shall have the right to choose only an Interest
        Period which is the same as the Interest Rate Hedge Period.

       

      Section 2.3 Interest
        Rate; Late Charge.

       

      (1) Borrower
        hereby promises to pay to the Administrative Agent for account of each Lender
        interest on the unpaid principal amount of each Loan (which may be Base Rate
        Loans and/or LIBOR-based Loans) made by such Lender for the period from and
        including the date of such Loan to but excluding the date such Loan shall
        be
        paid in full, at the following rates per annum:

       

      (a) during
        such periods as such Loan is an Base Rate Loan, the Base Rate plus
        the
        Applicable Margin; and

       

      (b) during
        such periods as such Loan is a LIBOR-based Loan, for each Interest Period
        relating thereto, the Adjusted Libor Rate for such Loan for such Interest
        Period
plus
        the
        Applicable Margin.

       

      (2) Accrued
        interest on each Loan shall be payable (i) monthly in arrears on each
        Payment Date and (ii) in the case of any Loan, upon the payment or
        prepayment thereof or the Conversion of such Loan to a Loan of another Type
        (but
        only on the principal amount so paid, prepaid or Converted), except that
        interest payable at the Default Rate shall be payable from time to time on
        demand.

       

      (3) Notwithstanding
        anything to the contrary contained herein, after the Maturity Date and during
        any period when an Event of Default exists, Borrower shall pay to the
        Administrative Agent for the account of each Lender interest at the applicable
        Default Rate on the outstanding principal amount of any Loan made by such
        Lender, any interest payments (except a late payment of any Additional Interest
        which shall be governed by the terms of the Hedge Agreement) thereon not
        paid
        when due and on any other amount payable by Borrower hereunder, under the
        Notes
        and any other Loan Documents.

       

      (4) Promptly
        after the determination of any interest rate provided for herein or any change
        therein, the Administrative Agent shall give notice thereof to the Lenders
        to
        which 

       


      
        
           

          
          

        

        
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      such
        interest is payable and to Borrower, but the failure of the Administrative
        Agent
        to provide such notice shall not affect Borrower’s obligation for the payment of
        interest on the Loans.

       

      (5) In
        addition to any sums due under this Section 2.3,
        Borrower shall pay to the Administrative Agent for the account of the Lenders
        a
        late payment premium in the amount of five percent (5%) of any payments of
        interest, principal or other sums under the Loans made more than five (5)
        days after the due date thereof (excluding payment of principal due on the
        Maturity Date or upon acceleration of the Notes), which late payment premium
        shall be due with any such late payment or upon demand by the Administrative
        Agent. Such late payment charge represents the reasonable estimate of Borrower
        and the Lenders of a fair average compensation for the loss that may be
        sustained by the Lenders due to the failure of Borrower to make timely payments.
        Such late charge shall be paid without prejudice to the right of the
        Administrative Agent and the Lenders to collect any other amounts provided
        herein or in the other Loan Documents to be paid or to exercise any other
        rights
        or remedies under the Loan Documents.

       

      (6) Borrower
        shall pay Additional Interest under the Notes in accordance with the terms
        of
        the Hedge Agreement.

       

      Section 2.4 Terms
        of Payment.
        The
        Loans shall be payable as follows:

       

      (1) Interest.
        Commencing on October 1, 2006, Borrower shall pay interest in arrears on
        each
        Payment Date in accordance with the wire transfer instructions set forth
        in
Schedule 2.4(1)
        hereto
        (or such other instructions as the Administrative Agent may from time to
        time
        provide) until all amounts due under the Loan Documents are paid in full.
        Subject to the provisions of Article 4
        and
Section 2.1,
        such
        accrued interest shall be payable from the interest reserves established
        pursuant to the Budget; provided,
        however,
        that
        such reserves shall not limit Borrower’s obligation to pay such accrued
        interest.

       

      (2) Principal
        Payments During Second Extension Period and Third Extension
        Period.
        If
        Borrower shall have elected to extend the term of the Loans for the Second
        Extension Period or Third Extension Period in accordance with Section
        2.5(2)
        or
2.5(3),
        respectively, Borrower hereby promises to pay during the Second Extension
        Period
        and Third Extension Period to the Administrative Agent (on behalf of the
        Lenders), monthly payments of principal in arrears on each Payment Date.
        Each
        such payment shall be in an amount equal to the payment that would be due
        on
        such Payment Date under a thirty (30) year “mortgage style” amortization
        schedule sufficient to fully amortize a loan with a principal amount equal
        to
        the outstanding principal amount of the Loans on the date that is ten (10)
        Business Days prior to the first day of the Second Extension Period and an
        interest rate equal to the greatest of: (i) 6.10%; (ii) the sum of (A) 1.5%
        plus
        (B) a rate determined by Administrative Agent as of ten (10) Business Days
        prior
        to the commencement of the Second Extension Period equivalent to the yield,
        calculated by linear interpolation (rounded to the nearest 1/32 of 1%),
        on-the-run, bidside United States Treasury obligations having maturities
        as
        close as possible to ten (10) years from the date of such determination;
        and
        (iii) the then current rate as determined in accordance with Section
        2.3
        (provided that if there is more than one Interest Period at such time, the
        rate
        shall be the highest rate on any Loans at such time), such computation to
        be
        reasonably made by the Administrative Agent. The Administrative Agent shall
        notify Borrower of the amount of each 

       


      
        
           

          
          

        

        
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      such
        amortization payment at least five (5) Business Days before such amortization
        payments commence for the Second Extension Period.  

       

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

       

      (4) Optional
        Prepayments.
        Subject
        to the provisions of Section 2.4(6)
        and
Section 2.9(5),
        Borrower shall have the right to prepay Loans in whole or in part, without
        premium or penalty; provided that: (a) Borrower shall give the
        Administrative Agent notice of each such prepayment as provided in Section 2.8(5)
        (and,
        upon the date specified in any such notice of prepayment, the amount to be
        prepaid shall become due and payable hereunder) and (b) partial prepayments
        shall be in the minimum aggregate principal amounts specified in Section 2.8(4).
        Loans
        that are prepaid cannot be reborrowed. 

       

      (5) Mandatory
        Prepayments.
        If a
        casualty or condemnation shall occur with respect to the Project, Borrower,
        upon
        Borrower’s or the Administrative Agent’s receipt of the applicable insurance
        proceeds or condemnation award, shall prepay the Loan, if required by the
        provisions of Article 3,
        on the
        dates and in the amounts specified therein without premium (but subject to
        the
        provisions of Section 2.4(6)
        and
Section 2.9(5)).
        Nothing in this Section 2.4(5)
        shall be
        deemed to limit any obligation of Borrower under the Mortgage or any other
        Security Document, including any obligation to remit to a collateral or similar
        account maintained by the Administrative Agent pursuant to the Mortgage or
        any
        of the other Security Documents the proceeds of insurance, condemnation award
        or
        other compensation received in respect of any casualty or condemnation.
        Prepayments pursuant to this Section 2.4(5)
        shall be
        applied to the Loans then outstanding pro rata in the order set forth in
        Section 2.4(6).

       

      (6) Interest
        and Other Charges on Prepayment.
        If the
        Loans are prepaid, in whole or in part, pursuant to Section 2.4(4)
        or
Section 2.4(5),
        each
        such prepayment shall be made on the prepayment date specified in the notice
        to
        the Administrative Agent pursuant to Section 2.8(5),
        and (in
        every case) together with (a) the accrued and unpaid interest (including
        accrued and unpaid Additional Interest, if applicable) on the principal amount
        prepaid and (b) any amounts payable to a Lender pursuant to Section 2.9(5)
        as a
        result of such prepayment while an Adjusted Libor Rate is in effect;
provided,
        however,
        that
        any such prepayment shall be applied first, to the prepayment of any portions
        of
        the outstanding principal amount that are Base Rate Loans and, second, to
        the
        prepayment of any portions of the outstanding principal amount that are
        LIBOR-based Loans applying such sums first to LIBOR-based Loans of the shortest
        maturity so as to minimize breakage costs; provided,
        further,
        however,
        that if
        an Event of Default exists, the Administrative Agent may distribute such
        payment
        to the Lenders for application in such manner as it or the Majority Lenders,
        subject to Section 2.8(2),
        may
        determine to be appropriate.

       

      (7) Application
        of Payments.
        All
        payments received by the Administrative Agent under the Loan Documents shall
        be
        applied: first, to any fees and expenses due to the Administrative Agent
        and the
        Lenders under the Loan Documents; second, to any Default Rate interest or
        late
        charges; third, to accrued and unpaid interest; and fourth, to the principal
        sum
        and other amounts due under the Loan Documents; provided,
        however,
        that,
        if an Event of Default 

       


      
        
           

          
          

        

        
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      exists
        the Administrative Agent shall apply such payments in any order or manner
        as the
        Administrative Agent shall determine.

       

      Section 2.5 Extension
        of Maturity Date. 

       

      (1) First
        Extension of Maturity Date. Borrower
        may, at its option, extend the term of the then outstanding principal amount
        for
        a period of one (1) year to the first anniversary of the original Maturity
        Date (the applicable period being, the “First
        Extension Period”),
        subject to the satisfaction of the following conditions:

       

      (a) Borrower
        shall notify (the “First
        Extension Notice”)
        the
        Administrative Agent of Borrower’s exercise of such option between
        sixty (60) and one hundred twenty (120) days prior to the original Maturity
        Date;

       

      (b) No
        monetary default or Event of Default exists as of the date of the Extension
        Notice or as of the original Maturity Date or would result from the extension
        of
        the maturity of the Loans for the First Extension Period;

       

      (c) Borrower
        shall have satisfied all of the Base Building Substantial Completion Conditions
        prior to the original Maturity Date; the completion of all Tenant Improvement
        Work shall be on schedule and within the amount allocated thereto on the
        Budget
        (or paid for by Borrower if above the amount allocated thereto on the Budget);
        and there shall exist no construction liens, materialman’s liens or mechanic’s
        liens on the Project, except for those which are being contested in compliance
        with Section
        9.23;
        and the
        Administrative Agent shall have determined in its discretion that the Loans
        are
        and shall remain through the First Extension Period In Balance;

       

      (d) All
        Government Approvals for the Improvements shall have been received to the
        extent
        then applicable, with copies (if applicable) having been delivered to the
        Administrative Agent;

       

      (e) If
        the
        Hedge Agreement in effect at the time of Borrower’s giving of the First
        Extension Notice is scheduled to mature or expire prior to the end of the
        First
        Extension Period, Borrower shall have obtained and delivered to the
        Administrative Agent not later than three (3) Business Days prior to the
        first day of the First Extension Period one or more replacement Hedge Agreements
        which meet the requirements of Section 9.15
        which
        shall be effective on or before the date the then effective Hedge Agreement
        is
        scheduled to mature or expire and shall have a maturity date not earlier
        than
        the end of the First Extension Period;

       

      (f) The
        expiration date of any Letters of Credit, if still outstanding pursuant to
        the
        terms of this Agreement or any other Loan Document, shall be extended to
        a date
        which is thirty (30) days beyond the end of the First Extension
        Period;

       

      (g) Current
        financial statements regarding Borrower (dated not earlier than ninety (90)
        days prior to the First Extension Notice) and all other financial statements
        and
        other information as may be required under this Agreement and the Loan Documents
        regarding Borrower and the Project shall have been submitted promptly to
        the
        Administrative Agent;

       

       


      
        
           

          
          

        

        
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      (h) As
        of the
        date of the Extension Notice, and as of the original Maturity Date, Guarantor
        shall be in compliance with the Financial Covenants (without regard to any
        otherwise applicable dates as of which the Financial Covenants are to be
        measured as set forth in the Guarantor Documents), and an Authorized Officer
        of
        Guarantor shall have delivered to the Administrative Agent a certificate
        to such
        effect;

       

      (i) Whether
        or not the extension becomes effective, Borrower shall pay all out-of-pocket
        costs and expenses incurred by the Administrative Agent and the Lenders in
        connection with the proposed extension (pre- and post-closing), including
        appraisal fees and reasonable legal fees; all such costs and expenses shall
        be
        due and payable within ten (10) days of demand, and any failure to pay such
        amounts shall constitute a default under this Agreement and the Loan Documents;
        and

       

      (j) Not
        later
        than the original Maturity Date, (i) the extension shall have been
        documented to the Lenders’ reasonable satisfaction and consented to by Borrower,
        the Administrative Agent and all the Lenders, including the execution and
        delivery by the Guarantor of reaffirmations of their respective obligations
        under the Guarantor Documents and (ii) the Administrative Agent shall have
        been provided with an updated title report and judgment and lien searches,
        and
        appropriate title insurance endorsements shall have been issued as required
        by
        the Administrative Agent.

       

      Any
        such
        extension shall be otherwise subject to all of the other terms and provisions
        of
        this Agreement and the other Loan Documents.

       

      (2) Second
        Extension of Maturity Date. In
        the
        event Borrower has previously extended the Maturity date in accordance with
        Section
        2.5(1),
        Borrower may, at its option, extend the term of the then outstanding principal
        amount of the Loans for a period of one (1) year to the second anniversary
        of
        the original Maturity Date (as extended by the First Extension Period) (the
        applicable period being, the “Second
        Extension Period”),
        subject to the satisfaction of the following conditions:

       

      (a) Borrower
        shall notify (the “Second
        Extension Notice”)
        the
        Administrative Agent of Borrower’s exercise of such option between
        sixty (60) and one hundred twenty (120) days prior to the original Maturity
        Date;

       

      (b) No
        monetary default or Event of Default exists as of the date of the Second
        Extension Notice, as of the Maturity Date, as extended by the First Extension
        Period, or would result from the extension of the maturity of the Loans for
        the
        Second Extension Period;

       

      (c) Borrower
        shall have satisfied all of the Base Building Substantial Completion Conditions
        prior to the original Maturity Date; the completion of all Tenant Improvement
        Work shall be on schedule and within the amount allocated thereto on the
        Budget
        (or paid for by Borrower if above the amount allocated thereto on the Budget);
        and there shall exist no construction liens, materialman’s liens or mechanic’s
        liens on the Project, except for those which are being contested in compliance
        with Section
        9.23;
        and the
        Administrative Agent shall have determined in its discretion that the Loans
        are
        and shall remain through the Second Extension Period In Balance;

       

       


      
        
           

          
          

        

        
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      (d) As
        of the
        commencement of the Second Extension Period, Borrower shall be in compliance
        with the Minimum DSCR Covenant set forth in Section
        9.31,
        or
        shall have made a DSCR Covenant Cure Deposit, in accordance with the provisions
        of Section 9.31;

       

      (e) The
        Debt
        Service Coverage Ratio based on the outstanding Commitments for the most
        recently ended calendar quarter prior to the Maturity Date, as extended by
        the
        First Extension Period, shall be equal to or greater than
        1.25:1.00;

       

      (f) The
        ratio
        of (a) the total outstanding principal balance of the Loans to (b) the
        value of the Project does not exceed seventy-five percent (75%) based on
        the “as
        is” value established by a new Appraisal obtained by the Administrative Agent
        not more than sixty (60) days prior to the Maturity Date, as extended by
        the
        First Extension Period, such Appraisal to be at Borrower’s expense and
        satisfactory to the Administrative Agent in all respects;

       

      (g) The
        Project is at least eighty percent (80%) leased under Approved Leases with
        tenants in Occupancy and who are not in material default under their respective
        Leases (and for purposes of determining whether the Project is eighty percent
        (80%) leased, so long as the obligations under Section
        1.01(a)
        of the
        New Century Guaranty is in effect and operative, the premises under the New
        Century Lease shall be considered Occupied); 

       

      (h) All
        Government Approvals for the Improvements shall have been received to the
        extent
        then applicable, with copies (if applicable) having been delivered to the
        Administrative Agent;

       

      (i) If
        the
        Hedge Agreement in effect at the time of Borrower’s giving of the Second
        Extension Notice is scheduled to mature or expire prior to the end of the
        Second
        Extension Period, Borrower shall have obtained and delivered to the
        Administrative Agent not later than three (3) Business Days prior to the
        first day of the Second Extension Period one or more replacement Hedge
        Agreements which meet the requirements of Section 9.15
        which
        shall be effective on or before the date the then effective Hedge Agreement
        is
        scheduled to mature or expire and shall have a maturity date not earlier
        than
        the end of the Second Extension Period;

       

      (j) The
        expiration date of any Letters of Credit, if still outstanding pursuant to
        the
        terms of this Agreement or any other Loan Document, shall be extended to
        a date
        which is thirty (30) days beyond the end of the Second Extension
        Period;

       

      (k) Current
        financial statements regarding Borrower (dated not earlier than ninety (90)
        days prior to the Second Extension Notice) and all other financial statements
        and other information as may be required under this Agreement and the Loan
        Documents regarding Borrower and the Project shall have been submitted promptly
        to the Administrative Agent;

       

      (l) As
        of the
        date of the Extension Notice, and as of the Maturity Date, as extended for
        the
        First Extension Period, Guarantor shall be in compliance with the Financial
        Covenants (without regard to any otherwise applicable dates as of which the
        Financial Covenants are to be measured as set forth in the Guarantor Documents),
        and an Authorized Officer of Guarantor shall have delivered to the
        Administrative Agent a certificate to such effect;

       

       


      
        
           

          
          

        

        
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      (m) Whether
        or not the extension becomes effective, Borrower shall pay all out-of-pocket
        costs and expenses incurred by the Administrative Agent and the Lenders in
        connection with the proposed extension (pre- and post-closing), including
        appraisal fees and reasonable legal fees; all such costs and expenses shall
        be
        due and payable within ten (10) days of demand, and any failure to pay such
        amounts shall constitute a default under this Agreement and the Loan Documents;
        

       

      (n) Not
        later
        than the Maturity Date, as extended by the First Extension Period, (i) the
        extension shall have been documented to the Lenders’ reasonable satisfaction and
        consented to by Borrower, the Administrative Agent and all the Lenders,
        including the execution and delivery by the Guarantor of reaffirmations of
        their
        respective obligations under the Guarantor Documents and (ii) the
        Administrative Agent shall have been provided with an updated title report
        and
        judgment and lien searches, and appropriate title insurance endorsements
        shall
        have been issued as required by the Administrative Agent; and 

       

      (o) Borrower
        shall pay to the Administrative Agent (for the benefit of the Lenders in
        accordance with their Proportionate Shares) on the Maturity Date, as extended
        by
        the First Extension, a non-refundable extension fee equal to 0.125% of an
        amount
        equal to the outstanding principal amount at such time.

       

      Any
        such
        extension shall be otherwise subject to all of the other terms and provisions
        of
        this Agreement and the other Loan Documents. It is understood and agreed
        that
        the Commitments of the Lenders, to the extent that they have not theretofore
        been funded as of the Maturity Date, as extended for the First Extension
        Period,
        shall be reduced to zero as of such date. 

       

      (3) Third
        Extension of Maturity Date. In
        the
        event Borrower has previously extended the Maturity Date in accordance with
        Sections
        2.5(1)
        and
2.5(2),
        Borrower may, at its option, extend the term of the then outstanding principal
        amount of the Loans for a period of one (1) year to the third anniversary
        of the
        original Maturity Date (as extended by the First Extension Period and the
        Second
        Extension Period) (the applicable period being, the “Third
        Extension Period”),
        subject to the satisfaction of the following conditions:

       

      (a) Borrower
        shall notify (the “Third
        Extension Notice”)
        the
        Administrative Agent of Borrower’s exercise of such option between
        sixty (60) and one hundred twenty (120) days prior to the Maturity Date, as
        extended by the First Extension Period and the Second Extension
        Period;

       

      (b) No
        monetary default or Event of Default exists as of the date of the Third
        Extension Notice, as of the Maturity Date (as extended by the First Extension
        Period and the Second Extension Period) or would result from the extension
        of
        the maturity of the Loans for the Third Extension Period;

       

      (c) Borrower
        shall have satisfied all of the Base Building Substantial Completion Conditions
        prior to the original Maturity Date; the completion of all Tenant Improvement
        Work shall be on schedule and within the amount allocated thereto on the
        Budget
        (or paid for by Borrower if above the amount allocated thereto on the Budget);
        and there shall exist no construction liens, materialman’s liens or mechanic’s
        liens on the Project, except for those which are being contested in compliance
        with Section
        9.23;
        and the
        Administrative Agent 

       


      
        
           

          
          

        

        
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      shall
        have determined in its discretion that the Loans are and shall remain through
        the Third Extension Period In Balance;

       

      (d) As
        of the
        commencement of the Third Extension Period, Borrower shall be in compliance
        with
        the Minimum DSCR Covenant set forth in Section
        9.31,
        or
        shall have made a DSCR Covenant Cure Deposit, in accordance with the provisions
        of Section 9.31;

       

      (e) The
        ratio
        of (a) the total outstanding principal balance of the Loans to (b) the
        value of the Project does not exceed seventy-five percent (75%) based on
        the “as
        is” value established by a new Appraisal obtained by the Administrative Agent
        not more than sixty (60) days prior to the Maturity Date, as extended by
        the
        First Extension Period and the Second Extension Period, such Appraisal to
        be at
        Borrower’s expense and satisfactory to the Administrative Agent in all
        respects;

       

      (f) The
        Project is at least eighty percent (80%) leased under Approved Leases with
        tenants in Occupancy and who are not in material default under their respective
        Leases (and for purposes of determining whether the Project is eighty percent
        (80%) leased, so long as the obligations under Section
        1.01(a)
        of the
        New Century Guaranty is in effect and operative, the premises under the New
        Century Lease shall be considered Occupied); 

       

      (g) All
        Government Approvals for the Improvements shall have been received to the
        extent
        then applicable, with copies (if applicable) having been delivered to the
        Administrative Agent;

       

      (h) The
        Debt
        Service Coverage Ratio based on the outstanding Commitments for the most
        recently ended calendar quarter prior to the Maturity Date, as extended by
        the
        First Extension Period and the Second Extension Period, shall be equal to
        or
        greater than 1.25:1.00;

       

      (i) If
        the
        Hedge Agreement in effect at the time of Borrower’s giving of the Third
        Extension Notice is scheduled to mature or expire prior to the end of the
        Third
        Extension Period, Borrower shall have obtained and delivered to the
        Administrative Agent not later than three (3) Business Days prior to the
        first day of the Third Extension Period one or more replacement Hedge Agreements
        which meet the requirements of Section 9.15
        which
        shall be effective on or before the date the then effective Hedge Agreement
        is
        scheduled to mature or expire and shall have a maturity date not earlier
        than
        the end of the Third Extension Period;

       

      (j) The
        expiration date of any Letters of Credit, if still outstanding pursuant to
        the
        terms of this Agreement or any other Loan Document, shall be extended to
        a date
        which is thirty (30) days beyond the end of the Third Extension
        Period;

       

      (k) Current
        financial statements regarding Borrower (dated not earlier than ninety (90)
        days prior to the Third Extension Notice) and all other financial statements
        and
        other information as may be required under this Agreement and the Loan Documents
        regarding Borrower and the Project shall have been submitted promptly to
        the
        Administrative Agent;

       

      (l) As
        of the
        date of the Extension Notice, and as of the Maturity Date, as extended for
        the
        Second Extension Period, Guarantor shall be in compliance with the 

       


      
        
           

          
          

        

        
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      Financial
        Covenants (without regard to any otherwise applicable dates as of which the
        Financial Covenants are to be measured as set forth in the Guarantor Documents),
        and an Authorized Officer of Guarantor shall have delivered to the
        Administrative Agent an unqualified certificate to such effect;

       

      (m) Whether
        or not the extension becomes effective, Borrower shall pay all out-of-pocket
        costs and expenses incurred by the Administrative Agent and the Lenders in
        connection with the proposed extension (pre- and post-closing), including
        appraisal fees and reasonable legal fees; all such costs and expenses shall
        be
        due and payable within ten (10) days of demand, and any failure to pay such
        amounts shall constitute a default under this Agreement and the Loan
        Documents;

       

      (n) Not
        later
        than the Maturity Date, as extended by the First Extension Period and the
        Second
        Extension Period, (i) the extension shall have been documented to the
        Lenders’ reasonable satisfaction and consented to by Borrower, the
        Administrative Agent and all the Lenders, including the execution and delivery
        by the Guarantor of reaffirmations of their respective obligations under
        the
        Guarantor Documents and (ii) the Administrative Agent shall have been
        provided with an updated title report and judgment and lien searches, and
        appropriate title insurance endorsements shall have been issued as required
        by
        the Administrative Agent; and

       

      (o) Borrower
        shall pay to the Administrative Agent (for the benefit of the Lenders in
        accordance with their Proportionate Shares) on the Maturity Date, as extended
        by
        the First Extension and the Second Extension Period, a non-refundable extension
        fee equal to 0.125% of an amount equal to the outstanding principal amount
        at
        such time.

       

      Any
        such
        extension shall be otherwise subject to all of the other terms and provisions
        of
        this Agreement and the other Loan Documents.

       

      Section 2.6 Agency
        Fee. Until
        payment in full of all obligations under this Agreement and the other Loan
        Documents, Borrower shall pay to Administrative Agent, for its sole account,
        the
        Agency Fee in accordance with the Fee Letter. 

       

      Section 2.7 Reserved.

       

      Section 2.8 Payments;
        Pro Rata Treatment; Etc.

       

      (1) Payments
        Generally.

       

      (a) Payments
        by Borrower.
        Except
        to the extent otherwise provided herein, all payments of principal, interest
        and
        other amounts to be made by Borrower under this Agreement and the Notes,
        and,
        except to the extent otherwise provided therein, all payments to be made
        by
        Borrower under any other Loan Document, shall be made in Dollars, in immediately
        available funds, without deduction, set-off or counterclaim, to the
        Administrative Agent at an account designated by the Administrative Agent
        by
        notice to Borrower, not later than 12:00 noon, New York City time, on
        the date on which such payment shall become due (each such payment made after
        such time on such due date to be deemed to have been made on the next succeeding
        Business Day). 

       

       


      
        
           

          
          

        

        
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      (b) Application
        of Payments.
        Subject
        to the provisions of Section 2.4(7),
        Borrower shall, at the time of making each payment under this Agreement or
        any
        Note for the account of any Lender, specify to the Administrative Agent (which
        shall so notify the intended recipient(s) thereof) the Loans or other amounts
        payable by Borrower hereunder to which such payment is to be applied (and
        in the
        event that Borrower fails to so specify, or if an Event of Default has occurred
        and is continuing, the Administrative Agent may distribute such payment to
        the
        Lenders for application in such manner as it may determine to be appropriate,
        subject to Section 2.8(2)
        and any
        other agreement among the Administrative Agent and the Lenders with respect
        to
        such application).

       

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

       

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

       

      (2) Pro
        Rata Treatment.
        Except
        to the extent otherwise provided herein: (a) each advance of a Loan from
        the Lenders under Section 2.1(1)
        shall be
        made from the Lenders, and any termination of the obligation to make an advance
        of the Loans shall be applied to the respective Commitments of the Lenders,
        pro
        rata according to the amounts of their respective Commitments; (b) except
        as otherwise provided in Section 2.9(4),
        Loans
        shall be allocated pro rata among the Lenders according to the amounts of
        their
        respective Commitments (in the case of the making of Loans) or their respective
        Loans (in the case of Conversions or Continuations of Loans); (c) each
        payment or prepayment of principal of Loans by Borrower shall be made for
        account of the Lenders pro rata in accordance with the respective unpaid
        principal amounts of the Loans held by them (subject to the terms of any
        separate agreement among the Administrative Agent and the Lenders); and
        (d) each payment of interest on Loans by Borrower shall be made for account
        of the Lenders pro rata in accordance with the amounts of interest on such
        Loans
        then due and payable to the respective Lenders (subject to the terms of any
        separate agreement among the Administrative Agent and the Lenders).

       

      (3) Computations.
        Interest on all Loans shall be computed on the basis of a year of 360 days
        and actual days elapsed (including the first day but excluding the last day)
        occurring in the period for which payable.

       

      (4) Minimum
        Amounts.
        Except
        for (a) mandatory prepayments made pursuant to Section 2.4(5)
        and
        (b) Conversions or prepayments made pursuant to Section 2.9(4),
        and
        (c) advances pursuant to Section 4.4,
        Section 4.5,
        Section 4.6,
        Section 4.12,
        and
Section 4.14,
        each
        borrowing, Conversion, Continuation and partial prepayment of principal
        (collectively, “Loan
        Transactions”)
        of
        Loans shall be in an aggregate amount at least equal to $1,000,000 (Loan
        Transactions of or into Loans of different Types or Interest Periods at the
        same
        time hereunder shall be deemed separate Loan Transactions for purposes of
        the
        foregoing, one 

       


      
        
           

          
          

        

        
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      for
        each
        Type or Interest Period); provided
        that if
        any Loans or borrowings would otherwise be in a lesser principal amount for
        any
        period, such Loans shall be Base Rate Loans during such period and if such
        Loans
        are LIBOR-based Loans, additional increments shall be in a minimum amount
        at
        least equal to $100,000. Notwithstanding the foregoing, the minimum amount
        of
        $1,000,000 shall not apply to Conversions of lesser amounts into a tranche
        of
        Loans that has (or will have upon such Conversion) an aggregate principal
        amount
        exceeding such minimum amount and one Interest Period.

       

      (5) Certain
        Notices.
        Notices
        by Borrower to the Administrative Agent regarding Loan Transactions and the
        selection of Types of Loans and/or of the duration of Interest Periods shall
        be
        irrevocable and shall be effective only if received by the Administrative
        Agent
        (and, in the case of a Request for Loan Advance, the Construction Consultant)
        not later than 12:00 noon, New York City time, on the number of
        Business Days prior to the date of the proposed Loan Transaction or the first
        day of such Interest Period specified below:

       

      
        	
                 

                Notice

                 

              	
                 

                Number
                  of Business
                  Days Prior

                 

              
	
                 

                Request
                  for Loan Advance

                 

              	
                 

                10

                 

              
	
                 

                Optional
                  Prepayment

                 

              	
                 

                3

                 

              
	
                 

                Conversions
                  into, Continuations as, or borrowings in Base Rate Loans

                 

              	
                 

                3

                 

              
	
                 

                Conversions
                  into, Continuations as, borrowings in or changes in duration of
                  Interest
                  Period for, LIBOR-based Loans (subject to Section 2.4(6))

                 

              	
                 

                3

                 

              


      

      


      Each
        such
        notice of a Loan Transaction shall specify the amount (subject to Section 2.8(4)),
        Type,
        and Interest Period of such proposed Loan Transaction, and the date (which
        shall
        be a Business Day) of such proposed Loan Transaction and in the case of a
        Request for Loan Advance, shall be accompanied by all documentation required
        by
        this Agreement as a condition precedent to the applicable Loans. Notices
        for
        Conversions and Continuations shall be in the form of Exhibit E.
        Each
        such notice specifying the duration of an Interest Period shall specify the
        portion of the Loans to which such Interest Period is to relate. In the case
        of
        a Request for Loan Advance, the Administrative Agent shall notify the Lenders
        of
        their respective Proportionate Shares of the amount approved by the
        Administrative Agent and the Construction Consultant. The Administrative
        Agent
        shall promptly notify the Lenders of the contents of each such notice. If
        Borrower fails to select (i) the Type of Loan or (ii) the duration of
        any Interest Period for any LIBOR-based Loan within the time period
        (i.e.,
        three (3) Business Days prior to the first day of the next applicable
        Interest Period) and otherwise as provided in this Section 2.8(5),
        such
        Loan (if outstanding as a LIBOR Loan) will be automatically Continued as
        an
        LIBOR-based Loan with an Interest Period of one (1) month on the last day
        of the current Interest Period for such Loan (based on a LIBOR-based Rate
        determined two (2) Business Days prior to the first day of the next
        Interest Period) or, if outstanding as an Base Rate Loan, will remain as
        a Base
        Rate Loan.

       

      (6) Non
        Receipt of Funds by the Administrative Agent.
        Unless
        the Administrative Agent shall have been notified by a Lender or Borrower
        (in
        either case, the 

       


      
        
           

          
          

        

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

       

      (a) if
        the
        Required Payment shall represent a payment to be made by Borrower to the
        Lenders, Borrower and the recipient(s) shall each be obligated retroactively
        to
        the Advance Date to pay interest in respect of the Required Payment at the
        Default Rate (without duplication of the obligation of Borrower under
Section 2.3
        to pay
        interest on the Required Payment at the Default Rate), it being understood
        that
        the return by the recipient(s) of the Required Payment to the Administrative
        Agent shall not limit such obligation of Borrower under Section 2.3
        to pay
        interest at the Default Rate in respect of the Required Payment,
        and

       

      (b) if
        the
        Required Payment shall represent proceeds of a Loan to be made by the Lenders
        to
        Borrower, the Payor and Borrower shall each be obligated retroactively to
        the
        Advance Date to pay interest in respect of the Required Payment pursuant
        to
        whichever of the rates specified in Section 2.3
        is
        applicable to the Type of such Loan, it being understood that the return
        by
        Borrower of the Required Payment to the Administrative Agent shall not limit
        any
        claim Borrower may have against the Payor in respect of such Required
        Payment.

       

      (7) Sharing
        of Payments, Etc.
        If any
        Lender shall obtain from Borrower or in any other manner payment of any
        principal of or interest on any Loan owing to it or payment of any other
        amount
        under this Agreement or any other Loan Document, and, as a result of such
        payment, such Lender shall have received a greater percentage of the principal
        of or interest on the Loans or such other amounts then due hereunder or
        thereunder by Borrower to such Lender than the percentage received by any
        other
        Lender, it shall promptly purchase from such other Lenders participations
        in
        (or, if and to the extent specified by such Lender, direct interests in)
        the
        Loans or such other amounts, respectively, owing to such other Lenders (or
        in
        interest due thereon, as the case may be) in such amounts, and make such
        other
        adjustments from time to time as shall be equitable, to the end that all
        the
        Lenders shall share the benefit of such excess 

       


      
        
           

          
          

        

        
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      payment
        (net of any expenses that may be incurred by such Lender in obtaining or
        preserving such excess payment) pro rata in accordance with the unpaid principal
        of and/or interest on the Loans or such other amounts, respectively, owing
        to
        each of the Lenders. To such end all the Lenders shall make appropriate
        adjustments among themselves (by the resale of participations sold or otherwise)
        if such payment is rescinded or must otherwise be restored.

       

      Section 2.9 Yield
        Protection; Etc.

       

      (1) Additional
        Costs.

       

      (a) Costs
        of Making or Maintaining LIBOR-based Loans.
        Borrower shall pay directly to each Lender from time to time such amounts
        as
        such Lender may in good faith determine to be necessary to compensate such
        Lender for any costs that such Lender in good faith determines are attributable
        to its making or maintaining of any LIBOR-based Loans or its obligation to
        make
        any LIBOR-based Loans hereunder, or any reduction in any amount receivable
        by
        such Lender hereunder in respect of any of such Loans or such obligation
        (such
        increases in costs and reductions in amounts receivable being herein called
        “Additional
        Costs”),
        resulting from any Regulatory Change that:

       

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

       

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

       

      (C) imposes
        any other condition affecting this Agreement or its Note (or any of such
        extensions of credit or liabilities) or its Commitment.

       

      If
        any
        Lender requests compensation from Borrower under this paragraph (a),
        Borrower may, by notice to such Lender (with a copy to the Administrative
        Agent), suspend the obligation of such Lender thereafter to make or Continue
        LIBOR-based Loans, or to Convert Loans into LIBOR-based Loans, until the
        Regulatory Change giving rise to such request ceases to be in effect (in
        which
        case the provisions of Section 2.9(4)
        shall be
        applicable), provided that such suspension shall not affect the right of
        such
        Lender to receive the compensation so requested.

       

      (b) Costs
        Attributable to Regulatory Change or Risk-Based Capital
        Guidelines.
        Without
        limiting the effect of the foregoing provisions of this Section 2.9(1)
        (but
        without duplication), Borrower shall pay directly to each Lender from time
        to


       


      
        
           

          
          

        

        
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      time
        on
        request such amounts as such Lender may determine in good faith to be necessary
        to compensate such Lender (or, without duplication, the bank holding company
        of
        which such Lender is a subsidiary) for any costs that it determines in good
        faith are attributable to the maintenance by such Lender (or any Applicable
        Lending Office or such bank holding company), pursuant to any law or regulation
        or any interpretation, directive or request (whether or not having the force
        of
        law and whether or not failure to comply therewith would be unlawful) of
        any
        court or governmental or monetary authority (i) following any Regulatory
        Change or (ii) implementing any risk based capital guideline or other
        requirement (whether or not having the force of law and whether or not the
        failure to comply therewith would be unlawful) hereafter issued by any
        government or governmental or supervisory authority implementing at the national
        level the Basle Accord, of capital in respect of its Commitment or Loans
        (such
        compensation to include, without limitation, an amount equal to any reduction
        of
        the rate of return on assets or equity of such Lender (or any Applicable
        Lending
        Office or such bank holding company) to a level below that which such Lender
        (or
        any Applicable Lending Office or such bank holding company) could have achieved
        but for such law, regulation, interpretation, directive or
        request).

       

      (c) Notification
        and Certification.
        Each
        Lender shall notify Borrower of any event occurring after the date hereof
        entitling such Lender to compensation under paragraph (a)
        or (b)
        of this
Section 2.9(1)
        as
        promptly as practicable, but in any event within sixty (60) days, after
        such Lender obtains actual knowledge thereof; provided
        that
        (i) if any Lender fails to give such notice within sixty (60) days
        after it obtains actual knowledge of such an event, such Lender shall, with
        respect to compensation payable pursuant to this Section 2.9(1)
        in
        respect of any costs resulting from such event, only be entitled to payment
        under this Section 2.9(1)
        for
        costs incurred from and after the date forty-five (45) days prior to the
        date
        that such Lender does give such notice and (ii) each Lender will designate
        a different Applicable Lending Office for the Loans of such Lender affected
        by
        such event if such designation will avoid the need for, or reduce the amount
        of,
        such compensation and will not, in the sole opinion of such Lender, be
        disadvantageous to such Lender, except that such Lender shall have no obligation
        to designate an Applicable Lending Office located in the United States of
        America. Each Lender will furnish to Borrower a certificate setting forth
        the
        basis and amount of each request by such Lender for compensation under
paragraph (a)
        or (b)
        of this
Section 2.9(1).
        Determinations and allocations by any Lender for purposes of this Section 2.9(1)
        of the
        effect of any Regulatory Change pursuant to paragraph (a)
        of this
Section 2.9(1),
        or of
        the effect of capital maintained pursuant to paragraph (b)
        of this
Section 2.9(1),
        on its
        costs or rate of return of maintaining Loans or its obligation to make Loans,
        or
        on amounts receivable by it in respect of Loans, and of the amounts required
        to
        compensate such Lender under this Section 2.9(1),
        shall
        be conclusive, provided that such determinations and allocations are made
        on a
        reasonable basis.

       

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

       

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

       

       


      
        
           

          
          

        

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

       

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

       

      (3) Illegality.
        Notwithstanding any other provision of this Agreement, in the event that
        it
        becomes unlawful for any Lender or its Applicable Lending Office to honor
        its
        obligation to make or maintain LIBOR-based Loans hereunder (and, in the sole
        opinion of such Lender, the designation of a different Applicable Lending
        Office
        would either not avoid such unlawfulness or would be disadvantageous to such
        Lender), then such Lender shall promptly notify Borrower thereof (with a
        copy to
        the Administrative Agent) and such Lender’s obligation to make or Continue, or
        to Convert Loans of any other Type into, LIBOR-based Loans shall be suspended
        until such time as such Lender may again make and maintain LIBOR-based Loans
        (in
        which case the provisions of Section 2.9(4)
        shall be
        applicable).

       

      (4) Treatment
        of Affected Loans.
        If the
        obligation of any Lender to make LIBOR-based Loans or to Continue, or to
        Convert
        Base Rate Loans into, LIBOR-based Loans shall be suspended pursuant to
Section 2.9(1)
        or
Section 2.9(3),
        such
        Lender’s Loans shall be automatically Converted into Base Rate Loans on the last
        day(s) of the then current Interest Period(s) for Loans (or, in the case
        of a
        Conversion resulting from a circumstance described in Section 2.9(3),
        on such
        earlier date as such Lender may specify to Borrower with a copy to the
        Administrative Agent) and, unless and until such Lender gives notice as provided
        below that the circumstances specified in Section 2.9(1)
        or
Section 2.9(3)
        that
        gave rise to such Conversion no longer exist:

       

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

       

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

       

      If
        such
        Lender gives notice to Borrower with a copy to the Administrative Agent that
        the
        circumstances specified in Section 2.9(1)
        or
Section 2.9(3)
        that
        gave rise to the Conversion of such Lender’s Loans pursuant to this Section 2.9(4)
        no
        longer exist (which such Lender agrees to do promptly upon such circumstances
        ceasing to exist) at a time when LIBOR-based Loans made by other Lenders
        are
        outstanding, such Lender’s Base Rate Loans shall be automatically Converted, on
        the first day(s) of the next succeeding Interest Period(s) for such outstanding
        

       


      
        
           

          
          

        

        
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      LIBOR-based
        Loans, to the extent necessary so that, after giving effect thereto, all
        Base
        Rate Loans and LIBOR-based Loans are allocated among the Lenders ratably
        (as to
        principal amounts, Types and Interest Periods) in accordance with their
        respective Commitments.

       

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

       

      (a) any
        payment, prepayment or Conversion of a LIBOR-based Loan made by such Lender
        for
        any reason (including, without limitation, the acceleration of the Loans
        pursuant to the Administrative Agent’s or the Lenders’ rights referred to in
Article 11)
        on a
        date other than the last day of the Interest Period for such Loan;
        or

       

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

       

      Without
        limiting the effect of the preceding sentence, such compensation shall include
        an amount equal to the excess, if any, of (i) the amount of interest that
        otherwise would have accrued on the principal amount so paid, prepaid, Converted
        or not borrowed for the period from the date of such payment, prepayment,
        Conversion or failure to borrow to the last day of the then current Interest
        Period for such Loan (or, in the case of a failure to borrow, the Interest
        Period for such Loan that would have commenced on the date specified for
        such
        borrowing) at the applicable rate of interest for such Loan provided for
        herein
        over (ii) the amount of interest that otherwise would have accrued on such
        principal amount at a rate per annum equal to the interest component of the
        amount such Lender would have bid in the London interbank market for Dollar
        deposits of leading banks in amounts comparable to such principal amount
        and
        with maturities comparable to such period (as reasonably determined by such
        Lender), or if such Lender shall cease to make such bids, the equivalent
        rate,
        as reasonably determined by such Lender, derived from Page 3750 of the Dow
        Jones Markets (Telerate) Service or other publicly available source as described
        in the definition of Libor Rate.

       

      (6) U.S.
        Taxes.

       

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

       

      (iii) to
        any
        payment to any Lender hereunder unless such Lender is, on the date hereof
        (or on
        the date it becomes a Lender hereunder as provided in Section 12.24(2))
        and on
        the date of any change in the Applicable Lending Office of such Lender, either
        entitled to submit a Form W-8BEN (relating to such Lender and entitling it
        to a complete exemption from withholding on all interest to be received by
        it
        hereunder 

       


      
        
           

          
          

        

        
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      in
        respect of the Loans) or Form W-8ECI (relating to all interest to be
        received by such Lender hereunder in respect of the Loans), or

       

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

       

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

       

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

       

      (7) Replacement
        of Lenders.
        If any
        Lender requests compensation pursuant to Section 2.9(1)
        or
Section 2.9(6),
        or any
        Lender’s obligation to Continue Loans of any Type, or to Convert Loans of any
        Type into the other Type of Loan, shall be suspended pursuant to Section 2.9(2)
        or
Section 2.9(3)
        (any
        such Lender requesting such compensation, or whose 

       


      
        
           

          
          

        

        
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      obligations
        are so suspended, being herein called a “Requesting
        Lender”),
        Borrower, upon three (3) Business Days’ notice, may require that such
        Requesting Lender transfer all of its right, title and interest under this
        Agreement and such Requesting Lender’s Note to any bank or other financial
        institution (a “Proposed
        Lender”)
        identified by Borrower that is satisfactory to the Administrative Agent
        (i) if such Proposed Lender agrees to assume all of the obligations of such
        Requesting Lender hereunder, and to purchase all of such Requesting Lender’s
        Loans hereunder for consideration equal to the aggregate outstanding principal
        amount of such Requesting Lender’s Loans, together with interest thereon to the
        date of such purchase (to the extent not paid by Borrower), and satisfactory
        arrangements are made for payment to such Requesting Lender of all other
        amounts
        accrued and payable hereunder to such Requesting Lender as of the date of
        such
        transfer (including any fees accrued hereunder and any amounts that would
        be
        payable under Section 2.9(5)
        as if
        all of such Requesting Lender’s Loans were being prepaid in full on such date)
        and (ii) if such Requesting Lender has requested compensation pursuant to
Section 2.9(1)
        or
Section 2.9(6),
        such
        Proposed Lender’s aggregate requested compensation, if any, pursuant to
Section 2.9(1)
        or
Section 2.9(6)
        with
        respect to such Requesting Lender’s Loans is lower than that of the Requesting
        Lender. Subject to the provisions of Section 12.24(2),
        such
        Proposed Lender shall be a “Lender” for all purposes hereunder. Without
        prejudice to the survival of any other agreement of Borrower hereunder, the
        agreements of Borrower contained in Section 2.9(1),
        Section 2.9(6)
        and
Section 12.5
        (without
        duplication of any payments made to such Requesting Lender by Borrower or
        the
        Proposed Lender) shall survive for the benefit of such Requesting Lender
        under
        this Section 2.9(7)
        with
        respect to the time prior to such replacement.

      Borrower
        hereby expressly (i) waives any rights it may have under Section 2954.10
        of the
        California Civil Code to prepay the Notes, in whole or in part, without penalty,
        upon acceleration of the maturity date of the Notes on account of any Event
        of
        Default and (ii) agrees that if, for any reason, a prepayment is made of
        any or
        all of the indebtedness evidenced by the Notes upon or following any
        acceleration of the maturity date of the Notes on account of any Event of
        Default, including but not limited to any transfer as prohibited or restricted
        by Section
        9.1,
        and any
        amounts are due and owing under Section
        2.9(5),
        then
        Borrower shall be obligated to pay, concurrently therewith, any such amounts
        as
        are due and owing under Section
        2.9(5).
        By
        initialing this provision in the space provided below, Borrower hereby declares
        that the Lenders’ agreement to make the Loans at the interest rate and for the
        term set forth in this Agreement constitutes adequate consideration, given
        individual weight by Borrower, for this waiver and agreement.

       

      INITIALS:
        Borrower __________  __________  __________

       

      3161  
        PS2  
        PS5

       

      


       

       


      
        
           

          
          

        

        
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      ARTICLE 3 

       

      


       

      Insurance,
        Condemnation, and Impounds

       

      Section 3.1 Insurance.
        

       

      (1) Borrower
        shall obtain and maintain, or cause to be maintained, Policies providing
        at
        least the following coverages for Borrower and the Project (at all times
        through
        the repayment of the Loans in full):

       

      (a) comprehensive
        all-risk insurance on the improvements and the personal property, in each
        case
        (i) in an amount equal to the lesser of (A) the total Commitments or (B)
        one hundred percent (100%) of the “Full Replacement Cost,” which for purposes of
        this Agreement shall mean actual replacement value (exclusive of costs of
        excavations, foundations, underground utilities and footings) with a waiver
        of
        depreciation; (ii) containing an agreed amount endorsement with respect to
        the improvements and personal property waiving all co-insurance provisions;
        (iii) providing for no deductible in excess of $50,000; (iv) providing
        for repairs and alteration coverage; and (v) providing coverage for
        contingent liability from Operation of Building Laws, Demolition Costs and
        Increased Cost of Construction Endorsements together with an “Ordinance or Law
        Coverage” or “Enforcement” endorsement if any of the Improvements or the use of
        the Project shall at any time constitute legal non-conforming structures
        or
        uses. The Full Replacement Cost shall be redetermined from time to time (but
        not
        more frequently than once in any twenty-four (24) calendar months) at the
        request of the Administrative Agent by an appraiser or contractor designated
        by
        Borrower and reasonably approved by the Administrative Agent, or by an engineer
        or appraiser in the regular employ of the insurer. The cost of such appraisal
        shall be paid by the Administrative Agent unless an Event of Default shall
        have
        occurred and be continuing, in which case such cost shall be paid by Borrower.
        After the first appraisal, additional appraisals may be based on construction
        cost indices customarily employed in the trade. No omission on the part of
        Administrative Agent to request any such ascertainment shall relieve Borrower
        of
        any of its obligations under this Section 3.1(1)(a);

       

      (b) commercial
        general liability insurance against claims for personal injury, bodily injury,
        death or property damage (including liabilities as a result of repairs and
        alterations) occurring upon, in or about the Project, such insurance (i) to
        be on the so called “occurrence” form with a combined single limit of not less
        than $1,000,000 per occurrence and $2,000,000 general aggregate; (ii) to
        continue at not less than the aforesaid limit until required to be changed
        by
        the Administrative Agent in writing by reason of changed economic conditions
        making such protection inadequate; and (iii) to cover at least the
        following hazards: (A) premises and operations; (B) products and
        completed operations on an “if any” basis and for a period of not less than
        five (5) years after the completion of construction of the applicable
        Improvements; (C) independent contractors; (D) blanket contractual
        liability for all “insured contracts” as defined in the standard general
        liability policy; and (E) contractual liability covering the indemnities
        contained in Sections 5.4,
        11.2
        and
14.4
        hereof,
        to the extent the same is available and falls within the definition of “insured
        contracts”;

       

       


      
        
           

          
          

        

        
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      (c) business
        income/loss of rents insurance (i) with loss payable to the Administrative
        Agent (for the benefit of the Lenders); (ii) covering all risks required to
        be covered by the insurance provided for in Section 3.1(1)(a)
        hereof;
        (iii) in an amount equal to one hundred percent (100%) of the projected
        gross income from the Project (on an actual loss sustained basis) for a period
        continuing until the Restoration of the Project is completed; the amount
        of such
        business income/loss of rents insurance shall be determined prior to the
        date
        hereof and at least once each year thereafter based on the greater of
        (x) Borrower’s reasonable estimate of the gross income from the Project,
        and (y) the highest gross income received during the term of the Notes for
        any full calendar year prior to the date the amount of such insurance is
        being
        determined (or such lesser period as may have expired from the date of
        substantial completion of the applicable Improvements to the date the amount
        of
        such insurance is being determined), in each case for the succeeding
        eighteen (18) month period and (iv) containing an extended period of
        indemnity endorsement which provides that after the physical loss to the
        improvements and the personal property has been repaired, the continued loss
        of
        income will be insured until such income either returns to the same level
        it was
        at prior to the loss, or the expiration of twenty-four (24) months from the
        date that the Project is repaired or replaced and operations are resumed,
        whichever first occurs, and notwithstanding that the policy may expire prior
        to
        the end of such period. All insurance proceeds payable to the Administrative
        Agent (for the benefit of the Lenders) pursuant to this Section 3.1(1)(c)
        shall be
        held by the Administrative Agent and shall be applied to the obligations
        secured
        hereunder from time to time due and payable hereunder and under the Notes
        and
        this Agreement; provided,
        however,
        that
        nothing herein contained shall be deemed to relieve Borrower of its obligations
        to pay the obligations secured hereunder on the respective dates of payment
        provided for in the Notes and this Agreement except to the extent such amounts
        are actually paid out of the proceeds of such business income/loss of rents
        insurance;

       

      (d) when
        required by the Administrative Agent or at the discretion of Borrower, at
        all
        times prior to the completion of construction of the Improvements, the insurance
        provided for in Section 3.1(1)(a)
        shall be
        written in a so called builder’s risk completed value form (i) on a non
        reporting basis, (ii) against all risks insured against pursuant to
Section 3.1(1)(a),
        (iii) shall include permission to occupy the Project, and (iv) shall
        contain an agreed amount endorsement waiving co-insurance provisions, and
        shall
        also include coverage for:

       

      (A) loss
        suffered with respect to materials, equipment, machinery, and supplies whether
        on-site, in transit, or stored off-site and with respect to temporary
        structures, hoists, sidewalks, retaining walls, and underground
        property;

       

      (B) Soft
        Costs, plans, specifications, blueprints and models in connection with any
        restoration following a casualty;

       

      (C) demolition
        and increased cost of construction, including, without limitation, increased
        costs arising out of changes in Applicable Law and codes;

       

      (D) operation
        of building laws;

       

      (E) collapse,
        transit and testing; and

       

       


      
        
           

          
          

        

        
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      (F) delayed
        opening coverage on an actual loss sustained basis with extended period of
        indemnity endorsement consistent with Section 3.1(1)(c).

       

      (e) workers’
        compensation insurance, as required by any Governmental Authority or legal
        requirement, subject to the statutory limits of the state of
        California;

       

      (f) comprehensive
        boiler and machinery insurance, if applicable, in amounts as shall be reasonably
        required by the Administrative Agent on terms consistent with the commercial
        property insurance policy required under Section 3.1(1)(a);

       

      (g) if
        any
        portion of the improvements is at any time located in an area identified
        by the
        Secretary of Housing and Urban Development or any successor thereto as an
        area
        having special flood hazards pursuant to the National Flood Insurance Act
        of
        1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance
        Reform Act of 1994, as each may be amended, or any successor law (the
“Flood
        Insurance Acts”),
        flood
        hazard insurance in an amount not less than the greater of (A) the maximum
        limit of coverage available with respect to the Project, under Policies issued
        pursuant to the Flood Insurance Acts, subject only to customary deductibles
        under such Policies, and (B) the maximum limit of coverage available with
        respect to the Project, under Policies issued by private insurance
        carriers;

       

      (h) [reserved];

       

      (i) umbrella
        liability insurance in an amount not less than $75,000,000 per occurrence
        on
        terms consistent with the commercial general liability insurance policy required
        under Section 3.1(1)(b)
        hereof;

       

      (j) insurance
        with respect to the General Contractor, the Major Subcontractors, Borrower’s
        Architect and other Design Professionals as specified in Schedule 3.1(1)(j)
        attached
        hereto; and

       

      (k) such
        other insurance and in such amounts as the Administrative Agent from time
        to
        time may reasonably request against such other insurable hazards which at
        the
        time are available on commercially reasonably terms for properties located
        in or
        around the City of Irvine, County of Orange, California, and are customarily
        required by institutional lenders with respect to projects similar to the
        Project.

       

      (2) All
        insurance provided for in Section 3.1(1)(a)
        hereof
        shall be obtained under valid and enforceable policies (the “Policies”
or
        in
        the singular, the “Policy”),
        in
        such forms and, from time to time after the date hereof, in such amounts
        as may
        be satisfactory to the Administrative Agent, issued by financially sound
        and
        responsible insurance companies permitted to do business in the state of
        California and reasonably approved by the Administrative Agent. The insurance
        companies must have a claims paying ability/financial strength rating of
“AX”
(or its equivalent) or better by A.M. Best (each such insurer shall be
        referred to below as a “Qualified
        Insurer”).
        If a
        Policy shall contain an exclusion from coverage under such Policy for loss
        or
        damage incurred as a result of an act of terrorism (excluding bio-terrorism)
        or
        similar acts of sabotage, Borrower shall obtain separate terrorism insurance
        coverage subject to and in accordance with the terms of this Section 3.1(2).
        Borrower shall maintain insurance against 

       


      
        
           

          
          

        

        
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      terrorism,
        terrorist acts (excluding bio-terrorism) or similar acts of sabotage with
        coverage amounts of not less than an amount equal to the full replacement
        cost
        of the improvements and the personal property. Notwithstanding
        the foregoing, Borrower shall be required to obtain and maintain terrorism
        insurance for a comprehensive all risk insurance policy and business income
        insurance coverage in an amount not less than the amount of terrorism insurance
        that is available for an annual premium equal to two (2) times the then annual
        property casualty premium (such limitation shall be referred to as the
“Terrorism
        Cap”)
        for
        terrorism insurance that is at least equivalent to the existing terrorism
        insurance required under this Section
        3.1(2)
        for a
        comprehensive all risk insurance policy and business income insurance coverage;
        provided,
        however,
        the
        Terrorism Cap shall not apply if (A) owners and/or operators of office
        properties in the same class as the Project and located in Orange County,
        California are generally obtaining terrorism insurance at a cost which exceeds
        the Terrorism Cap, (B) lenders financing such office properties in the same
        class as the Project and located in Orange County, California are generally
        requiring terrorism insurance at a cost which exceeds the Terrorism Cap as
        a
        condition of financing, or (C) Borrower, any Affiliates of Borrower, any
        transferee of Borrower, or any of their Affiliates, are obtaining terrorism
        insurance at a cost which exceeds the Terrorism Cap on any other properties
        located in Orange County, California which any of the foregoing Persons own
        or
        operate. Not
        less
        than fifteen (15) days prior to the expiration dates of the Policies
        theretofore furnished to Lender pursuant to Section 3.1(1)
        hereof,
        Borrower shall deliver to the Administrative Agent insurance certificates
        showing payment of all premiums (the “Insurance
        Premiums”)
        for
        such Policies, which certificates shall be in form and substance reasonably
        satisfactory to the Administrative Agent. Within sixty (60) days following
        the expiration dates of the Policies, Borrower shall deliver to the
        Administrative Agent certified copies of such Policies marked “premium paid” or
        accompanied by evidence satisfactory to the Administrative Agent of payment
        of
        the Insurance Premiums.

       

      (3) Borrower
        shall not obtain (a) any umbrella or blanket liability or casualty Policy
        unless, in each case, such Policy is approved in advance in writing by the
        Administrative Agent and Lenders’ interest is included therein as provided in
        this Agreement and such Policy is issued by a Qualified Insurer, or
        (b) separate insurance concurrent in form or contributing in the event of
        loss with that required in Section 3.1(1)
        to be
        furnished by, or which may be required to be furnished by, Borrower. In the
        event Borrower obtains separate insurance or an umbrella or a blanket policy,
        Borrower shall notify the Administrative Agent of the same and shall cause
        certified copies of each Policy to be delivered as required in Section 3.1(1).
        Notwithstanding anything to the contrary set forth in this Section
        3.1,
        Administrative Agent hereby confirms that it approves (i) provided that Borrower
        remains in compliance with its obligations under this Article with respect
        to
        the maintenance of insurance, the terms of the existing Property Insurance
        Sharing Agreement among Borrower and certain of its Affiliates, and (ii)
        provided that Borrower remains in compliance with its obligations under this
        Article with respect to the maintenance of insurance, that the insurance
        premiums are financed through one or more financing companies (individually
        and/or collectively, the “Blanket
        Insurance Premium Financing Arrangement”)
        to
        whom Borrower pays Borrower’s allocable share of the annual initial deposit and
        the monthly payments due for each blanket policy to the applicable finance
        company (with respect to each blanket policy, such monthly payment, together
        with one-twelfth (1/12th)
        of the
        allocable share of the annual initial deposit necessary to accumulate such
        allocable share for such policy at least thirty (30) days prior to its due
        date,
        each a “Financing
        Installment”);
        provided
        that,


       


      
        
           

          
          

        

        
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      notwithstanding
        clause
        (i)
        or
(ii)
        above,
        all insurance proceeds shall be applied in accordance with the terms set
        forth
        in this Article
        III.

       

      (4) All
        Policies provided for or contemplated by Section 3.1(1)
        hereof,
        except for the Policy referenced in Section 3.1(1)(e),
        shall
        name the Administrative Agent (for the benefit of the Lenders) as additional
        insured under liability policies and as mortgagee/loss payee under property
        policies, as their respective interests may appear, and in the case of property,
        boiler and machinery, and flood insurance, shall contain a so called
        New York standard non-contributing mortgagee clause, or its equivalent, in
        favor of the Administrative Agent providing that the loss thereunder shall
        be
        payable to the Administrative Agent in accordance with the terms of this
        Agreement.

       

      (5) All
        Policies provided for in Section 3.1(1)(a)
        hereof
        shall contain clauses or endorsements to the effect that:

       

      (a) no
        willful act or negligence of Borrower, or anyone acting for Borrower, or
        failure
        to comply with the provisions of any Policy which might otherwise result
        in a
        forfeiture of the insurance or any part thereof, shall in any way affect
        the
        validity or enforceability of the insurance insofar as the Administrative
        Agent
        is concerned;

       

      (b) the
        Policy shall not be materially changed (other than to increase the coverage
        provided thereby) or cancelled without at least thirty (30) days’ written
        notice (or ten (10) days’ written notice, in the case of non payment of
        premium) to the Administrative Agent and any other party named therein as
        an
        insured;

       

      (c) each
        Policy shall provide that the issuers thereof shall give written notice to
        the
        Administrative Agent if the Policy has not been renewed fifteen (15) days
        prior to its expiration; and

       

      (d) the
        Administrative Agent shall not be liable for any insurance premiums thereon
        or
        subject to any assessments thereunder.

       

      (6) If
        at any
        time the Administrative Agent is not in receipt of written evidence that
        all
        insurance required hereunder is in full force and effect, the Administrative
        Agent shall have the right, on five (5) Business Days’ notice to Borrower
        to take such action as the Administrative Agent deems necessary to protect
        its
        interest in the Project, including, without limitation, the obtaining of
        such
        insurance coverage as the Administrative Agent in its sole and absolute
        discretion deems appropriate, and all expenses incurred by the Administrative
        Agent in connection with such action or in obtaining such insurance and keeping
        it in effect shall be paid by Borrower to the Administrative Agent upon demand
        and until paid shall be secured by the Security Documents and shall bear
        interest at the Default Rate.

       

      (7) In
        the
        event of a foreclosure of the Mortgage, or other transfer of title to Project
        in
        extinguishment in whole or in part of the Loans, all right, title and interest
        of Borrower in and to the Policies then in force and all proceeds payable
        thereunder shall thereupon vest in the purchaser at such foreclosure or Lenders
        or other transferee in the event of such other transfer of title.

       

       


      
        
           

          
          

        

        
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      (8) Borrower
        shall give immediate written notice of any loss in excess of $500,000 to
        the
        insurance carrier and to the Administrative Agent. Borrower hereby irrevocably
        authorizes and empowers the Administrative Agent, as attorney in fact for
        Borrower coupled with an interest, to make proof of loss, to adjust and
        compromise any claim under insurance policies, to appear in and prosecute
        any
        action arising from such insurance policies, to collect and receive insurance
        proceeds, and to deduct therefrom the Administrative Agent’s expenses incurred
        in the collection of such proceeds. Nothing contained in this Section 3.1(8),
        however, shall require the Administrative Agent or any Lender to incur any
        expense or take any action hereunder.

       

      Section 3.2 Condemnation
        Awards.
        Borrower shall immediately notify the Administrative Agent of the institution
        of
        any proceeding for the condemnation or other taking of the Project or any
        portion thereof. The Administrative Agent may participate in any such proceeding
        and Borrower will deliver to the Administrative Agent all instruments necessary
        or required by the Administrative Agent to permit such participation. Without
        the Administrative Agent’s prior consent (subject to the approval of the
        Majority Lenders), Borrower (1) shall not agree to any compensation or
        award, and (2) shall not take any action or fail to take any action which
        would cause the compensation to be determined. All awards and compensation
        for
        the taking or purchase in lieu of condemnation of the Project or any part
        thereof are hereby assigned to and shall be paid to the Administrative Agent.
        Borrower authorizes the Administrative Agent to collect and receive such
        awards
        and compensation, to give proper receipts and acquittances therefor, and
        in the
        Administrative Agent’s sole and absolute discretion (which the Administrative
        Agent shall exercise at the direction of the Majority Lenders) to apply the
        same
        toward the payment of the Loans, notwithstanding that the Loans may not then
        be
        due and payable, or to the restoration of the Project; provided,
        however,
        if the
        award is less than or equal to the Threshold Amount and Borrower requests
        that
        such proceeds be used for non structural site improvements (such as landscape,
        driveway, walkway and parking area repairs) required to be made as a result
        of
        such condemnation, the Administrative Agent will apply the award to such
        restoration in accordance with disbursement procedures applicable to insurance
        proceeds set forth in Section 3.3
        provided
        there exists no Potential Default or Event of Default. Borrower, upon request
        by
        the Administrative Agent, shall execute all instruments requested to confirm
        the
        assignment of the awards and compensation to the Administrative Agent, free
        and
        clear of all liens, charges or encumbrances.

       

      Section 3.3 Use
        and Application of Insurance Proceeds.
        The
        Administrative Agent shall apply insurance proceeds to costs of restoring
        the
        Project or the Loans as follows:

       

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

       

      (2) if
        the
        loss exceeds the Threshold Amount but is not more than ten percent (10%)
        of the
        replacement value of the improvements (for projects containing multiple phases
        or stand alone structures, such calculation to be based on the damaged phase
        or
        structure, not the project as a whole), the Administrative Agent shall apply
        the
        insurance proceeds to restoration provided that at all times during such
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      exists;
        (b) the Administrative Agent determines that there are sufficient funds
        available to restore and repair the Project to a condition approved by the
        Administrative Agent; (c) the Administrative Agent determines that the net
        operating income of the Project during restoration will be sufficient to
        pay
        debt service on the Loans (taking into account available interest reserves
        under
        the Loan); (d) the Administrative Agent determines (based on leases which
        will remain in effect after restoration is complete) that after restoration
        the
        Pro Forma Debt Service Coverage Ratio will be at least 1.25:1; (e) the
        Administrative Agent determines that restoration and repair of the Project
        to a
        condition approved by the Administrative Agent will be completed within six
        months after the date of loss or casualty and in any event ninety (90) days
        prior to the Maturity Date; (f) Borrower promptly commences and is
        diligently pursuing restoration of the Project, subject to Unavoidable Delay;
        provided that the Construction Work is completed by the Completion Date;
        and
        (g) if still applicable, the Administrative Agent shall have unilaterally
        determined that the Completion Guaranty shall remain in full force and effect
        during the period of restoration, or the Guarantor shall have executed and
        delivered to the Administrative Agent a guarantee of completion with respect
        to
        all restoration in substantially the same form as the Completion Guaranty
        and
        otherwise reasonably satisfactory to the Administrative Agent;
        and

       

      (3) if
        the
        conditions set forth above are not satisfied or the loss exceeds the maximum
        amount specified in Section 3.3(2)
        above,
        in the Administrative Agent’s sole and absolute discretion, the Administrative
        Agent may (subject to the approval of the Majority Lenders) apply any insurance
        proceeds it may receive to the payment of the Loans or allow all or a portion
        of
        such proceeds to be used for the restoration of the Project, and if the
        Administrative Agent elects to apply the proceeds to pay down the Loans,
        then
        the Administrative Agent may (but shall not be obligated to) direct Borrower
        to
        terminate any Lease that Borrower is permitted to terminate as a result of
        such
        casualty or condemnation, if the Administrative Agent reasonably believes
        that
        the conditions giving rise to Borrower’s right to terminate such Lease as result
        of such casualty or condemnation then exist, and Borrower shall deliver such
        notices of termination to the tenants under such Leases in accordance with
        their
        respective terms. 

       

      Section 3.4 Disbursement
        of Proceeds.

       

      (1) The
        insurance proceeds shall be held by the Administrative Agent in the
        Casualty/Taking Account in accordance with the Cash Management Agreement
        and,
        until disbursed in accordance with the provisions of this Section 3.4,
        shall
        constitute additional security for the Loans. Upon receipt of evidence
        reasonably satisfactory to the Administrative Agent that all the conditions
        precedent to such advance, including those set forth in Section 3.3(2)
        above,
        have been satisfied, the insurance proceeds shall be disbursed by the
        Administrative Agent to, or as directed by, Borrower from time to time during
        the course of the restoration in substantially the same manner and subject
        to
        similar conditions as if such advances were being made in connection with
        a
        construction loan, such manner of disbursement and conditions to be determined
        by the Administrative Agent, including the Administrative Agent’s receipt of
        (A) advice from a Restoration Consultant (who shall be employed by the
        Administrative Agent at Borrower’s sole expense) that the work completed or
        materials installed conform to said budget and plans, as approved by the
        Administrative Agent, (B) evidence that all materials installed and work
        and labor performed to the date of the applicable advance (except to the
        extent
        that they are to be paid for out of the requested disbursement) in connection
        with the restoration have been paid for in full, including the receipt of
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      certificates,
        surveys, receipted bills, releases, title policy endorsements and such other
        evidences of cost, payment and performance satisfactory to the Administrative
        Agent, and (C) evidence that there exist no notices of pendency, stop
        orders, mechanic’s or materialman’s liens or notices of intention to file same,
        or any other Liens of any nature whatsoever on the Project which are not
        being
        contested or have not either been fully bonded to the reasonable satisfaction
        of
        the Administrative Agent and discharged of record or in the alternative fully
        insured to the reasonable satisfaction of the Administrative Agent under
        the
        title policy obtained in connection with the Loans made herein.

       

      (2) All
        plans
        and specifications required in connection with the restoration shall be subject
        to prior review and approval (such approval not to be unreasonably withheld)
        in
        all respects by the Administrative Agent and by an independent consulting
        engineer selected by the Administrative Agent (the “Restoration
        Consultant”).
        The
        Administrative Agent shall have the use of the plans and specifications and
        all
        permits, licenses and approvals required or obtained in connection with the
        restoration. The identity of the contractors, subcontractors and materialmen
        engaged in the restoration, as well as all contracts having a cost in excess
        of
        $500,000, shall be subject to prior review and approval by the Administrative
        Agent and the Restoration Consultant. All reasonable out-of-pocket costs
        and
        expenses incurred by the Administrative Agent in connection with making the
        insurance proceeds available for the restoration including reasonable counsel
        fees and disbursements and the Restoration Consultant’s fees, shall be paid by
        Borrower. Borrower shall also obtain, at its sole cost and expense, all
        necessary government approvals as and when required in connection with such
        restoration and provide copies thereof to the Administrative Agent and
        Restoration Consultant.

       

      (3) In
        no
        event shall the Administrative Agent be obligated to make disbursements of
        the
        insurance proceeds in excess of an amount equal to the costs actually incurred
        from time to time for work in place as part of the restoration, as certified
        by
        the Restoration Consultant, minus the Restoration Retainage. The term
“Restoration
        Retainage”
shall
        mean the greater of (i) an amount equal to ten percent (10%) of the costs
        actually incurred for work in place as part of the restoration, as certified
        by
        the Restoration Consultant and (ii) the amount actually held back by
        Borrower from contractors, subcontractors and materialmen engaged in the
        restoration. The Restoration Retainage shall not be released until the
        Restoration Consultant certifies to the Administrative Agent that the
        restoration has been substantially completed in accordance with the provisions
        of this Section 3.4,
        subject
        to punch-list items and other non-material items of work and that all approvals
        necessary for the re-occupancy and use of the Project have been obtained
        from
        all appropriate governmental authorities, and the Administrative Agent receives
        evidence reasonably satisfactory to the Administrative Agent that the costs
        of
        the restoration have been paid in full or will be paid in full out of the
        Restoration Retainage; provided,
        however,
        that
        the Administrative Agent will release the portion of the Restoration Retainage
        being held with respect to any contractor, subcontractor or materialman engaged
        in the restoration as of the date upon which the Restoration Consultant
        certifies to the Administrative Agent that such contractor, subcontractor
        or
        materialman has satisfactorily completed all work and has supplied all materials
        in accordance with its contract, and the Administrative Agent receives lien
        waivers and evidence of payment in full of all sums due to such contractor,
        subcontractor or materialman as may be reasonably requested by the
        Administrative Agent or by the title company issuing the title policy, and
        the
        Administrative Agent receives an endorsement to the title policy insuring
        the
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      Mortgage
        and evidence of payment of any premium payable for such endorsement. If required
        by the Administrative Agent, the release of any such portion of the Restoration
        Retainage shall be approved by the surety company, if any, which has issued
        a
        payment or performance bond with respect to such contractor, subcontractor
        or
        materialman.

       

      (4) The
        Administrative Agent shall not be obligated to make disbursements of the
        insurance proceeds more frequently than once per month.

       

      (5) If
        at any
        time the insurance proceeds or the undisbursed balance thereof shall not,
        in the
        reasonable opinion of the Administrative Agent in consultation with the
        Restoration Consultant, be sufficient to pay in full the balance of the costs
        which are estimated by the Restoration Consultant to be incurred in connection
        with the completion of the restoration, Borrower shall deposit the deficiency
        (the “Insurance
        Proceeds Deficiency”)
        with
        the Administrative Agent within ten (10) Business Days of the
        Administrative Agent’s request and before any further disbursement of the
        insurance proceeds shall be made. The Insurance Proceeds Deficiency shall
        be
        held in the Casualty/Taking Account in accordance with the Cash Management
        Agreement and shall be disbursed for costs actually incurred in connection
        with
        the restoration on the same conditions applicable to the disbursement of
        the
        insurance proceeds, and, until so disbursed, shall constitute additional
        security for the Loans.

       

      (6) All
        insurance proceeds not required to be made available for the restoration
        above may (i) be retained and applied by the Administrative Agent toward
        the payment of the Loans, whether or not then due and payable, in such order,
        priority and proportions as the Administrative Agent in its sole and absolute
        discretion shall deem proper, or, (ii) at the sole and absolute discretion
        of the Administrative Agent, the same may be paid, either in whole or in
        part,
        to Borrower for such purposes and upon such conditions as the Administrative
        Agent shall designate.

       

      (7) Notwithstanding
        any casualty, Borrower shall continue to make payments with respect to the
        outstanding principal amount in the manner provided in the Notes, this Agreement
        and the other Loan Documents and the outstanding principal amount shall not
        be
        reduced unless and until (i) any insurance proceeds or condemnation award
        shall have been actually received by the Administrative Agent, (ii) the
        Administrative Agent shall have deducted its reasonable expenses of collecting
        such proceeds and (iii) the Administrative Agent shall have applied any
        portion of the balance thereof to the repayment of the outstanding principal
        amount in accordance with Section 4.3.
        The
        Lenders shall not be limited to the interest paid on any condemnation award
        but
        shall continue to be entitled to receive interest as provided in Article 2.

       

      ARTICLE 4 

       

      


       

      Disbursements
        of the Loans

       

      Section 4.1 General
        Conditions.

       

      (1) Subject
        to (a) Borrower’s satisfaction of the applicable conditions precedent set
        forth in Schedule 4
        and
        (b) Borrower’s compliance with the applicable provisions of this
Article 4,
        the
        Lenders shall disburse the proceeds of each Loan within ten (10) Business
        Days after the Administrative Agent’s receipt of all of the documents and items
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      or
        received pursuant to Schedule 4
        and this
Article 4;
        provided,
        however,
        that at
        no time shall the Lenders be obligated to:

       

      (iii) advance
        to Borrower more than the amount that Borrower has funded from its own monies
        or
        is then required to fund to the party seeking payment or, in the case of
        reimbursement, to the party seeking reimbursement (subject to Retainage,
        if
        applicable),

       

      (iv) make
        an
        advance if the Loans are not In Balance in accordance with Section 4.3,

       

      (v) subject
        to possible reallocation in accordance with Section 4.5,
        advance
        proceeds of a Loan in an amount in excess of the Budget Line Items set forth
        in
        the Budget, as the same may be adjusted in accordance with the terms of this
        Agreement,

       

      (vi) make
        any
        Loans to the extent any Net Cash Flow has not been applied in accordance
        with
Section 4.6(1),

       

      (vii) except
        as
        provided in Section 4.7
        hereof,
        advance any portion of the Retainage,

       

      (viii) except
        as
        provided in Section 4.8
        hereof,
        make any Loans with respect to materials not yet incorporated into the
        Improvements,

       

      (ix) make
        an
        advance in connection with any Change Order for which the Administrative
        Agent’s
        approval is required under Section 9.26(2)
        which
        has not been approved by the Administrative Agent in accordance with
Section 9.26(2),

       

      (x) make
        any
        Loans for any Tenant Improvement Work if it relates to a lease that is not
        an
        Approved Lease that meets the requirements of Section 4.9
        hereof,

       

      (xi) make
        any
        Loans for any subcontractor until (A) in the case of a Major Subcontractor,
        such Major Subcontractor has been approved by the Administrative Agent and
        has
        duly executed and delivered to the Administrative Agent the applicable consent
        and attornment agreement in substantially the form attached to the General
        Assignment, (B) in the case of any subcontractor, has duly entered into a
        subcontract with the General Contractor with respect to its applicable portion
        of the Construction Work, a copy (certified by an authorized officer of
        Borrower) of such subcontract has been delivered to the Administrative Agent,
        and (C) in the case of any subcontractor under a Major Subcontract or
        required to be bonded pursuant to any General Contract, the work to be performed
        by such subcontractor is covered by a Bond (or, in lieu thereof, a Subguard
        Policy in form and substance satisfactory in all respects to the Administrative
        Agent and the Construction Consultant, provided that the Administrative Agent
        shall receive satisfactory evidence that each subcontractor under a Major
        Subcontract which is covered by a Subguard Policy and not a Bond is bondable);
        or

       

       


      
        
           

          
          

        

        
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      (xii) make
        any
        Loans with respect to any sums due a Design Professional, until such Design
        Professional has duly entered into a contract with Borrower, a copy (certified
        by an Authorized Officer of Borrower) of such contract has been delivered
        to the
        Administrative Agent, and such Design Professional has duly executed and
        delivered to the Administrative Agent the applicable Consent and Agreement
        in
        substantially the form attached to the General Assignment.

       

      (2) Notwithstanding
        anything to the contrary contained in this Agreement, the Lenders shall have
        no
        obligation to advance any Loan unless the Administrative Agent is, at all
        times,
        reasonably satisfied that the Improvements can be constructed Lien free (subject
        to borrower’s right to contest set forth in Section 9.23),
        substantially in accordance with the Plans and Specifications (or the Tenant
        Improvement Plans in the case of Tenant Improvement Work) for the sums set
        forth
        in the Budget (or, if more, Borrower has furnished the difference in cash
        or
        cash equivalents, subject to the provisions of Section 4.3,
        Section 4.4
        and
Section 4.5),
        by the
        Completion Date or, with respect to Tenant Improvement Work, such date as
        shall
        be required for the completion of the applicable Tenant Improvement Work
        under
        an Approved Lease. The Administrative Agent will give notice to Borrower
        of its
        intention not to authorize disbursement of any Loan proceeds based on the
        foregoing.

       

      Section 4.2 Procedure
        for Making Disbursements of Loan Proceeds.

       

      (1) After
        the
        Closing Date, disbursements shall be made from time to time as construction
        progresses pursuant to a Request for Loan Advance in the form attached hereto
        as
Exhibit F,
        but no
        more frequently than once in each calendar month.

       

      (2) Each
        Request for Loan Advance shall (a) be duly executed by an Authorized
        Officer on behalf of Borrower, (b) be submitted to the Administrative Agent
        and the Construction Consultant not less than ten (10) Business Days prior
        to the proposed disbursement date for such Loans, (c) specify the items to
        be paid or reimbursed with the proceeds of the requested Loans, (d) include
        the documentation required to be included therewith under Schedule 4
        and
        (e) be in the minimum amounts required under Section 2.8(4).

       

      (3) All
        advances of the Loans shall be made for the payment of Project Costs in
        accordance with the Budget upon Borrower’s satisfaction of the applicable
        conditions set forth in this Article 4
        and
Schedule 4
        -
        Parts A,
        B,
        and
C,
        as
        applicable.

       

      (4) In
        the
        event Borrower does not request a disbursement within thirty (30) days
        after the previous disbursement of a Loan, Borrower shall nonetheless within
        such thirty (30) day period and during each subsequent thirty (30) day
        period in which Borrower does not request a disbursement of the Loan, satisfy
        the conditions precedent to disbursements set forth in this
        Agreement.

       

      Section 4.3 Loan
        Balancing.
        Borrower represents that the Budget sets forth all anticipated costs to be
        incurred by Borrower in connection with the ownership, development,
        construction, financing, marketing, maintenance and leasing of the Project
        from
        time to time through the Maturity Date as extended pursuant to Section 2.5
        hereof.
        If at any time, the projected costs anticipated to be incurred for any
        Construction Work included in any individual Budget Line Item exceeds the
        amount
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      Budget
        Line Item (as the same may be adjusted in accordance with the terms of this
        Agreement and taking into account (provided that no “Event of Default” then
        exists under (and as such term is defined in) the Minimum Equity Guaranty)
        a
        credit for all portions of the Delayed Equity Contribution for which the
        Guarantor remains liable under the Minimum Equity Guaranty), as determined
        by
        the Administrative Agent and the Construction Consultant in their reasonable
        discretion (including any such determination that the undisbursed Loan proceeds
        allocated for the payment of future interest, including any Additional Interest
        (the “Interest
        Reserve”)
        is
        insufficient) based on any factors whatsoever, including (1) the
        Administrative Agent’s projections of interest rates for period(s) up to and
        including the full remaining term of the Loan (and permitted extensions);
        (2) the effect of any Hedge Agreement; (3) cost overruns or Change
        Orders; or (4) failure of the Improvements to lease at the rate of
        absorption or otherwise at rates and terms projected by Borrower, then the
        Loans
        shall be deemed not “In Balance.” If the Loans are deemed not “In Balance,” then
        Borrower shall, at the Administrative Agent’s option, within ten (10)
        Business Days after written notice from the Administrative Agent either
        (a) deposit with the Administrative Agent an amount sufficient to cover
        such deficiency (a “Deficiency
        Deposit”),
        which
        Deficiency Deposit shall be deposited with the Administrative Agent in the
        Controlled Account or (b) make one or more equity contributions to be used
        by Borrower to pay costs that will bring the Loans In Balance (an “Equity
        Balancing Contribution”),
        including contributions to pay future interest and Additional Interest. The
        Administrative Agent shall not be required to authorize any disbursement
        of any
        Loans before receiving (i) payment of any such Deficiency Deposit and
        the
        prior
        application of such Deficiency Deposit to the payment of Project Costs so
        as to
        bring the Loans In Balance or (ii) verification (in a manner consistent
        with the verification of the use of other equity contributions of Borrower
        in
        accordance with Schedule 4)
        that an
        Equity Balancing Contribution has been made and the proceeds thereof used
        for
        the payment of Project Costs so as to bring the Loans In Balance. Failure
        of
        Borrower to provide satisfactory verification of an Equity Balancing
        Contribution as required above shall be deemed Borrower’s election to make a
        Deficiency Deposit. The amounts available within the line items for Hard
        Costs
        Contingency and Soft Costs Contingency from time to time shall be deemed
        to be
        costs for purposes of determining whether the Loans are In Balance. So long
        as
        the events referred to in the second sentence of this Section 4.3
        do not
        exist, the Loans shall be deemed “In Balance”. If an Event of Default shall
        occur and be continuing, the Administrative Agent (subject to the provisions
        of
Section 14.3)
        may, at
        its option, in addition to exercising any other rights or remedies available
        under the Loan Documents, (A) apply any unexpended Deficiency Deposit to
        the costs of completion of the Improvements and/or (B) apply any unexpended
        Deficiency Deposit to the immediate reduction of any amounts due under the
        Notes
        and the other Loan Documents.

       

      Section 4.4 Budget
        Contingencies.
        The
        Budget contains line items designated for contingency (a) for Hard Costs
        (“Hard
        Costs Contingency”),
        the
        amount of which Hard Cost Contingency shall be equal to five percent (5%)
        of the
        amount for Hard Costs, and (b) Soft Costs (the “Soft
        Costs Contingency”)
        the
        amount of which Soft Cost Contingency shall be equal to five percent (5%)
        of the
        amount for Soft Costs, in each case, relating to the uncompleted portion
        of the
        Construction Work as of the Closing Date and taking into account the amount
        of
        contingency set forth in the General Contract. The Hard Costs Contingency
        and
        the Soft Costs Contingency shall collectively be referred to as the
“Contingency
        Fund”,
        which
        represent amounts necessary to provide reasonable assurances to the
        Administrative Agent and the Lenders that funds are available within the
        Budget
        if additional costs, expenses and/or delays 

       


      
        
           

          
          

        

        
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      are
        incurred or additional interest accrues on the Loans, or other unanticipated
        events or problems occur. The Administrative Agent may, in its reasonable
        discretion, re-allocate the required amount of the Contingency Fund to other
        Budget Line Items from time to time. Upon request of Borrower, the
        Administrative Agent may (but shall not be obligated to do so), from time
        to
        time in its sole and absolute discretion, disburse the Contingency Fund or
        portions thereof to Borrower (thereby reducing the amount of the same) for
        use
        under the Budget Line Items to which they are re-allocated (subject to the
        provisions of the preceding sentence). Borrower agrees that the decisions
        with
        respect to utilizing any portion of the Contingency Fund shall be made by
        the
        Administrative Agent in its reasonable discretion and that the Loans may
        not be
        In Balance, and Borrower may be required to make a Deficiency Deposit or
        Equity
        Balancing Contribution, even if funds remain in the Contingency
        Fund.

       

      Section 4.5 Budget
        Line Items.
        The
        Budget includes as line items (collectively, “Budget
        Line Items”)
        the
        cost of all labor, materials, equipment, fixtures and furnishings needed
        for the
        completion of all Construction Work, and all other costs, fees and expenses
        relating to the Construction Work and the operation of the Project. Borrower
        agrees that all Loans shall be used only for the Budget Line Items for which
        such Loans are made (as re-allocated from time to time in accordance with
        the
        terms of this Agreement). Borrower agrees that the Administrative Agent may,
        at
        any time and from time to time without prior written notice to Borrower,
        authorize the disbursement of the Budget Line Items for the purposes for
        which
        they have been set aside, or for any other purposes related to the Construction
        Work or otherwise provided for in the Budget as the Administrative Agent
        may
        determine, either by payment of such items or by reimbursement to Borrower
        for
        payments actually made by Borrower for such items. The Administrative Agent
        shall not be obligated to authorize the disbursement of any amount for any
        category of costs set forth as a Budget Line Item which is greater than the
        amount set forth for such category in the applicable Budget Line Item. Subject
        to the Administrative Agent’s prior consent, which shall not be unreasonably
        withheld, conditioned or delayed, Borrower may apply savings from one Budget
        Line Item to cost overruns in another Budget Line Item or to the Contingency
        Fund, or to any other unbudgeted Project Cost provided (a) there are no
        Events of Defaults existing, (b) all costs to be paid out of the Budget
        Line Item from which funds are being re-allocated have been paid or sufficient
        sums remain in said line item to pay such costs when the same become due,
        (c) said savings are actual savings and are documented to the satisfaction
        of the Administrative Agent and the Construction Consultant in their reasonable
        discretion, (d) such reallocation will not violate the provisions of the
        Lien Law or affect the priority of the Mortgage on the Project and (e) the
        Administrative Agent, at Borrower’s sole cost and expense, obtains CLTA
        Endorsement No. 101.11 or equivalent to the Title Policy insuring against
        any
        loss by reason of the establishment of priority over the lien of the Mortgage
        of
        any statutory lien for services, labor or materials arising out of any work
        of
        improvement under construction or completed on or prior to the date of such
        endorsement , as a result of the reallocation of such Budget Line
        Item.

       

      Section 4.6 Interest;
        Fees; and Expenses.

       

      (1) Included
        in the Budget are projected amounts for (a) interest on the Loans,
        (b) the Agency Fee, (c) the fees and expenses of the Construction
        Consultant, the Administrative Agent’s counsel and the Title Company and
        (d) the fees and expenses related to the recording of the Mortgage. Subject
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      Schedule 4
        and this
Article 4,
        Borrower may in any Request for Loan Advance request advances for the purpose
        of
        paying the aforesaid items due at such time, in which event the Administrative
        Agent shall be authorized and is hereby directed to disburse the amount thereof
        to the Persons entitled to such payments. Notwithstanding anything to the
        contrary contained in this Agreement or the other Loan Documents, Borrower
        shall
        not have the right to request the advance of any Loans for any items covered
        by
clauses (a)
        through
(d)
        above
        to the
        extent Net Cash Flow is available to pay such items. 

       

      (2) Borrower
        hereby authorizes the Administrative Agent to disburse the proceeds of any
        Loan
        to pay (a) interest accrued on the Notes, (b) the Agency Fees,
        (c) the fees and expenses of the Construction Consultant, the
        Administrative Agent’s counsel and the Title Company, (d) any expenses
        payable in accordance with Section 12.5,
        and
        (e) any Date Down Endorsements, notwithstanding that Borrower may not have
        requested a disbursement of such amounts.

       

      (3) Subject
        to the provisions of Section 14.3,
        the
        Administrative Agent in its sole and absolute discretion may (but shall not
        be
        obligated to do so) direct the Lenders to make such Loans for disbursements
        authorized under this Section 4.6
        notwithstanding that the Loans are not In Balance or that a Potential Default
        or
        Event of Default exists under the terms of this Agreement or any other Loan
        Document. Such disbursements shall constitute a Loan and be added to the
        principal balance of the Notes, and the Lenders shall make the applicable
        Loans
        to fund any such disbursements. The authorization hereby granted is irrevocable,
        and no further direction or authorization from Borrower is necessary for
        the
        Lenders to make such disbursements. Nothing contained in this Section 4.6
        shall
        require the Administrative Agent to direct the Lenders to make Loans for
        payment
        of any of the items set forth in subsection (2)
        above if
        the other conditions set forth in this Agreement for Loans are not
        satisfied.

       

      Section 4.7 Retainage.

       

      (1) Disbursement
        of
        the
        available proceeds of each Loan with respect only to Hard Costs and Tenant
        Improvement Work shall be limited to ninety percent (90%) of the value of
        the
        Hard Costs and Tenant Improvement Work set forth in the applicable Request
        for
        Loan Advance until fifty percent (50%) of the work covered by a particular
        contract has been completed (as determined by the Construction Consultant,
        and,
        thereafter, the amount disbursed shall be increased to ninety-five percent
        (95%)
        of the Hard Costs and Tenant Improvement Work performed under that particular
        contract), with the remainder of the sums due for the work performed under
        such
        contract to be withheld and disbursed in compliance with Section 4.7(2)
        below;
        provided, however, that (a) in no event shall the percentage of the sums
        due which is withheld be less than the retainage percentage set forth in
        any
        contract or subcontract for such portion of the Improvements or any applicable
        lease with respect to Tenant Improvement Work and (b) if the Administrative
        Agent has, in its sole and absolute discretion, approved a contract or lease
        requiring less than ten percent (10%) of retainage, then the Administrative
        Agent shall disburse the proceeds of a Loan for more than ninety percent
        (90%)
        of the value of the Hard Costs and Tenant Improvement Work as required under
        any
        such contract or lease. The amounts authorized to be withheld pursuant to
        this
paragraph (1)
        being
        collectively referred to herein as the “Retainage.”
No
        Retainage will apply to Soft Costs. Notwithstanding anything in this
Section
        4.7(1)
        to the
        contrary, the General Contractor shall have the right to maintain a ten percent
        (10%) retainage under the terms of the General Contract.

       

       


      
        
           

          
          

        

        
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      (2) The
        Lenders shall advance Loans pursuant to a Request for Loan Advance to pay
        portions of the Retainage with respect to (a) each contract (including a
        Major Subcontract) prior to the completion of all Completion Work and
        (b) as to each Approved Lease for which advances for Hard Costs have been
        made for Tenant Improvement Work, within thirty (30) days after Borrower’s
        compliance with the following conditions to the satisfaction of the
        Administrative Agent with respect to such contracts and leases:

       

      (a) all
        of
        the work under such contract or the Tenant Improvement Work under the respective
        Approved Lease, as the case may be, is finally completed in accordance with
        the
        terms of such contract or Approved Lease and the applicable Plans and
        Specifications or Tenant Improvement Plans, as the case may be, and the
        Administrative Agent receives a certification to that effect from an Authorized
        Officer of Borrower and Borrower’s Architect and such work has been approved by
        the Construction Consultant;

       

      (b) the
        work
        performed by such contractor has been approved, to the extent such approval
        is
        required, by the Governmental Authorities having jurisdiction over the same
        and
        the applicable permits with respect to such work, if any, have been
        issued;

       

      (c) the
        contract or the Approved Lease, as the case may be, provides for such early
        release of the applicable Retainage;

       

      (d) the
        applicable contractor (including the General Contractor), subcontractor,
        materialman or other supplier with respect to which the Retainage is being
        released delivers to the Administrative Agent a final and complete unconditional
        release of Lien with respect to such work;

       

      (e) if
        and as
        required by the Administrative Agent, the Administrative Agent shall have
        received copies of any warranties, guaranties or “as built” drawings relating to
        the work performed by each such contractor, subcontractor, materialman or
        other
        supplier in connection with the Base Building Work or the Tenant Improvement
        Work, as the case may be; and

       

      (f) all
        other
        applicable requirements and conditions with respect to such advance of Loan
        proceeds are satisfied.

       

      Section 4.8 Stored
        Materials.

       

      (1) The
        Lenders shall advance the proceeds of Loans with respect to materials and
        equipment that are included in the Budget and are not yet incorporated into
        the
        Improvements as of the date of the applicable Loans, but are temporarily
        stored
        at the Project so long as the Administrative Agent shall have received the
        following items, each in form and substance reasonably satisfactory to the
        Administrative Agent:

       

      (a) evidence
        that Borrower has an obligation under the applicable contract, subcontract
        or
        purchase order to pay for such materials and equipment prior to their
        installation;

       

       


      
        
           

          
          

        

        
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      (b) evidence
        that the ownership of such materials and equipment is vested in Borrower
        free of
        any liens and claims of third parties, including, without limitation, bills
        of
        sale and conditional lien waivers from the respective contractor, subcontractor
        or vendor and that such material and equipment are clearly marked to indicate
        the ownership thereof by Borrower;

       

      (c) evidence
        that such stored materials are included within the coverages of insurance
        policies carried by Borrower or proof of other insurance (which shall include
        a
        standard mortgagee endorsement or its equivalent) which has been approved
        by the
        Administrative Agent;

       

      (d) evidence
        acceptable to the Administrative Agent and the Construction Consultant that
        the
        stored materials are reasonably protected against vandalism (casualty), theft
        or
        damage;

       

      (e) evidence
        that Loans made by the Lenders for said materials do not, at any one time,
        exceed, in the aggregate, $10,000,000, inclusive of the amount
        requested;

       

      (f) evidence
        that the Administrative Agent (on behalf of the Lenders) has a perfected
        first
        security interest in such material prior to or simultaneous with the making
        of
        such Loans;

       

      (g) evidence
        acceptable to the Administrative Agent and the Construction Consultant as
        to the
        identity, quality and quantity of same; and

       

      (h) evidence
        that all other applicable requirements and conditions with respect to such
        advance of Loan proceeds have been satisfied.

       

      (2) Unless
        otherwise approved by the Administrative Agent, the Lenders shall not be
        required to make any Loans with respect to any materials or equipment unless
        and
        until such materials and equipment are delivered to the Project or incorporated
        into the Improvements. Notwithstanding the foregoing, the Lenders shall make
        Loans with respect to materials, equipment and parts that are included in
        the
        Budget and are not yet incorporated into the Improvements as of the date
        of the
        applicable Loans, but are temporarily stored at sites other than the Project
        so
        long as the Administrative Agent shall have received the following items,
        each
        in form and substance satisfactory to the Administrative Agent:

       

      (a) satisfaction
        of the requirements set forth in Section 4.8(1)(a),
        (b),
        (d),
        (g) and
        (h)
        with
        respect to any such materials, equipment and parts;

       

      (b) evidence
        that upon payment the ownership of such fabricated materials, equipment and
        parts is vested in Borrower free of any liens and claims of third parties,
        including, without limitation, bills of sale and conditional lien waivers
        from
        the respective supplier and UCC searches with respect to the respective
        supplier;

       

      (c) evidence
        that the materials, equipment and parts are under the control of the applicable
        supplier and are being kept at bonded warehouse sites or otherwise stored
        in a
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      Construction
        Consultant, in each case in the U.S.A. and reasonably approved by the
        Administrative Agent and the Construction Consultant; and that such materials,
        equipment and parts shall have been clearly designated, marked or tagged
        to
        indicate ownership by Borrower and the security interest of the Administrative
        Agent (on behalf of the Lenders) therein;

       

      (d) evidence
        that advances made by the Lenders for said fabricated materials, equipment
        and
        parts do not, at any one time, exceed, in the aggregate, $5,000,000,
        inclusive of the amount requested, for such materials, equipment and parts
        stored in the U.S.A.; except that (i) Borrower may store up to $5,000,000
        of
        curtain wall materials currently stored off-site as of the Closing Date in
        Mexico (so long as all other requirements set forth in this Section
        4.8(2)
        regarding off-site stored materials are satisfied) and (ii) Borrower may
        store
        up to $5,000,000 of structural steel currently stored off-site as of the
        Closing
        Date elsewhere in the United States;

       

      (e) evidence
        that the Administrative Agent (on behalf of the Lenders) has a perfected
        first
        security interest (i.e.,
        Uniform
        Commercial Code filings or other applicable filings) in such materials,
        equipment and parts prior to or simultaneous with the making of such Loans,
        which requirement shall, if requested by the Administrative Agent in connection
        with the first advance for property stored in the applicable state (and in
        connection with any other advance in such state when the Administrative Agent
        reasonably believes that the collateral is substantially different from the
        type
        of collateral covered by the first opinion), be supported by the opinion
        of a
        local counsel in the state where the applicable equipment and parts are stored;
        and

       

      (f) the
        Construction Consultant and/or the Administrative Agent shall have the right
        to
        inspect such materials, equipment and parts and the locations where such
        equipment and parts are stored.

       

      (3) Except
        as
        otherwise set forth on Schedule
        4.8
        attached
        hereto, Borrower represents and warrants that, as of the Closing Date, there
        are
        no other materials that will be incorporated into the Project stored either
        at
        the Project or at sites other than the Project.

       

      Section 4.9 Tenant
        Improvement Work.

       

      (1) Subject
        to Section
        4.10,
        Loans
        shall be made to Borrower in connection with Tenant Improvement Allowances
        and
        Tenant Improvement Work in accordance with this Section 4.9.

       

      (2) The
        first
        request for disbursement for any Tenant Improvement Allowance in connection
        with
        a specific Approved Lease shall be accompanied by the following, all of which
        shall be subject to the reasonable approval of the Administrative Agent to
        the
        extent Borrower has approval rights with respect thereto pursuant to the
        terms
        of the applicable Approved Lease (any such approval or disapproval to be
        made by
        the Administrative Agent within a reasonably sufficient time for Borrower
        to
        comply with any time limits set forth in the applicable Approved Lease for
        Borrower’s response):

       

      (a) documentation
        required to be delivered by the applicable tenant pursuant to its respective
        Approved Lease;

       

       


      
        
           

          
          

        

        
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      (b) if
        not
        already delivered to the Administrative Agent, a fully executed lease (already
        approved by the Administrative Agent) covering such leased space;

       

      (c) copies
        of
        all contracts, if not previously delivered to the Administrative Agent, for
        the
        performance of such Tenant Improvement Work, to the extent tenant is obligated
        to provide such contracts to Borrower;

       

      (d) a
        cost
        breakdown for each trade performing such Tenant Improvement Work in such
        leased
        space, and an estimated commencement and completion date, to the extent tenant
        is obligated to provide such contracts to Borrower;

       

      (e) an
        estimate of all costs of the Tenant Improvement Work to be performed in such
        leased space which has not been contracted for or made subject to a work
        order
        or order to proceed, to the extent the tenant is obligated to provide such
        information to Borrower;

       

      (f) the
        Tenant Improvement Plans for the applicable leased space; and

       

      (g) copies
        of
        all Government Approvals required to commence such Tenant Improvement
        Work.

       

      (3) The
        Lender’s obligation to make disbursements of any Loans for Tenant Improvement
        Work shall be subject to the further condition precedent that all of the
        following requirements shall have been completed to the reasonable satisfaction
        of the Administrative Agent:

       

      (a) To
        the
        extent tenant is obligated to provide such things to Borrower, Borrower shall
        have furnished to the Administrative Agent and the Construction Consultant
        copies of all Change Orders, contracts or purchase orders relating to Tenant
        Improvement Work performed pursuant to the contracts described in this
Section 4.9;
        

       

      (b) Loans
        shall be made for Tenant Improvement Allowances only to the extent the
        applicable tenant is then entitled to receive such Tenant Improvement Allowance
        pursuant to the terms of its applicable Approved Lease;

       

      (c) Except
        for liens which are being contested by Borrower pursuant to Section
        9.23,
        no
        mechanic’s liens shall have been filed against the Project in connection with
        the work being performed under the applicable Approved Lease; and

       

      (d) Borrower
        shall have complied with all the other applicable conditions precedent to
        a
        disbursement of a Loan contained in Schedule 4
        and
Article 4
        of this
        Agreement.

       

      (4) The
        Administrative Agent’s obligation to make disbursements of the final Loans to
        Borrower for Tenant Improvement Work for any Approved Lease is subject to
        the
        further condition precedent that all of the following requirements shall
        have
        been completed to the reasonable satisfaction of the Administrative
        Agent:

       

       


      
        
           

          
          

        

        
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      (a) The
        applicable Tenant Improvement Work has been completed (except for Punch List
        Items) free of mechanics’ liens unless such liens shall be bonded or otherwise
        removed of record or the Title Company shall have provided affirmative coverage
        in accordance with Schedule 4
        -
        Part C;

       

      (b) The
        Administrative Agent and the Construction Consultant shall have received
        the
        following items in connection with each Loan:

       

      (iii) copies
        of
        all final waivers of lien (or conditional lien waivers) and sworn statements
        from contractors, subcontractors and material suppliers relating to the
        applicable Tenant Improvement Work;

       

      (iv) a
        certificate from Borrower’s Architect, the tenant’s architect or another
        architect satisfactory to the Administrative Agent that (A) the applicable
        Tenant Improvement Work has been substantially completed in accordance with
        the
        applicable Tenant Improvement Plans therefor previously approved by the
        Administrative Agent and (B) the applicable Tenant Improvement Work
        complies with all applicable building codes;

       

      (v) copies
        of
        all applicable Government Approvals required by any Governmental Authority
        for
        the occupancy and operation of the space covered by the applicable Approved
        Lease;

       

      (vi) an
        estoppel certificate, in a form reasonably acceptable to the Administrative
        Agent, from the tenant under the applicable Approved Lease pursuant to which
        such Tenant Improvement Work was constructed stating that such tenant
        (A) accepts the Tenant Improvement Work subject to Punch List Items (which,
        if incomplete on the date of final disbursement for such Tenant Improvement
        Work, the Administrative Agent may hold back an amount equal to (x) 115% of
        the estimated cost of completing such items from the final disbursement
minus
        (y) any Retainage that the Administrative Agent is still holding with
        respect to the applicable Tenant Improvement Work, such amount to be paid
        to
        Borrower on the completion of such items and the satisfaction of the
        requirements of Section 4.7
        with
        respect to Retainage, which Borrower shall diligently complete) and
        (B) accepts possession of the leased premises without qualification or
        reservation of any claims whatever (other than the aforementioned Punch List
        Items) against Borrower;

       

      (c) The
        Administrative Agent shall have received written advice from the Construction
        Consultant that the applicable Tenant Improvement Work has been substantially
        completed (except only for Punch List Items) in accordance with the Tenant
        Improvement Plans previously approved by the Administrative Agent;
        and

       

      (d) All
        of
        the applicable conditions precedent to any Loan under Schedule 4
        and
Article 4
        of this
        Agreement shall have been satisfied.

       

      Section 4.10 Tenant
        Improvement Allowances.

       

       


      
        
           

          
          

        

        
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      (1) Loans
        shall be made to Borrower in connection with Tenant Improvement Allowances
        as
        the same shall be payable pursuant to Approved Leases.

       

      (2) The
        first
        request for disbursement for any Tenant Improvement Allowance shall be
        accompanied by the following, all of which shall be subject to the reasonable
        approval of the Administrative Agent to the extent Borrower has any outstanding
        approval rights with respect thereto pursuant to the terms of the applicable
        Approved Lease (any such approval or disapproval to be made by the
        Administrative Agent within a reasonably sufficient time for Borrower to
        comply
        with any time limits set forth in the applicable Approved Lease for Borrower’s
        response):

       

      (a) documentation
        required to be delivered by the applicable tenant pursuant to its respective
        Approved Lease;

       

      (b) if
        not
        already delivered to the Administrative Agent, a fully executed lease (already
        approved by the Administrative Agent) covering such leased space, which lease
        shall be on market terms and shall provide that the applicable Tenant
        Improvement Allowance shall be disbursed by Borrower to the applicable tenant
        in
        accordance with the terms of its lease; and

       

      (c) all
        matters set forth in subsection (3)
        below.

       

      (3) The
        Administrative Agent’s obligation to make disbursements of any Loans for Tenant
        Improvement Allowances shall be subject to the further condition precedent
        that
        all of the following requirements shall have been completed to the reasonable
        satisfaction of the Administrative Agent to the extent Borrower has any approval
        rights with respect thereto pursuant to the terms of the applicable Approved
        Lease (any such approval or disapproval to be made by the Administrative
        Agent
        within a reasonably sufficient time for Borrower to comply with any time
        limits
        set forth in the applicable Approved Lease for Borrower’s
        response):

       

      (a) Borrower
        shall have promptly furnished to the Administrative Agent and the Construction
        Consultant all documents and other information relating to such Tenant
        Improvement Allowance which Borrower is entitled to receive in accordance
        with
        the applicable Approved Lease;

       

      (b) Loans
        shall be made for Tenant Improvement Allowances only to the extent the
        applicable tenant is then entitled to receive such Tenant Improvement Allowance
        pursuant to the terms of its applicable Approved Lease;

       

      (c) Except
        for liens which are being contested by Borrower pursuant to Section
        9.23,
        no
        mechanic’s liens shall have been filed against the Project in connection with
        the work being performed under the applicable Approved Lease; and

       

      (d) Borrower
        shall have complied with all the other applicable conditions precedent to
        a
        disbursement of a Loan contained in Schedule 4
        and
Article 4
        of this
        Agreement.

       

       


      
        
           

          
          

        

        
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      (4) The
        obligation of the Lenders to make the final Loan to Borrower for a Tenant
        Improvement Allowance for any Approved Lease is subject to the further condition
        precedent that all of the following requirements shall have been completed
        to
        the reasonable satisfaction of the Administrative Agent (in the case of
clause (b)
        below,
        to the extent Borrower has any approval rights with respect thereto pursuant
        to
        the terms of the applicable Approved Lease, any such approval or disapproval
        to
        be made by the Administrative Agent within a reasonably sufficient time to
        enable Borrower to comply with applicable time limits set forth in the
        applicable Approved Lease for Borrower’s response):

       

      (a) The
        applicable work covered by a Tenant Improvement Allowance has been completed,
        subject to Punch List Items, free of mechanics’ liens unless such liens shall be
        bonded or otherwise removed of record or the Title Company shall have provided
        affirmative coverage in accordance with Schedule 4
        - Part A,
        paragraph 11;

       

      (b) Borrower
        shall have promptly furnished to the Administrative Agent and the Construction
        Consultant all documents and other information relating to the final advance
        of
        the applicable Tenant Improvement Allowance which Borrower is entitled to
        receive in accordance with the applicable Lease; and

       

      (c) Borrower
        shall have complied with all the other applicable conditions precedent to
        a
        disbursement of a Loan contained in Schedule 4
        and
Article 4
        of this
        Agreement.

       

      Section 4.11 Unsatisfactory
        Work.
        If the
        Construction Consultant or the Administrative Agent shall determine that
        a
        portion of the Construction Work for which Loans are sought is Unsatisfactory
        Work, the Administrative Agent shall be entitled to (1) withhold from such
        Loans amounts sufficient to pay for the Unsatisfactory Work and (2) if such
        Unsatisfactory Work is significant such that the failure to correct the same
        will have a Material Adverse Effect, require the Construction Work to be
        stopped
        until such time as the Administrative Agent and the Construction Consultant
        are
        satisfied that the Unsatisfactory Work is corrected. No such action by the
        Administrative Agent shall be deemed to affect Borrower’s obligation to complete
        the Improvements on or before the Completion Date. The Lenders shall, subject
        to
        compliance by Borrower with all other applicable requirements of this Agreement,
        be required to make Loans with respect to such Unsatisfactory Work only after
        the Construction Consultant and the Administrative Agent shall have determined
        that the work which had been identified as Unsatisfactory Work has been
        corrected to the satisfaction of the Construction Consultant and the
        Administrative Agent.

       

      Section 4.12 Direct
        Loan Advances by the Administrative Agent.
        The
        Lenders shall, at the option of the Administrative Agent, advance all or
        any
        part of any particular Loan either (1) to Borrower for disbursement in
        accordance with a Request for Loan Advance, (2) if an Event of Default
        exists, directly to the General Contractor, a Major Subcontractor, other
        contractor, subcontractor, material supplier or other party any costs payable
        to
        such party, (3) if an Event of Default exists, at Borrower’s expense, to
        the Title Company which shall pay said monies to the parties as so instructed
        by
        the Administrative Agent and (4) if applicable, as contemplated by
Section 1.01(d)
        of the
        Completion Guaranty (whether the applicable work is being performed by the
        Guarantor or the Administrative Agent). The execution of this Agreement by
        Borrower shall, and hereby does, constitute an irrevocable 

       


      
        
           

          
          

        

        
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      authorization
        to the Lenders to make such direct advances provided for in clauses (2),
        (3)
        and
(4)
        above
        and no further authorization from Borrower shall be necessary to warrant
        such
        direct advances, and all such direct advances shall be secured by the Security
        Documents as fully as if made directly to Borrower, regardless of the
        disposition thereof by any party so paid. At the Administrative Agent’s request,
        any advance of Loan proceeds made by and through the Title Company may be
        made
        pursuant to the provisions of a construction escrow agreement in the form
        then
        in use by such company with such modifications thereto as are reasonably
        required by the Administrative Agent. Borrower agrees to join as a party
        to such
        escrow agreement and to comply with the requirements set forth therein (which
        shall be in addition to and not in substitution for the requirements contained
        in this Agreement) and to pay the fees and expenses of the Title Company
        charged
        in connection with the performance of its duties under such construction
        escrow
        agreement.

       

      Section 4.13 No
        Waiver or Approval by Reason of Loan Advances.
        The
        making of any Loans by the Lenders shall not be deemed an acceptance or approval
        by the Administrative Agent or the Lenders (for the benefit of Borrower or
        any
        third party) of the Construction Work or other work theretofore done or
        constructed or to the Lenders’ obligations to make further Loans, nor, in the
        event Borrower is unable to satisfy any condition, shall any such failure
        to
        insist upon strict compliance have the effect of precluding the Administrative
        Agent or the Lenders from thereafter declaring such inability to be an Event
        of
        Default as herein provided. The Administrative Agent’s and/or the Lenders’
waiver of, or failure to enforce, any conditions to or requirements associated
        with any Loans in any one or more circumstances shall not constitute or imply
        a
        waiver of such conditions or requirements in any other
        circumstances.

       

      Section 4.14 Construction
        Consultant.
        The
        Administrative Agent (on behalf of the Lenders) reserves the right to employ
        the
        Construction Consultant and any other consultants necessary, in the
        Administrative Agent’s reasonable judgment, to review Requests for Loan Advance
        and inspect all construction and the periodic progress of the same, the
        reasonable cost therefor to be borne by Borrower as a loan expense. Borrower
        shall make available to the Administrative Agent and the Construction Consultant
        on reasonable notice during business hours, all documents and other information
        (including, without limitation, receipts, invoices, lien waivers and other
        supporting documentation to substantiate the costs to be paid with the proceeds
        of any Request for Loan Advance) which any contractor or other Person entitled
        to payment for Construction Work is required to deliver to Borrower and shall
        use its best efforts to obtain any further documents or information reasonably
        requested by the Administrative Agent or the Construction Consultant in
        connection with any Loan or the administration of this Agreement. Borrower
        acknowledges and agrees that the Construction Consultant shall have no
        responsibilities or duties to Borrower, and shall be employed solely for
        the
        benefit of the Administrative Agent and the Lenders. No default of Borrower
        will
        be waived by an inspection by the Administrative Agent or the Construction
        Consultant. In no event will any inspection by the Administrative Agent or
        the
        Construction Consultant be a representation that there has been or will be
        compliance with the Plans and Specifications or that the Construction Work
        is
        free from defective materials or workmanship. Any and all provisions of this
        Agreement in respect of the Construction Consultant shall be enforceable
        solely
        by, and at the option of, the Administrative Agent, and Borrower shall not
        be a
        third-party beneficiary thereof. Any and all reports, advice or other
        information provided by the Construction Consultant to the Administrative
        Agent
        and/or the Lenders or otherwise produced by or in the 

       


      
        
           

          
          

        

        
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      possession
        of the Construction Consultant shall be confidential and Borrower shall have
        no
        right to obtain or review same.

       

      Section 4.15 Authorization
        to Make Loan Advances to Cure Borrower’s Defaults.
        If an
        Event of Default shall occur, the Administrative Agent (subject to the
        provisions of Section 14.3)
        may
        (but shall not be required to) perform any of such covenants and agreements
        with
        respect to which Borrower is in an Event of Default. Any amounts expended
        by the
        Administrative Agent in so doing and any amounts expended by the Administrative
        Agent in connection therewith shall constitute a Loan and be added to the
        outstanding principal balance of the Loans, and the Lenders shall make the
        applicable Loans to fund any such disbursements. The authorization hereby
        granted is irrevocable, and no prior notice to or further direction or
        authorization from Borrower is necessary for the Administrative Agent to
        make
        such disbursements.

       

      Section 4.16 Administrative
        Agent’s Right to Make Loan Advances in Compliance with the Completion
        Guaranty.
        Any
        Loan proceeds disbursed by the Administrative Agent as contemplated by
Section 1.01(c)
        of the
        Completion Guaranty (whether the applicable work is being performed by the
        Guarantor or the Administrative Agent) shall constitute a Loan and be added
        to
        the outstanding principal balance of the Loans, and the Lenders shall make
        the
        applicable Loans to fund any such disbursements. The authorization hereby
        granted is irrevocable and no prior notice to or further direction or
        authorization from Borrower is necessary for the Administrative Agent to
        make
        such disbursements.

       

      Section 4.17 No
        Third-Party Benefit.
        This
        Agreement is solely for the benefit of the Lenders, the Administrative Agent
        and
        Borrower. All conditions of the obligations of the Lenders to make advances
        hereunder are imposed solely and exclusively for the benefit of the Lenders
        and
        may be freely waived or modified in whole or in part by the Lenders at any
        time
        if in their sole and absolute discretion they deem it advisable to do so,
        and no
        Person other than Borrower (provided,
        however,
        that
        all conditions have been satisfied) shall have standing to require the Lenders
        to make any Loan advances or shall be a beneficiary of this Agreement or
        any
        advances to be made hereunder.

       

      ARTICLE 5

       

      


       

      Environmental
        Matters

       

      Section 5.1 Certain
        Definitions.
        As used
        herein, the following terms have the meanings indicated:

       

      (1) “Environmental
        Claim”
means,
        with respect to any Person, any written request for information by a
        Governmental Authority, or any written notice, notification, claim,
        administrative, regulatory or judicial action, suit, judgment, demand or
        other
        written communication by any Person or governmental authority alleging or
        asserting liability with respect to Borrower or the Project, whether for
        damages, contribution, indemnification, cost recovery, compensation, injunctive
        relief, investigatory, response, remediation, damages to natural resources,
        personal injuries, fines or penalties arising out of, based on or resulting
        from
        (a) the presence, use or release into the environment of any Hazardous
        Materials originating at or from, or otherwise affecting, the Project,
        (b) any fact, circumstance, condition or occurrence 

       


      
        
           

          
          

        

        
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      forming
        the basis of any violation, or alleged violation, of any Environmental Law
        by
        Borrower or otherwise affecting the health, safety or environmental condition
        of
        the Project or (c) any alleged injury or threat of injury to the
        environment by Borrower or otherwise affecting the Project.

       

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

       

      (3) “Environmental
        Liens”
means
        any Lien or other encumbrance imposed pursuant to any Environmental
        Law.

       

      (4) “Environmental
        Losses”
means
        any losses, damages, costs, fees, expenses, claims, suits, judgments, awards,
        liabilities (including, but not limited to, strict liabilities), obligations,
        debts, diminutions in value, fines, penalties, charges, costs of remediation
        (whether or not performed voluntarily), amounts paid in settlement, foreseeable
        and unforeseeable consequential damages, litigation costs, reasonable attorneys’
fees and expenses, engineers’ fees, environmental consultants’ fees, and
        investigation costs (including, but not limited to, costs for sampling, testing
        and analysis of soil, water, air, building materials, and other materials
        and
        substances whether solid, liquid or gas), of whatever kind or nature, and
        whether or not incurred in connection with any judicial or administrative
        proceedings, actions, claims, suits, judgments or awards relating to Hazardous
        Materials, Environmental Claims, Environmental Liens and violation of
        Environmental Laws.

       

      (5) “Hazardous
        Materials”
means
        (a) petroleum or chemical products, whether in liquid, solid, or gaseous
        form, or any fraction or by product thereof, (b) asbestos or asbestos
        containing materials, (c) polychlorinated biphenyls (PCBs), (d) radon
        gas, (e) underground storage tanks, (f) any explosive or radioactive
        substances, (g) lead or lead-based paint, (h) microbial or fungus
        contamination or infestation which could reasonably be anticipated (after
        due
        inquiry and investigation) to pose a risk to human health or the environment
        or
        negatively impact the value of the Property in any material respect, or
        (i) any other substance, material, waste or mixture which is or shall be
        listed, defined, or otherwise determined by any governmental authority to
        be
        hazardous, toxic, dangerous or otherwise regulated, controlled or giving
        rise to
        liability under any Environmental Laws.

       

      Section 5.2 Representations
        and Warranties on Environmental Matters.
        Borrower represents and warrants to the Administrative Agent and the Lenders
        that, to Borrower’s knowledge, except as set forth in the Site Assessment or in
        the reports previously disclosed to Administrative Agent as described on
        Schedule
        5.2
        attached
        hereto (true,
        correct and complete copies of which have been provided to the Administrative
        Agent and the Lenders by Borrower) and
        the
        naturally occurring materials listed on Schedule
        5.2,
        (1) no Hazardous Material is now or was formerly used, stored, generated,
        manufactured, installed, treated, discharged, disposed of or otherwise present
        at or about the Project or any property adjacent to the Project (except for
        ordinary construction materials, cleaning and other products currently used
        in
        connection with the construction, improvement or routine operation, maintenance
        or 

       


      
        
           

          
          

        

        
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      repair
        of
        the Project in full compliance with Environmental Laws), (2) all permits,
        licenses, approvals and filings required by Environmental Laws have been
        obtained, and the use, operation and condition of the Project do not, and
        did
        not previously, violate any Environmental Laws, (3) no civil, criminal or
        administrative action, suit, claim, hearing, investigation or proceeding
        has
        been brought or been threatened, nor have any settlements been reached by
        or
        with any parties or any Liens imposed in connection with the Project concerning
        Hazardous Materials or Environmental Laws and (4) no underground storage
        tanks exist at the Project.

       

      Section 5.3 Covenants
        on Environmental Matters.

       

      (1) Borrower
        shall (a) comply strictly and in all respects with applicable Environmental
        Laws; (b) notify the Administrative Agent immediately upon Borrower’s
        discovery of any spill, discharge, release or presence of any Hazardous Material
        at, upon, under, within, contiguous to or otherwise affecting the Project;
        (c) promptly remove or remediate such Hazardous Materials and remediate the
        Project in full compliance with Environmental Laws and in accordance with
        the
        recommendations and specifications of an independent environmental consultant
        approved by the Administrative Agent as necessary to comply with Environmental
        Laws; and (d) promptly forward to the Administrative Agent copies of all
        orders, notices, permits, applications or other communications and reports
        in
        connection with any spill, discharge, release or the presence of any Hazardous
        Material or any other matters relating to the Environmental Laws or any similar
        laws or regulations, as they may affect the Project or Borrower.

       

      (2) Borrower
        shall not cause, shall prohibit any other Person within the control of Borrower
        from causing, and shall use prudent, commercially reasonable efforts to prohibit
        other Persons (including tenants) from causing (a) any spill, discharge or
        release, or the use, storage, generation, manufacture, installation, or
        disposal, of any Hazardous Materials at, upon, under, within or about the
        Project or the transportation of any Hazardous Materials to or from the Project
        (except for ordinary construction materials, cleaning and other products
        used in
        connection with the construction, improvement or routine operation, maintenance
        or repair of the Project in full compliance with Environmental Laws),
        (b) any underground storage tanks to be installed at the Project, or
        (c) any activity that requires a permit or other authorization under
        Environmental Laws to be conducted at the Project.

       

      (3) Borrower
        shall provide to the Administrative Agent, at Borrower’s expense promptly upon
        the written request of the Administrative Agent from time to time, a Site
        Assessment or, if required by the Administrative Agent, an update to any
        existing Site Assessment, to assess the presence or absence of any Hazardous
        Materials and the potential costs in connection with abatement, cleanup or
        removal of any Hazardous Materials found on, under, at or within the Project.
        Borrower shall pay the cost of no more than one such Site Assessment or update
        in any twelve (12) month period, unless the Administrative Agent’s request
        for a Site Assessment is based on information provided under Section 5.3(1),
        a
        reasonable suspicion of Hazardous Materials at or near the Project, a breach
        of
        representations under Section 5.2,
        or an
        Event of Default, in which case any such Site Assessment or update shall
        be at
        Borrower’s expense.

       

      (4) Environmental
        Notices.
        Borrower shall promptly provide notice to the Administrative Agent
        of:

       

       


      
        
           

          
          

        

        
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      (a) all
        Environmental Claims asserted or threatened against Borrower or any other
        party
        occupying the Project or any portion thereof or against the Project which
        become
        known to Borrower;

       

      (b) the
        discovery by Borrower of any occurrence or condition on the Project or on
        any
        real property adjoining or in the vicinity of the Project which could reasonably
        be expected to lead to an Environmental Claim against Borrower, the
        Administrative Agent or any of the Lenders;

       

      (c) the
        commencement or completion of any remediation at the Project; and

       

      (d) any
        Environmental Lien against the Project.

       

      In
        connection therewith, Borrower shall transmit to the Administrative Agent
        copies
        of any citations, orders, notices or other written communications received
        from
        any Person and any notices, reports or other written communications submitted
        to
        any governmental authority with respect to the matters described above.


       

      Section 5.4 Allocation
        of Risks and Indemnity.
        As
        between Borrower, the Administrative Agent and the Lenders, and without
        prejudice to any rights or defenses Borrower may have against others, all
        risk
        of loss associated with non-compliance with Environmental Laws, or with the
        presence of any Hazardous Material at, upon, within, contiguous to or otherwise
        affecting the Project, shall lie solely with Borrower. Accordingly, Borrower
        shall bear all risks and costs associated with any Environmental Loss, damage
        or
        liability therefrom, including all costs of removal of Hazardous Materials
        or
        other remediation required by the Administrative Agent or by law. Borrower
        shall
        indemnify, defend and hold the Administrative Agent and the Lenders harmless
        from and against all loss, liabilities, damages, claims, costs and expenses
        (including reasonable costs of defense) arising out of or associated, in
        any
        way, with the non-compliance with Environmental Laws, or the existence of
        Hazardous Materials in, on, or about the Project, or a breach of any
        representation, warranty or covenant contained in this Article 5,
        whether
        based in contract, tort, implied or express warranty, strict liability, criminal
        or civil statute or common law, including those arising from the joint,
        concurrent, or comparative negligence of the Administrative Agent and the
        Lenders; provided, however, Borrower shall not be liable under such
        indemnification to the extent such loss, liability, damage, claim, cost or
        expense results solely from the Administrative Agent’s or any Lender’s gross
        negligence or willful misconduct. Borrower’s obligations under this Section 5.4
        shall
        arise upon the discovery of the presence of any Hazardous Material, whether
        or
        not any governmental authority has taken or threatened any action in connection
        with the presence of any Hazardous Material, and whether or not the existence
        of
        any such Hazardous Material or potential liability on account thereof is
        disclosed in the Site Assessment and shall continue notwithstanding the
        repayment of the Loans or any transfer or sale of any right, title and interest
        in the Project (by foreclosure, deed in lieu of foreclosure or
        otherwise).

       

      Section 5.5 No
        Waiver.
        Notwithstanding any provision in this Article 5
        or
        elsewhere in the Loan Documents, or any rights or remedies granted by the
        Loan
        Documents, the Administrative Agent and the Lenders do not waive and expressly
        reserve all rights and benefits now or hereafter accruing to the Administrative
        Agent and/or any Lenders 

       


      
        
           

          
          

        

        
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      under
        the
“security interest” or “secured creditor” exception under applicable
        Environmental Laws, as the same may be amended. No action taken by the
        Administrative Agent and/or any Lender pursuant to the Loan Documents shall
        be
        deemed or construed to be a waiver or relinquishment of any such rights or
        benefits under the “security interest exception.”

       

      ARTICLE 6 

       

      


       

      Leasing
        Matters

       

      Section 6.1 Representations
        and Warranties on Leases.
        Borrower represents and warrants to the Administrative Agent and the Lenders
        with respect to Leases of the Project that: (1) to Borrower’s knowledge,
        the rent roll attached hereto as Schedule
        6.1
        and
        delivered to the Administrative Agent is true and correct in all material
        respects, and, subject to the terms and conditions therein, the Leases are
        valid
        and in and full force and effect; (2) the Leases (including amendments) are
        in writing, and there are no oral agreements with respect thereto; (3) the
        copies of the Leases delivered to the Administrative Agent are true and
        complete; (4) to Borrower’s knowledge, neither the landlord nor any tenant
        is in default under any of the Leases; (5) Borrower has no knowledge of any
        notice of termination or default with respect to any Lease; (6) Borrower
        has not assigned or pledged any of the Leases, the rents or any interests
        therein except to the Administrative Agent (on behalf of the Lenders);
        (7) no tenant or other party has an option to purchase all or any portion
        of the Project; and (8) no tenant has prepaid more than one month’s rent in
        advance (except for bona fide security deposits not in excess of an amount
        equal
        to two month’s rent).

       

      Section 6.2 Standard
        Lease Form; Approval Rights.
        All
        Leases and other rental arrangements shall in all respects be approved by
        the
        Administrative Agent and shall be on a standard lease form approved by the
        Administrative Agent prior to the Closing Date with no material modifications
        (except as expressly approved in writing by the Administrative Agent). The
        standard lease form shall provide (1) that the lease is subordinate to the
        Mortgage, (2) that the tenant shall attorn to the Administrative Agent (on
        behalf of the Lenders) following an event of default, provided that the
        Administrative Agent has agreed not to disturb tenant’s occupancy under the
        lease, and (3) that any cancellation, surrender, or material amendment of
        such
        lease without the prior written consent of the Administrative Agent shall
        be
        voidable by the Administrative Agent. Borrower shall hold, in trust, all
        tenant
        security deposits, and, to the extent required by Applicable Law, shall not
        commingle any such funds with any other funds of Borrower. Within ten (10)
        days after the Administrative Agent’s request, Borrower shall furnish to the
        Administrative Agent a statement of all tenant security deposits, and copies
        of
        all leases not previously delivered to the Administrative Agent, certified
        by
        Borrower as being true and correct. Notwithstanding anything contained in
        the
        Loan Documents, the Administrative Agent hereby confirms that it has consented
        to the Gibson Dunn Lease and the New Century Lease, and the Administrative
        Agent’s approval shall not be required for future Leases or Lease extensions if
        the following conditions are satisfied: (1) there exists no Potential
        Default or Event of Default; (2) the lease is on the standard lease form
        approved by the Administrative Agent with no modifications and complies with
        the
        Leasing Guidelines, except for commercially reasonable changes agreed to
        in the
        ordinary course of Borrower’s business, but in any event there shall be no
        material modifications to the subordination, attornment, estoppel and landlord
        liability clauses without the prior written consent of the Administrative
        Agent,
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      unreasonably
        withheld; (3) the lease does not conflict with any restrictive covenant
        affecting the Project or any other lease for space in the Project; (4) the
        lease is not a Major Lease; (5) the lease provides for rental rates and
        landlord concessions comparable to existing local market rates as established
        on
        the Leasing Guidelines; (6) the
        lease
        is an arms-length transaction and in no event with an Affiliate of Borrower;
        (7)
        the lease shall be to a tenant which Borrower, in its professional and
        commercially reasonable judgment, has determined is credit worthy; (8) the
        lease
        does not contain any options for renewal or expansion by the tenant at rental
        rates which are below reasonable comparable market levels at the time the
        lease
        is executed; and (9) the lease is for a term of not more than ten (10) years
        (exclusive of renewal options which together with the initial term shall
        not
        exceed twenty (20) years).

       

      Section 6.3 Covenants.
        Borrower (1) shall perform the obligations which Borrower is required to
        perform under the Leases, including the performance of any Tenant Improvement
        Work with respect thereto; (2) shall enforce the obligations to be
        performed by the tenants; (3) shall promptly furnish to the Administrative
        Agent any notice of default or termination received by Borrower from any
        tenant,
        and any notice of default or termination given by Borrower to any tenant;
        (4) shall not collect any rents for more than thirty (30) days in
        advance of the time when the same shall become due, except for bona fide
        security deposits not in excess of an amount equal to two month’s rent;
        (5) shall not enter into any ground lease or master lease of any part of
        the Project, except the Master Lease approved by the Administrative Agent
        prior
        to the Closing Date; (6) shall not further assign or encumber any Lease;
        (7) shall not, except with the Administrative Agent’s prior written
        consent, which consent shall not be unreasonably withheld, cancel or accept
        surrender or termination of any Lease; (8) shall not, except with the
        Administrative Agent’s prior written consent, which consent shall not be
        unreasonably withheld, modify or amend any Lease (except for minor modifications
        and amendments entered into in the ordinary course of business, consistent
        with
        prudent property management practices, not affecting the economic terms of
        the
        lease); and (9) shall use its best efforts to lease the Improvements, and
        any action in violation of clauses (5), (6), (7), and (8) of this
Section 6.2
        shall be
        void at the election of the Administrative Agent.

       

      Section 6.4 Tenant
        Estoppels.
        At the
        Administrative Agent’s request, Borrower shall use commercially reasonable
        efforts to obtain and furnish to the Administrative Agent, (1) written
        estoppels in form and substance reasonably satisfactory to the Administrative
        Agent, executed by tenants under leases in the Project and confirming the
        term,
        rent, and other provisions and matters relating to the leases and
        (2) written subordination and attornment agreements, in form and substance
        satisfactory to the Administrative Agent, executed by tenants under leases
        in
        the Project, whereby, among other things, such tenants subordinate their
        interest in the Project to the Loan Documents and agree to attorn to the
        Administrative Agent (on behalf of the Lenders) and its successors and assigns
        upon foreclosure or other transfer of the Project after an Event of
        Default.

       

       


      
        
           

          
          

        

        
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      Article 7 

       

      


       

      Representations
        and Warranties

       

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

       

      Section 7.1 Organization
        and Power.
        Borrower and each Borrower Party is duly organized, validly existing and
        in good
        standing under the laws of the state of its formation or existence, and is
        in
        compliance with legal requirements applicable to doing business in the State.
        Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of
        the Internal Revenue Code. 3161’s U.S. taxpayer identification number is
        73-1709938; PS2’s U.S. taxpayer identification number is 20-496247; PS5’s U.S.
        taxpayer identification number is 20-4962480.

       

      Section 7.2 Validity
        of Loan Documents.
        The
        execution, delivery and performance by Borrower and each Borrower Party of
        the
        Loan Documents: (1) are duly authorized and do not require the consent or
        approval of any other party or governmental authority which has not been
        obtained; and (2) will not violate any law or result in the imposition of
        any Lien upon the assets of any such party, except as contemplated by the
        Loan
        Documents. The Loan Documents constitute the legal, valid and binding
        obligations of Borrower and each Borrower Party, enforceable in accordance
        with
        their respective terms, subject to applicable bankruptcy, insolvency, or
        similar
        laws generally affecting the enforcement of creditors’ rights.

       

      Section 7.3 Liabilities;
        Litigation.

       

      (1) The
        financial statements delivered by Borrower and each Borrower Party are true
        and
        correct with no significant change since the date of preparation. Except
        as
        disclosed in such financial statements, there are no liabilities (fixed or
        contingent) affecting the Project, Borrower or any Borrower Party. Except
        as
        disclosed in such financial statements, there is no litigation, administrative
        proceeding, investigation or other legal action (including any proceeding
        under
        any state or federal bankruptcy or insolvency law) pending or, to the knowledge
        of Borrower, threatened, against the Project, Borrower or any Borrower Party
        which if adversely determined could have a material adverse effect on such
        party, the Project or the Loans.

       

      (2) Neither
        Borrower nor any Borrower Party is contemplating either the filing of a petition
        by it under state or federal bankruptcy or insolvency laws or the liquidation
        of
        all or a major portion of its assets or property, and neither Borrower nor
        any
        Borrower Party has knowledge of any Person contemplating the filing of any
        such
        petition against it.

       

      Section 7.4 Taxes
        and Assessments.
        There
        are no pending or, to Borrower’s best knowledge, proposed, special or other
        assessments for public improvements or otherwise affecting the Project, nor
        are
        there any contemplated improvements to the Project that may result in such
        special or other assessments.

       

      Section 7.5 Other
        Agreements; Defaults.
        Neither
        Borrower nor any Borrower Party is a party to any agreement or instrument
        or
        subject to any court order, injunction, permit, or restriction which might
        adversely affect the Project or the business, 

       


      
        
           

          
          

        

        
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      operations,
        or condition (financial or otherwise) of Borrower or any Borrower Party.
        Neither
        Borrower nor any Borrower Party is in violation of any agreement which violation
        would have an adverse effect on the Project, Borrower, or a material adverse
        effect on any Borrower Party or Borrower’s or any Borrower Party’s business,
        properties, or assets, operations or condition, financial or
        otherwise.

       

      Section 7.6 Compliance
        with Law; Government Approvals.

       

      (1) Borrower
        and the Project, as applicable, and the contemplated use thereof and operations
        thereat, comply, and upon completion of construction of the Construction
        Work
        applicable thereto shall comply, with all Applicable Law, except where the
        failure so to comply could not reasonably be expected to have a Material
        Adverse
        Effect.

       

      (2) All
        Government Approvals necessary in connection with the construction and operation
        of the Project as contemplated by the Loan Documents and the Project Documents
        have, other than those Governmental Approvals to be obtained after the date
        hereof in accordance with Section
        7.6(5),
        been
        duly obtained, were validly issued, are in full force and effect, are not
        subject to appeal, are held in the name of Borrower (in the case of the
        Project), are free from conditions or requirements, the compliance with which
        could reasonably be expected to have a Material Adverse Effect or which Borrower
        does not reasonably expect will be able to be satisfied in the ordinary course
        of business, and are assignable to and assumable by the successors in interest
        and transferees of Borrower and run with the land.

       

      (3) There
        is
        no proceeding pending or, to Borrower’s knowledge, threatened, that seeks, or
        may reasonably be expected, to rescind, terminate, modify or suspend any
        such
        Government Approval.

       

      (4) The
        information set forth in each application and other written material submitted
        by the Borrower Parties and, to Borrower’s knowledge, any third parties, to the
        applicable Governmental Authority in connection with each such Government
        Approval is accurate and complete in all material respects.

       

      (5) The
        Government Approvals to be obtained after the date hereof are required solely
        in
        connection with later stages of development, construction or operation of
        the
        Improvements and are not customarily obtained until a later stage of development
        or construction, and shall be obtained on or prior to the date when so required.
        Borrower has no reason to believe that any Government Approval that has not
        yet
        been obtained by Borrower, but which will be required in the future, will
        not be
        granted in due course, on or prior to the date when required and free from
        any
        condition or requirement, compliance with which could reasonably be expected
        to
        have a Material Adverse Effect or which Borrower does not reasonably expect
        will
        be able to be satisfied in the ordinary course of business.

       

      (6) The
        Project (if constructed in accordance with the Plans and Specifications and
        the
        Project Documents) will conform to and comply with all covenants, conditions,
        restrictions and reservations in the Government Approvals and all Applicable
        Law, except where the failure so to comply could not reasonably be expected
        to
        have a Material Adverse Effect.

       

       


      
        
           

          
          

        

        
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      (7) Borrower
        has no reason to believe that the Administrative Agent, acting for the benefit
        of the Lenders, will not be entitled, without undue expense or delay, to
        the
        benefit of each Government Approval with respect to the Project upon the
        exercise of remedies under the Security Documents.

       

      (8) Borrower
        has delivered to the Administrative Agent a true and complete copy of each
        Government Approval heretofore obtained with respect to the Project, as the
        same
        shall be supplemented during the course of obtaining additional Government
        Approvals as the Construction Work proceeds.

       

      Section 7.7 Location
        of Borrower.
        Borrower’s principal place of business and chief executive offices are located
        at the address stated in Section 12.1.

       

      Section 7.8 ERISA.
        Borrower has not established any pension plan for employees which would cause
        Borrower to be subject to the Employee Retirement Income Security Act of
        1974,
        as amended.

       

      Section 7.9 Margin
        Stock.
        No part
        of proceeds of the Loans will be used for purchasing or acquiring any “margin
        stock” within the meaning of Regulations T, U or X of the Board of Governors of
        the Federal Reserve System.

       

      Section 7.10 Tax
        Filings.
        Borrower and each Borrower Party have filed (or have obtained effective
        extensions for filing) all federal, state and local tax returns required
        to be
        filed and have paid or made adequate provision for the payment of all federal,
        state and local taxes, charges and assessments currently due and payable
        by
        Borrower and each Borrower Party, respectively.

       

      Section 7.11 Solvency.
        Giving
        effect to the Loans, the fair saleable value of Borrower’s assets exceeds and
        will, immediately following the making of the Loans, exceed Borrower’s total
        liabilities, including, without limitation, subordinated, unliquidated, disputed
        and contingent liabilities. The fair saleable value of Borrower’s assets is and
        will, immediately following the making of the Loans, be greater than Borrower’s
        probable liabilities, including the maximum amount of its contingent liabilities
        on its Debts as such Debts become absolute and matured. Borrower’s assets do not
        and, immediately following the making of the Loans 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 Debts and liabilities (including contingent liabilities and other
        commitments) beyond its ability to pay such Debts as they mature (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 7.12 Full
        and Accurate Disclosure.
        No
        statement of fact made by or on behalf of Borrower or any Borrower Party
        in this
        Agreement or in any of the other Loan Documents or in any certificate, statement
        or questionnaire delivered by Borrower or any Borrower Party in connection
        with
        the Loans contains any untrue statement of a material fact or omits to state
        any
        material fact necessary to make statements contained herein or therein not
        misleading. There is no fact presently known to Borrower or any Borrower
        Party
        which has not been disclosed to the Administrative Agent which adversely
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      foresee,
        might materially adversely affect, the Project or the business, operations
        or
        condition (financial or otherwise) of Borrower or any Borrower
        Party.

       

      Section 7.13 Single
        Purpose Entity.
        PS2 and
        PS5 are and have at all times since their formation been a Single Purpose
        Entity, and from and after the Closing Date 3161 is and will at all times
        be a
        Single Purpose Entity.

       

      Section 7.14 Management
        Agreement. The
        Management Agreement and the REA are the only management agreements in existence
        with respect to the operation or management of the Project. The copies of
        the
        Management Agreement and the REA delivered to the Administrative Agent are
        true
        and correct copies, and such agreements have not been amended or modified.
        Neither party to such agreement is in default under such agreement and the
        manager thereunder has no defense, offset right or other right to withhold
        performance under or terminate such agreements. 

       

      Section 7.15 No
        Conflicts.

       

      (1) The
        execution, delivery and performance of this Agreement, the other Loan Documents,
        and the Project Documents by Borrower do not and will not conflict with or
        result in a breach of any of the terms or provisions of, or constitute a
        default
        under, or result in the creation or imposition of any Lien (other than pursuant
        to the Loan Documents) upon any of the property or assets of Borrower pursuant
        to the terms of any indenture, mortgage, deed of trust, loan agreement,
        operating agreement or other agreement or instrument to which Borrower is
        a
        party or by which any of Borrower’s property or assets is subject, nor will such
        action result in any violation of the provisions of any Applicable Law or
        Government Approval applicable to Borrower or the Project.

       

      (2) Each
        Government Approval required for and each consent or approval required to
        be
        obtained from, and notice required to be delivered to, any other Person in
        connection with the execution, delivery and performance by Borrower of this
        Agreement, the other Loan Documents, and the Project Documents has been obtained
        or delivered and is in full force and effect.

       

      Section 7.16 Title.
        Borrower has good, marketable and insurable fee simple title to the Project,
        free and clear of all Liens whatsoever, except for the Permitted Encumbrances
        and such other Liens as are permitted pursuant to the Loan Documents. The
        Mortgage creates (and upon the recordation thereof and of any related financing
        statements there will be perfected) (1) a valid Lien on the Project,
        subject only to Permitted Encumbrances and (2) security interests in and
        to, and collateral assignments of, all personality (including the Leases),
        all
        in accordance with the terms thereof, in each case subject only to any
        applicable Permitted Encumbrances and such other Liens as are permitted pursuant
        to the Loan Documents. There are no claims for payment for work, labor or
        materials affecting the Project which are or may become a Lien prior to,
        or of
        equal priority with, the Liens created by the Loan Documents. None of the
        Permitted Encumbrances, individually or in the aggregate, materially interfere
        with the benefits of the security intended to be provided by the Mortgage
        and
        this Agreement, materially and adversely affect the value of the Project,
        impair
        the use or operations of the Project or impair Borrower’s ability to pay its
        obligations in a timely manner.

       

       


      
        
           

          
          

        

        
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      Section 7.17 Use
        of Project.
        The
        Project, upon completion of the construction of the Improvements, will be
        used
        exclusively for a class “A” office building and parking facilities.

       

      Section 7.18 Flood
        Zone.
        Except
        as disclosed in the Survey, no portion of the Project or the Improvements
        is
        located in an area identified by the Secretary of Housing and Urban Development
        or any successor thereto as an area having special flood hazards pursuant
        to the
        National Flood Insurance Act of 1968, the Flood Disaster Protection Act of
        1973
        or the National Flood Insurance Act of 1994, as amended, or any successor
        law.

       

      Section 7.19 Insurance.
        Borrower has obtained and has delivered to the Administrative Agent certified
        copies of all of the insurance policies for the Project reflecting the insurance
        coverages, amounts and other insurance requirements set forth in this Agreement.
        No claims have been made under any such policy, and no Person, including
        Borrower, has done, by act or omission, anything which would impair the coverage
        of any such policy.

       

      Section 7.20 Condemnation.
        No
        condemnation has been commenced or, to Borrower’s knowledge, is contemplated
        with respect to all or any portion of the Project or for the relocation of
        roadways providing access to the Project.

       

      Section 7.21 Utilities;
        Access.
        The
        Project has adequate rights of access to public ways and is or will be served
        by
        adequate electric, gas, water, sewer, sanitary sewer and storm drain facilities.
        All public utilities necessary or convenient to the full use and enjoyment
        of
        the Project are or will be located in the public right-of-way abutting such
        project, and all such utilities are or will be connected so as to serve such
        project without passing over other property, except to the extent such other
        property is subject to a perpetual easement for such utility benefiting such
        project. All roads necessary for the full utilization of the Project for
        its
        current purpose have been or will be completed and either dedicated to public
        use and accepted by all Governmental Authorities or valid perpetual easements
        and rights-of-way thereover in favor of Borrower exist. Except for on-site
        and
        off-site infrastructure improvements to be developed pursuant to the Government
        Approvals by Borrower for the Project, there are no amenities, services or
        facilities (including those for access, parking, recreational activities
        and
        otherwise) not located or to be constructed upon the Project, pursuant to
        the
        applicable Project Documents, which are necessary to the use or enjoyment,
        or
        intended to benefit the owner or occupants, thereof.

       

      Section 7.22 Boundaries.
        Except
        as shown on the Survey, to Borrower’s knowledge, all of the improvements to be
        developed in connection with the Project lie wholly within the boundaries
        and
        building restriction lines of the Project or within easements that run in
        favor
        of Borrower and are insured under the Title Policy, and no improvements on
        adjoining properties encroach upon the Project, and no improvements encroach
        upon or violate any easements or other encumbrances upon such project, so
        as to
        materially adversely affect the value or marketability of such project, except
        those which are insured against by title insurance.

       

      Section 7.23 Separate
        Lots.
        The
        Project is or will be comprised of one (1) or more parcels which
        constitutes one (1) or more separate tax lots following processing of the
        deeds to PS2 and PS5 by the assessor’s office of Orange County, California, and
        thereafter the Project will not constitute a portion of any other tax lot
        not
        part of the Project.

       

       


      
        
           

          
          

        

        
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      Section 7.24 Filing
        and Recording Taxes.
        All
        transfer taxes, deed stamps, intangible taxes or other amounts in the nature
        of
        transfer taxes required to be paid by any Person under applicable legal
        requirements currently in effect in connection with the transfer of the Project
        to Borrower or any transfer of a controlling interest in Borrower have been
        paid. All mortgage, mortgage recording, stamp, intangible or other similar
        tax
        required to be paid by any Person under applicable legal requirements currently
        in effect in connection with the execution, delivery, recordation, filing,
        registration, perfection or enforcement of any of the Loan Documents, including,
        without limitation, the Mortgage, have been paid and, under current legal
        requirements, the Mortgage is enforceable in accordance with its terms by
        the
        Administrative Agent or any subsequent holder thereof (on behalf of the
        Lenders), subject to applicable bankruptcy, insolvency, or similar laws
        generally affecting the enforcement of creditors’ rights.

       

      Section 7.25 Investment
        Company Act.
        Borrower is not (1) an “investment company” or a company “controlled” by an
“investment company,” within the meaning of the Investment Company Act of 1940,
        as amended; (2) a “holding company” or a “subsidiary company” of a “holding
        company” or an “affiliate” of either a “holding company” or a “subsidiary
        company” within the meaning of the Public Utility Holding Company Act of 1935,
        as amended; or (3) subject to any other federal or state law or regulation
        which purports to restrict or regulate its ability to borrow money.

       

      Section 7.26 Foreign
        Assets Control Regulations, Etc.
        Neither
        the execution and delivery of the Notes and the other Loan Documents by Borrower
        Parties nor the use of the proceeds of the Loans, will violate the Trading
        with
        the Enemy Act, as amended, or any of the foreign assets control regulations
        of
        the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
        amended) or the Anti-Terrorism Order or any enabling legislation or executive
        order relating to any of the same. Without limiting the generality of the
        foregoing, no Borrower Party or any of their respective subsidiaries (a) is
        or will become a blocked person described in Section 1 of the
        Anti-Terrorism Order or (b) knowingly engages or will engage in any
        dealings or transactions or be otherwise associated with any person who is
        known
        or who (after such inquiry as may be required by Applicable Law) should be
        known
        to such Borrower Party or subsidiary to be such a blocked person.

       

      Section 7.27 Organizational
        Structure.

       

      (1) Borrower
        has heretofore delivered to the Administrative Agent a true and complete
        copy of
        the Organizational Documents of each Borrower Party. The only members of
        each of
        3161, PS2 and PS5 on the date hereof is Borrower’s Managing Member. As of the
        date hereof, there are no outstanding equity rights with respect to Borrower
        or
        the Borrower’s Managing Member.

       

      (2) The
        only
        partners of the Borrower’s Managing Member on the date hereof are Borrower’s
        Managing Member’s General Partner, and other various minority (each owning,
        together with its affiliates, less than a twenty percent (20%) ownership
        interest in Borrower’s Managing Member) limited partners that are existing or
        former executives of the predecessor of Borrower’s Managing Member or entities
        owned and controlled (directly or indirectly) by such individuals. Borrower’s
        Managing Member’s General Partner is the sole general partner of the Borrower’s
        Managing Member. 

       

       


      
        
           

          
          

        

        
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      (3) Schedule 7.27
        contains
        a true and accurate chart reflecting the ownership of the direct and indirect
        equity interests in Borrower (other than shareholders of Maguire Properties,
        Inc. or limited partners of Maguire Properties, L.P.), including the percentage
        of ownership interest of the Persons shown thereon.

       

      Section 7.28 Project
        Documents; Other Agreements.
        Borrower has heretofore delivered to the Administrative Agent a true and
        complete copy of each Project Document and, subject to the terms of Section 9.30,
        none of
        the Project Documents has been further amended, modified or terminated. The
        Project Documents are in full force and effect. Borrower is not in default
        under
        or with respect to any Project Document. To the best of Borrower’s knowledge, no
        other party to a Project Document is in default under any material covenant
        or
        obligation set forth therein. 

       

      Section 7.29 Budget.
        The
        amounts and allocations set forth in the Budget (including the Hard Costs
        and
        Soft Costs), as it may be amended in accordance with the terms of this
        Agreement, present a full, complete and good faith representation of all
        costs,
        expenses and fees required to acquire and develop the Project, complete the
        Construction Work, and pay interest on the Loans and the carrying and operating
        costs for the Project. Borrower is unaware of any other such costs, expenses
        or
        fees which are material and are not included within the Budget.

       

      Section 7.30 Interim
        Disbursements.
        All
        Loans, if any, disbursed prior to the date hereof by the Administrative Agent
        to
        Borrower have been applied to the respective items listed in the respective
        Request for Loan Advance, except that in the case of any disputed items,
        such
        Loans have been applied to other Budget Line Items with the Administrative
        Agent’s prior approval or repaid to the Administrative Agent (on behalf of the
        Lenders).

       

      Section 7.31 Design
        Professionals’ Certificates.
        To
        Borrower’s knowledge, the certifications set forth in the certificates of the
        Design Professionals which Borrower has furnished in accordance with
Schedule 4-
        Part A,
        paragraph 26 and Part C,
        paragraph 1(e) hereof are true and correct.

       

      Section 7.32 Tenant
        Improvement Work.
        The
        Gibson Dunn Lease and New Century Lease set forth a true and complete summary
        of
        all Tenant Improvement Work as to which Borrower has granted any applicable
        approval pursuant such Leases. 

       

      Section 7.33 Tenant
        Improvement Allowances.
        Schedule 7.32
        attached
        hereto sets forth a true and complete summary of all Tenant Improvement
        Allowances currently provided for in the Leases; provided that Schedule 7.32
        shall be
        subject to update as Approved Leases are executed.

       

      Section 7.34 Material
        Agreements.
        Borrower has heretofore delivered to the Administrative Agent a true, correct
        and complete copy of each Material Agreement (other than the REA and the
        Development Agreement, which was delivered by Title Insurer), and the Material
        Agreements constitute all of the agreements to which Borrower (or any
        predecessor-in-interest to Borrower) is a party that materially affects or
        relates to the ownership or operation of the Project (other than the Leases
        disclosed pursuant to Section
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        The


       


      
        
           

          
          

        

        
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      Material
        Agreements are in full force and effect and Borrower is not in default beyond
        any applicable notice or cure periods under or with respect to any Material
        Agreement. To Borrower’s knowledge, no other party to a Material Agreement is in
        default under any material covenant or obligation set forth
        therein.

       

      ARTICLE 8 

       

      


       

      Financial
        Reporting

       

      Section 8.1 Financial
        Statements.

       

      (1) Monthly
        Reports.
        During
        the period commencing on the Closing Date and ending on the day immediately
        preceding the date on which the Completion Date occurs, as soon as available
        and
        in any event within ten (10) Business Days after the end of each calendar
        month occurring during such period, a certificate of an authorized officer
        of
        Borrower’s Managing Member’s General Partner, in form and substance reasonably
        satisfactory to the Administrative Agent, shall be provided to the
        Administrative Agent setting forth in reasonable detail (a) Borrower’s
        total sources of funds and uses thereof during such month (specifically
        identifying any uses of contingency funds permitted to be advanced by the
        Administrative Agent), (b) the aggregate amounts paid during such month to
        the General Contractor and/or subcontractors and any unpaid amounts owing
        to the
        General Contractor and/or subcontractors which are sixty (60) days past
        their due date, (c) variations from the Construction Schedule, including,
        without limitation, the estimated Completion Date, and the reasons therefor,
        and
        a description as to the status of any applicable Lease Milestones occurring
        during such period, (d) if the amounts paid to the General Contractor
        and/or subcontractors during such month are at variance from the amounts
        scheduled to be paid pursuant to the applicable Request for Loan Advance,
        the
        reasons for such variance, (e) any Liens placed on the Project and their
        payment status, (f) the status of construction generally and of the
        Government Approvals necessary for the construction and operation of the
        Project; and (g) copies of Lien Waivers and any other reports as may
        reasonably be requested by the Administrative Agent. Commencing on the Closing
        Date and ending when the Construction Work is complete and the square footage
        of
        the Project is ninety percent (90%) leased with tenants in Occupancy, a monthly
        leasing report and a rent roll for the Project for the most recent month;
        thereafter the leasing report and rent roll shall be submitted on a quarterly
        basis, for the previous calendar quarter in accordance with Section
        8.1(2).

       

      (2) Quarterly
        Reports.
        Within
        forty-five (45) days after the end of each calendar quarter, Borrower shall
        furnish to the Administrative Agent (a) on and after the Occupancy of the
        first tenant in the Project for operation of its business, quarterly operating
        statements for the Project for the most recent fiscal quarter, (b) if the
        Maturity Date has been extended pursuant to Section 2.5,
        a
        calculation reflecting the Debt Service Coverage Ratio as of the last day
        of
        such quarter, for such quarter and the last four quarters; (c) on or after
        the date of the square footage of the Project is ninety percent (90%) leased
        with tenants in Occupancy, a current rent roll for the Project, (d) on and
        after the Occupancy of the first tenant in the Project for operation of its
        business, a statement of all rent arrearages as of the last day of such fiscal
        quarter, (e) on or after the date of the square footage of the Project is
        ninety percent (90%) lease with tenants in Occupancy, a leasing status report,
        (f) quarterly financial statements (including a balance sheet, income
        statement and cash flow statement) for Borrower and the Guarantor 

       


      
        
           

          
          

        

        
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      prepared
        in accordance with GAAP (and including all appropriate and customary notes),
        and
        (g) certificates executed by the chief financial officer of Borrower or the
        Borrower’s Managing Member’s General Partner and Guarantor stating that (i) each
        such quarterly statement presents fairly the financial condition and the
        results
        of operations of Borrower and the Project in the case of Borrower, and the
        financial condition of Guarantor, in the case of Guarantor, and has been
        prepared in accordance with general accepted accounting principles (ii) that,
        as
        of the date of such statement, Borrower and Guarantor, as applicable, is
        in
        compliance with the Minimum DSCR Covenant and Financial Covenants, as
        applicable, and containing calculations in such reasonable detail as is
        acceptable to the Administrative Agent in respect thereof, and
        (iii) containing a calculation in such reasonable detail as is acceptable
        to the Administrative Agent setting forth the Operating Revenues, Operating
        Expenses, Historical Net Operating Income, Calculated Debt Service, and Debt
        Service Coverage Ratio for the most recent calendar quarter.

       

      (3) Annual
        Reports.
        

       

      (a) Within
        ninety (90) days after the end of each calendar year, Borrower will furnish
        to the Administrative Agent a complete copy of the annual financial statement
        for Borrower’s Managing Member’s General Partner audited by a “big four”
accounting firm or other independent certified public accountant acceptable
        to
        the Administrative Agent in accordance with GAAP for such calendar year which
        financial statements, together with a separate (unaudited) schedule showing
        (a) a balance sheet for Borrower and (b) on and after the occupancy of
        the first tenant in the Project, a detailed operating statement stating
        Operating Revenues, Operating Expenses, operating income and Net Cash Flow
        for
        each of Borrower and the Project. Such annual financial statement and separate
        schedule shall be accompanied by (i) a comparison of the budgeted income
        and expenses for the Project and the actual income and expenses for the prior
        calendar year, (ii) a certificate executed by the chief financial officer
        of Borrower or the Borrower’s Managing Member’s General Partner stating that
        each such separate schedule to the annual financial statement presents fairly
        the financial condition and the results of operations of Borrower and the
        Project and has been prepared in accordance with general accepted accounting
        principles, and (iii) an unqualified opinion of a “big four” accounting
        firm or other independent certified public accountant reasonably acceptable
        to
        Lender. Together with Borrower’s annual financial information to be delivered
        pursuant to this Section 8.1(3),
        Borrower shall,
        if
        required to be delivered by the General Contractor to Borrower or any Affiliate
        of Borrower under any General Contract or to the extent available, deliver
        a
        copy,
        certified by an Authorized Officer of Borrower to be true and correct, for
        each
        annual period prior to the Completion Date, of the annual audited financial
        statement of the General Contractor, in
        each
        case prepared in accordance with GAAP, and together with the opinion of the
        independent certified public accountant of the General Contractor, which
        opinion
        is not qualified as to the scope of the audit or as to the status of the
        General
        Contractor.

       

      (b) If
        not
        included within the reports delivered pursuant to Section
        8.1(3)(a),
        within
        ninety (90) days after the end of each calendar year, the Guarantor shall
        furnish certified annual financial statements (or if such financial statements
        are consolidated with others, such consolidated financial statements) (in
        form
        reasonably satisfactory to the Administrative Agent) of the Guarantor for
        each
        such fiscal year, audited by a “big four” accounting firm or 

       


      
        
           

          
          

        

        
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      other
        independent certified public accountant acceptable to Administrative Agent
        and
        in the form acceptable to the Administrative Agent, including a balance sheet
        and statement of profit and loss setting forth in comparative form figures
        for
        the preceding fiscal year, prepared in accordance with GAAP. Guarantor’s
        financial statements shall be accompanied by a certificate executed by the
        chief
        financial officer of Guarantor stating that such annual financial statement
        presents fairly the financial condition and the results of operations of
        Guarantor and has been prepared in accordance with general accepted accounting
        principles, and stating that, as of the date of such statement, Guarantor
        is in
        compliance with the Financial Covenants, and containing calculations in such
        reasonable detail as is acceptable to the Administrative Agent in respect
        thereof.

       

      (4) Certification;
        Supporting Documentation.
        Each
        such financial statement shall be in scope and detail satisfactory to the
        Administrative Agent and certified by the chief financial representative
        of
        Borrower, Managing Member’.

       

      Section 8.2 Accounting
        Principles.
        All
        financial statements shall be prepared in accordance with sound accounting
        principles applicable to commercial real estate, consistently applied from
        year
        to year. If the financial statements are prepared on an accrual basis, such
        statements shall be accompanied by a reconciliation to cash basis accounting
        principles.

       

      Section 8.3 Other
        Information.
        Borrower shall deliver to the Administrative Agent such additional information
        regarding Borrower, its subsidiaries, its business, any Borrower Party, and
        the
        Project within thirty (30) days after the Administrative Agent’s reasonable
        request therefor.

       

      Section 8.4 Audits.
        The
        Administrative Agent shall have the right to choose and appoint a certified
        public accountant to perform financial audits as it deems necessary, at
        Borrower’s expense, provided
        that
        Borrower shall only be responsible for the expense of such audit upon the
        occurrence of an Event of Default. Borrower shall permit the Administrative
        Agent to examine such records, books and papers of Borrower which reflect
        upon
        its financial condition and the income and expense relative to the
        Project.

       

      Section 8.5 Lenders.
        The
        Administrative Agent shall promptly provide to the Lenders copies of all
        reports
        received under Section
        8.1
        above,
        or shall make such reports available to the Lenders through electronic
        means.

       

      ARTICLE 9

       

      


       

      Covenants

       

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

       

      Section 9.1 Due
        on
        Sale and Encumbrance; Transfers of Interests.

       

      (1) Without
        the prior written consent of the Administrative Agent and the Lenders (to
        the
        extent required under Section 12.2):

       

       


      
        
           

          
          

        

        
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      (a) neither
        Borrower nor any other Person having an ownership or beneficial interest
        in
        Borrower shall (i) directly or indirectly sell, transfer, convey, mortgage,
        pledge, or assign any interest in the Project or any part thereof (including
        any
        partnership, membership or any other ownership interest in Borrower);
        (ii) further encumber, alienate, grant a Lien or grant any other interest
        in the Project or any part thereof (including any partnership, membership
        or
        other ownership interest in Borrower), whether voluntarily or involuntarily;
        or
        (iii) enter into any easement or other agreement granting rights in or
        restricting the use or development of the Project; 

       

      (b) no
        new
        member shall be admitted to or created in Borrower (nor shall any existing
        partner or member withdraw from Borrower), and no change in Borrower’s
        organizational documents relating to control over Borrower and/or the Project
        shall be effected; and

       

      (c) there
        shall be no Change of Control of Borrower’s Managing Member or Borrower’s
        Managing Member’s General Partner.

       

      (2) Notwithstanding
        the provisions of Section
        9.1(1),
        (a)
        prior to the Completion Date, Sponsor shall be permitted to transfer a portion
        of its direct or indirect ownership interests in Borrower to an Approved
        Transferee, so long as (i) at the time of such transfer there exist no monetary
        defaults or Events of Default under the Loan Documents, (ii) at the time
        of such
        transfer no Low DSCR Trigger Period exists, (iii) at all times following
        such
        transfer, Sponsor continues to own not less than fifty-one percent (51%)
        of the
        direct or indirect ownership interests in Borrower, and (iv) at all times
        following such transfer, Sponsor continues to Control Borrower and there
        is no
        Change of Control of Borrower’s Managing Member or Borrower’s Managing Member’s
        General Partner; and (b) after the Completion Date, Sponsor shall be permitted
        to transfer a portion of its direct or indirect ownership interests in Borrower
        to an Approved Transferee, so long as (i) at the time of such transfer there
        exist no monetary defaults or Events of Default under the Loan Documents,
        (ii)
        at the time of such transfer no Low DSCR Trigger Period exists, (iii) at
        all
        times following such transfer, Sponsor owns at least twenty percent (20%)
        of the
        direct or indirect ownership interests in Borrower, (iv) at all times following
        such transfer, Sponsor continues to Control Borrower and there is no Change
        of
        Control of Borrower’s Managing Member or Borrower’s Managing Member’s General
        Partner, and (v) at all times following such transfer Sponsor or an Affiliate
        is
        Manager.

       

      (3) Notwithstanding
        the foregoing, Sponsor may pledge its direct or indirect ownership interests
        in
        Borrower as security for Sponsor’s obligations under its primary credit
        facility; provided that (i) such pledge shall not be subject to foreclosure,
        nor
        shall there be any conveyance in lieu thereof, nor shall there be any other
        action in respect of such pledged interests inconsistent with the consent
        and
        acknowledgement referred to in clause
        (iii)
        below,
        without the Administrative Agent’s prior written consent; (ii) such pledge, by
        its express terms, shall be subject to the limitations on foreclosure and
        conveyance in lieu thereof set forth above; and (iii) the pledgee shall deliver
        such acknowledgments of and consents to the foregoing as the Administrative
        Agent may request. Without limiting the foregoing, if Eurohypo exercises
        the
Mezzanine
        Option, the pledgee shall release its pledge on any of the ownership interest
        that form the collateral for the Mezzanine Loan (without limiting the rights
        of
        Sponsor, in accordance with this Section 9.1(3), to pledge to such pledgee
        other
        indirect ownership interests in Borrower that do not form the collateral
        for the
        Mezzanine Loan).

       

       


      
        
           

          
          

        

        
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      (4) Notwithstanding
        anything to the contrary set forth in this Section 9.1,
        the
        transfers restricted hereunder shall not include (i) any conveyance, assignment,
        sale, mortgaging, encumbrance, pledging, hypothecation, granting of a security
        interest in, granting of options with respect to, or other disposition
        (including in connection with any merger or consolidation) of any limited
        partnership interests in Borrower’s Managing Member (provided that after giving
        effect thereto Borrower’s Managing Member’s General Partner continues to Control
        Borrower’s Managing Member), or of any publicly traded stock in Borrower’s
        Managing Member’s General Partner, or (ii) the conveyance, assignment,
        sale, pledge, hypothecation, granting of a security interest in, granting
        of
        options with respect to, or other disposition of stock in Borrower’s Managing
        Member’s General Partner, provided that, in the case of either clause (i) or
        clause (ii) above, (A) after giving effect to any such conveyance, assignment,
        sale or other disposition, the common stock of Borrower’s Managing Member’s
        General Partner shall be listed and traded on the New York Stock Exchange
        or
        other nationally recognized stock exchange and (B) in the event that more
        than
        forty nine percent (49%) of the common stock in Borrower’s Managing Member’s
        General Partner is conveyed, assigned, sold or otherwise disposed of, whether
        in
        one or a series of transactions, to any Person or Persons acting as a group,
        and
        as a result thereof, such Person or Persons have the power to elect, appoint
        or
        cause the election or appointment of at least a majority of the members of
        the
        Board of Directors of Borrower’s Managing Member’s General Partner, through
        beneficial ownership of the capital stock of Borrower’s General Partner’s
        Managing Member or otherwise, the prior written consent of the Administrative
        Agent and the Majority Lenders thereto shall have been obtained, which consent
        shall not be unreasonably withheld, conditioned or delayed. 

       

      (5) As
        used
        in this Section 9.1:
        (a)“transfer”
shall
        include the sale, transfer, conveyance, mortgage, pledge, or assignment of
        the
        legal or beneficial ownership of (i) the Project, (ii) any partnership
        interest in any general partner in Borrower that is a partnership,
        (iii) any membership interest in any member in Borrower that is a limited
        liability company and (iv) any voting stock in any general partner in
        Borrower that is a corporation; “transfer” shall not include (x) the
        leasing of any space within the Project so long as Borrower complies with
        the
        provisions of the Loan Documents relating to such leasing activity; or
        (y) the transfers of non-managing membership interests in Borrower so long
        as the provisions of Section 9.1(2)
        are
        satisfied; and (b) “Control”
of
        one
        Person (the “controlled
        Person”)
        by
        another Person (the “controlling
        Person”)
        shall
        mean the possession, directly or indirectly, by the controlling Person of
        the
        power or ability to direct or cause the direction of the management or policies
        of the controlled Person, subject to approvals for customary major decisions,
        whether through the ability to exercise voting power, by contract or otherwise
        (“Controlled”
and
        “Controlling”
each
        have the meanings correlative thereto).

       

      (6) Without
        limiting the provisions of this Section
        9.1,
        in
        connection with any transfer permitted by this Section
        9.1,
        if any
        such transfer results, directly or indirectly, in the ownership of ten percent
        (10%) or more of the interests in Borrower, Borrower’s Managing Member or
        Borrower’s Managing Member’s General Partner by any Person not currently the
        holder of ten percent (10%) or more of the interests in Borrower, Borrower’s
        Managing Member or Borrower’s Managing Member’s General Partner, then prior to
        any such transfer the following conditions shall be satisfied: 

       

       


      
        
           

          
          

        

        
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      (a) In
        connection with any such transfer, the Administrative Agent shall have received
        not less than thirty (30) days prior to the date on which such transfer is
        to
        become effective: (A) prior written notice of such proposed transfer, (B)
        true
        and correct copies of all documentation that will be entered into with respect
        to the same, and (C) all appropriate papers reasonably requested by the
        Administrative Agent that reflect the identity, organization, good standing,
        tax
        status and financial standing of the proposed transferee, which papers shall
        include certified copies of all documents relating to the organization and
        formation of transferee and of the entities, if any, which are partners or
        members of transferee and updated organizational charts reflecting such
        transfer, as well as all other documents and information reasonably requested
        by
        the Administrative Agent (including such documents as it may require to confirm
        that such proposed transfer will satisfy the requirements of this Agreement
        for
        a transfer to an Approved Transferee, and for the Administrative Agent and
        each
        Lender to undertake and approve such background checks and satisfy such
“know-your-customer” requirements as may be required to be performed by it);


       

      (b) The
        Administrative Agent shall have determined that such proposed transfer will
        not
        result in any violation of the provisions of Section
        9.6
        or
9.21;

       

      (c) The
        Administrative Agent shall have determined that, after giving effect to any
        such
        proposed transfer, the representations and covenants of Borrower set forth
        in
Sections
        7.13
        and
7.16
        of this
        Agreement shall be true and correct as if made immediately after giving effect
        thereto; and

       

      (d) Borrower
        shall pay to the Administrative Agent on behalf of the Lenders all actual
        costs
        and expenses incurred by the Administrative Agent or any Lenders in connection
        with any transfer. 

       

      Section 9.2 Taxes;
        Charges.
        Borrower shall pay before any fine, penalty, interest or cost may be added
        thereto, and shall not enter into any agreement to defer, any real estate
        taxes
        and assessments, franchise taxes and charges, and other governmental charges
        that may become a Lien upon the Project or become payable during the term
        of the
        Loans (collectively, the “Taxes”),
        and
        will promptly furnish the Administrative Agent with evidence of such payment;
        however, Borrower’s compliance with Section 4.1
        of this
        Agreement relating to impounds for taxes and assessments shall, with respect
        to
        payment of such taxes and assessments, be deemed compliance with this
Section 9.2.
        From
        and after the completion of processing of the deeds to PS2 and PS5 and the
        creation of separate tax lots by the assessor’s office of Orange County,
        California, Borrower shall not suffer or permit the joint assessment of the
        Project with any other real property constituting a separate tax lot or with
        any
        other real or personal property. Borrower shall pay when due all claims and
        demands of mechanics, materialmen, laborers and others which, if unpaid,
        might
        result in a Lien on the Project; however, Borrower may contest the validity
        of
        such claims and demands or taxes so long as (1) Borrower notifies the
        Administrative Agent that it intends to contest such claim or demand,
        (2) Borrower provides the Administrative Agent with an indemnity, bond or
        other security satisfactory to the Administrative Agent (including an
        endorsement to the Administrative Agent’s title insurance policy insuring
        against such claim or demand) assuring the discharge of Borrower’s obligations
        for such claims and demands, including interest and penalties, and
        (3) Borrower is diligently contesting the same by appropriate legal
        proceedings in good faith and at its own expense and concludes such contest
        prior to the tenth (10th) day preceding the earlier 

       


      
        
           

          
          

        

        
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      to
        occur
        of the Maturity Date or the date on which the Project is scheduled to be
        sold
        for non payment.

       

      Section 9.3 Control;
        Management.

       

      (1) Borrower
        shall cause the Project to be managed by a Qualified Manager engaged by Borrower
        and reasonably approved by Administrative Agent or another property manager
        engaged by the Borrower and acceptable to Administrative Agent in its sole
        and
        absolute discretion. Administrative Agent hereby approves of Maguire Properties,
        L.P. as the Manager and the Management Agreement dated as of the Closing
        Date.
        The Manager shall manage the Project pursuant to a management agreement approved
        by Administrative Agent in its reasonable discretion, and no Manager shall
        be
        engaged prior to approval of such management agreement. The Manager shall
        be
        entitled to receive a management fee of not more than three percent (3%)
        of
        total Operating Revenues. The Manager shall deliver an executed Subordination
        of
        Management Agreement, which shall provide, among other things, that the
        Management Agreement is subordinate to Administrative Agent’s lien arising under
        the Mortgage and all of Administrative Agent’s rights with respect to the
        Project and the Loan Documents and that Administrative Agent may terminate
        and
        replace the Manager with an independent third-party property manager if:
        (a) an
        Event of Default has occurred and is continuing, (b) the Manager is in default
        of its obligations under the Management Agreement and such default has not
        been
        cured within the applicable cure periods set forth therein, or (c) the Manager
        becomes insolvent or the subject of any bankruptcy proceeding. Any change
        in
        ownership or Control of the Manager shall be cause for Administrative Agent
        to
        re-approve such Manager and Management Agreement, such approval not to be
        unreasonably withheld, conditioned or delayed. If at any time Administrative
        Agent consents to the appointment of a new manager, such new manager and
        Borrower shall, as a condition of Administrative Agent’s consent, execute a
        Subordination of Management Agreement. Each manager shall hold and maintain
        all
        necessary licenses, certifications and permits required by law. Prior to
        the
        execution and delivery to Administrative Agent of any Subordination of
        Management Agreement, Borrower shall deliver such authorizations or resolutions
        and incumbency certificates of Manager and opinions relating to such
        Subordination of Management Agreement as reasonably requested by Administrative
        Agent.

       

      (2) Borrower
        shall deliver to the Administrative Agent, as and when executed, certified
        copies of all material maintenance, management, service, leasing and sales
        contracts entered into with respect to the Project, each of which shall be
        entered into with a party, and on terms and conditions, reasonably acceptable
        to
        the Administrative Agent, and contemporaneously with entering into each material
        contract, at the Administrative Agent’s option, request the service provider
        under each such contract to deliver to the Administrative Agent a Consent
        and
        Agreement or “will-serve” letter, on a form reasonably acceptable to the
        Administrative Agent, pursuant to which such service provider shall undertake,
        inter alia, to continue performance on behalf of the Lenders following any
        Event
        of Default without additional cost (other than sums owed pursuant to such
        contract for services thereafter rendered to or for the Administrative Agent
        or
        the Lenders at its or their request).

       

      Section 9.4 Operation;
        Inspection.

       

       


      
        
           

          
          

        

        
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      (1) Borrower
        shall comply in all material respects (subject to such more stringent
        requirements as may be set forth elsewhere herein) with all Applicable Laws.
        Borrower shall maintain in full force and effect all Government Approvals
        and
        shall from time to time obtain all Government Approvals as shall now or
        hereafter be necessary under Applicable Law in connection with the construction,
        operation or maintenance of the Project or the execution, delivery and
        performance by Borrower of any of the Project Documents to which it is a
        party
        and shall comply with all such Government Approvals and keep them in full
        force
        and effect. If requested by Administrative Agent, Borrower shall promptly
        furnish a true and complete copy of each such Government Approval to the
        Administrative Agent. Borrower shall, unless otherwise approved by the
        Administrative Agent, use its reasonable efforts to contest any proceedings
        before any Governmental Authority and to resist any proposed adverse changes
        in
        Applicable Law to the extent that such proceedings or changes are directed
        specifically toward the Project or could reasonably be expected to have a
        Material Adverse Effect. Borrower shall permit the Administrative Agent and
        the
        Lenders and their agents, representatives and employees, upon reasonable
        prior
        notice to Borrower, to inspect the Project and conduct such environmental
        and
        engineering studies as the Administrative Agent may require, provided such
        inspections and studies do not materially interfere with the use and operation
        of the Project.

       

      (2) After
        prior notice to the Administrative Agent, Borrower, at its own expense, may
        contest by appropriate legal proceedings promptly initiated and conducted
        in
        good faith and with due diligence, the validity or application of any Applicable
        Law; provided that:

       

      (a) no
        monetary default or Event of Default exists;

       

      (b) Borrower
        shall pay any outstanding fines, penalties or other payments under protest
        unless such proceeding shall suspend the collection of such items;

       

      (c) such
        proceeding shall be permitted under and be conducted in accordance with the
        provisions of any other instrument to which Borrower or the Project is subject
        and shall not constitute a default thereunder;

       

      (d) no
        part
        of or interest in the Project will be in danger of being sold, forfeited,
        terminated, canceled or lost during the pendency of the proceeding;

       

      (e) such
        proceeding shall not subject Borrower, the Administrative Agent or any Lender
        to
        criminal or civil liability (other than civil liability as to which adequate
        security has been provided pursuant to clause (f)
        below);

       

      (f) unless
        paid under protest, Borrower shall have furnished such security as may be
        required in the proceeding, or as may be reasonably requested by the
        Administrative Agent, to insure the payment of any such items, together with
        all
        interest and penalties thereon, which shall not be less than 110% of the
        maximum
        liability of Borrower as reasonably determined by the Administrative Agent;
        and

       

      (g) Borrower
        shall promptly upon final determination thereof pay the amount of such items,
        together with all costs, interest and penalties.

       

       


      
        
           

          
          

        

        
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      Section 9.5 Taxes
        on Security.
        Borrower shall pay all taxes, charges, filing, registration and recording
        fees,
        excises and levies payable with respect to the Notes or the Liens created
        or
        secured by the Loan Documents, other than income, franchise and doing business
        taxes imposed on the Administrative Agent or any Lender. If there shall be
        enacted any law (1) deducting the Loans from the value of the Project for
        the purpose of taxation, (2) affecting any Lien on the Project, or
        (3) changing existing laws of taxation of mortgages, deeds of trust,
        security deeds, or debts secured by real property, or changing the manner
        of
        collecting any such taxes, Borrower shall promptly pay to the Administrative
        Agent, on demand, all taxes, costs and charges for which the Administrative
        Agent or any Lender is or may be liable as a result thereof; however, if
        such
        payment would be prohibited by law or would render the Loans usurious, then
        instead of collecting such payment, the Administrative Agent may (and on
        the
        request of the Majority Lenders shall) declare all amounts owing under the
        Loan
        Documents to be immediately due and payable.

       

      Section 9.6 Legal
        Existence; Name, Etc.

       

      (1) Borrower
        shall preserve and keep in full force and effect its existence as a Single
        Purpose Entity. Borrower, Borrower’s Managing Member, and Borrower’s Managing
        Member’s General Partner shall preserve and keep in full force and effect its
        entity status, franchises, rights and privileges under the laws of the state
        of
        its formation, and all qualifications, licenses and permits applicable to
        the
        ownership, use and operation of the Project. Except as may otherwise be
        permitted under Section
        9.1,
        neither
        Borrower nor Borrower’s Managing Member, nor Borrower’s Managing Member’s
        General Partner shall wind up, liquidate, dissolve, reorganize, merge, or
        consolidate with or into, or convey, sell, assign, transfer, lease, or otherwise
        dispose of all or substantially all of its assets, nor shall Borrower acquire
        all or substantially all of the assets of the business of any Person. Borrower
        shall conduct business only in its own name and shall not change its name,
        identity, or organizational structure, or the location of its chief executive
        office or principal place of business unless Borrower (a) shall have
        obtained the prior written consent of the Administrative Agent to such change,
        and (b) shall have taken all actions necessary or requested by the
        Administrative Agent to file or amend any financing statement or continuation
        statement to assure perfection and continuation of perfection of security
        interests under the Loan Documents. Borrower shall not form, acquire or hold
        any
        subsidiaries or interests in any other Person.

       

      (2) Borrower
        shall at all times cause there to be at least one (1) duly appointed member
        of its board of managers or other governing board who is an Independent Manager.
        Borrower shall not take any action or permit any action to be taken which,
        under
        the terms of this Agreement, or the limited liability company operating
        agreement of Borrower, requires the consent of such Independent Manager(s),
        unless such Independent Manager(s) shall have consented in writing to such
        action.

       

      Section 9.7 Affiliate
        Transactions.

       

      (1) Without
        the prior written consent of the Administrative Agent, Borrower shall not
        engage
        in any transaction affecting the Project with an Affiliate of
        Borrower,
        except
        on arm’s-length terms and conditions and pursuant to arrangement which are
        terminable by notice without any termination fee or penalty.

       

       


      
        
           

          
          

        

        
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      (2) Notwithstanding
        Section 9.7(1)
        above,
        (a) PS2 LLC and PS5 LLC may enter into the Master Lease with Guarantor, (b)
        Borrower may enter into transactions with Affiliates as contemplated by the
        REA,
        and (c) provided the Subordination of Management Agreement is delivered to
        Administrative Agent, Borrower may enter into the Management Agreement, and
        pay
        the management fee to Manager in compliance with the Subordination of Management
        Agreement.

       

      Section 9.8 Limitation
        on Other Debt.
        Borrower shall not, without the prior written consent of the Administrative
        Agent and the Majority Lenders, incur any Debt other than the Debt permissible
        for Borrower to incur as described in subsection (n)
        of the
        definition of Single Purpose Entity.

       

      Section 9.9 Further
        Assurances.
        Borrower shall promptly (1) cure any defects in the execution and delivery
        of the Loan Documents, and (2) execute and deliver, or cause to be executed
        and delivered, all such other documents, agreements and instruments as the
        Administrative Agent may reasonably request to further evidence and more
        fully
        describe the collateral for the Loans, to correct any omissions in the Loan
        Documents, to perfect, protect or preserve any Liens created under any of
        the
        Loan Documents, or to make any recordings, file any notices, or obtain any
        consents, as may be necessary or appropriate in connection
        therewith.

       

      Section 9.10 Estoppel
        Certificates.
        Borrower, within ten (10) days after request, shall furnish to the
        Administrative Agent a written statement, duly acknowledged, setting forth
        the
        amount due on the Loans, the terms of payment of the Loans, the date to which
        interest has been paid, whether any offsets or defenses exist against the
        Loans
        and, if any are alleged to exist, the nature thereof in detail, and such
        other
        matters as the Administrative Agent reasonably may request.

       

      Section 9.11 Notice
        of Certain Events.
        Borrower shall promptly notify the Administrative Agent of (1) any
        Potential Default or Event of Default, together with a detailed statement
        of the
        steps being taken to cure such Potential Default or Event of Default;
        (2) any notice of default received by Borrower or any Borrower Party under
        other obligations relating to the Project or otherwise material to Borrower’s
        business; and (3) any threatened or pending legal, judicial or regulatory
        proceedings, including any dispute between Borrower and any governmental
        authority, affecting Borrower or the Project.

       

      Section 9.12 Indemnification.
        Borrower shall indemnify, defend and hold the Administrative Agent and each
        Lender harmless from and against any and all losses, liabilities, claims,
        damages, expenses, obligations, penalties, actions, judgments, suits, costs
        or
        disbursements of any kind or nature whatsoever, including the reasonable
        fees
        and actual expenses of their counsel, which may be imposed upon, asserted
        against or incurred by any of them relating to or arising out of (1) the
        Project or (2) any of the Loan Documents or the transactions contemplated
        thereby, including, without limitation, (a) any accident, injury to or
        death of persons or loss of or damage to property occurring in, on or about
        any
        of the Project or any part thereof or on the adjoining sidewalks, curbs,
        adjacent property or adjacent parking areas, streets or ways, (b) any
        inspection, review or testing of or with respect to the Project, (c) any
        investigative, administrative, mediation, arbitration, or judicial proceeding,
        whether or not the Administrative Agent or any Lender is designated a party
        thereto, commenced or threatened at any time (including after the repayment
        of
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      execution,
        delivery or performance of any Loan Document or to the Project, (d) any
        proceeding instituted by any Person claiming a Lien, and (e) any brokerage
        commissions or finder’s fees claimed by any broker or other party in connection
        with the Loans, the Project, or any of the transactions contemplated in the
        Loan
        Documents, including those arising from the joint, concurrent, or comparative
        negligence of the Administrative Agent or any Lender, except to the extent
        any
        of the foregoing is caused by the Administrative Agent’s or any Lender’s gross
        negligence or willful misconduct, in which case the party to whom the gross
        negligence or willful misconduct is attributable (but not any other party)
        shall
        not be entitled to the indemnification provided for hereunder to the extent
        of
        such gross negligence or willful misconduct, and the obligations of Borrower
        under this Section
        9.12
        shall
        not apply to the extent that the events which give rise to the indemnities
        set
        forth herein first occur after the date on which Administrative Agent or
        any
        other Lender acquires title to the Project by foreclosure or deed-in-lieu
        of
        foreclosure.

       

      Section 9.13 Reserved.

       

      Section 9.14 Maintenance
        of the Project; Alterations.

       

      (1) Subject
        to the completion of construction of the Project, Borrower shall
        (a) maintain or cause to be maintained the Project in good condition and
        repair, in an manner consistent with a Class “A” office building and parking
        facility located in the City of Irvine, California, and make all reasonably
        necessary repairs or replacements thereto; (b) not remove, demolish or
        structurally alter, or permit or suffer the removal, demolition or structural
        alteration of, any of the Improvements without the prior consent of the
        Administrative Agent except to the extent required pursuant to an Approved
        Lease
        or by Applicable Law; (c) complete promptly and in a good and workmanlike
        manner any Improvements which may be hereafter constructed on the Land and,
        subject to the terms of the Loan Documents, promptly restore in like manner
        any
        portion of the Improvements which may be damaged or destroyed from any cause
        whatsoever, and pay when due all claims for labor performed and material
        furnished therefor, subject to Borrower’s right to contest any such claims (as
        long as such contested claims have been bonded over to the satisfaction of
        the
        Administrative Agent); (d) not commit, or permit, any waste of the Project;
        and (e) not remove any item of the Project without replacing it with a
        comparable item of equal quality, value and usefulness; except that Borrower
        may
        (i) sell or dispose of in the ordinary course of business any property
        which is obsolete, (ii) in accordance with the Loan Documents permit work
        on the Project in accordance with the approved Plans and Specifications or
        to
        the extent permitted or required pursuant to an Approved Lease and
        (iii) permit the demolition of any currently existing improvements in
        accordance with the Plans and Specifications.

       

      (2) After
        completion of the Improvements, Borrower shall obtain the Administrative
        Agent’s
        prior written consent, which consent shall not be unreasonably withheld or
        delayed, to any alterations to any improvements that may have a material
        adverse
        effect on Borrower’s financial condition, the use, operation or value of the
        Project or the actual net operating income with respect to the Project, other
        than (a) tenant improvement work performed pursuant to the terms and
        provisions of an Approved Lease and not adversely affecting any structural
        component of any improvements, any utility or HVAC system contained in any
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      Project,
        or (b) alterations performed in connection with the restoration of the
        Project after the occurrence of a casualty in accordance with the terms and
        provisions of this Agreement.

       

      Section 9.15 Hedge
        Agreements. 

       

      (1) Prior
        to
        the Closing Date, Hedge Party shall obtain, and thereafter at all times maintain
        in full force and effect a Hedge Agreement satisfactory to the Administrative
        Agent in its sole and absolute discretion with (i) a Eurohypo Counterparty
        or
        (ii) one or more other banks or insurance companies (each a “Third-Party
        Counterparty”),
        which
        effective upon the Closing Date, is sufficient to have the effect of capping
        the
        one-month LIBOR Rate at not in excess of five and one half percent (5.50%)
        per
        annum through the Maturity Date with respect to a notional amount which shall
        increase over time so as to equal from time to time at least seventy-five
        percent (75%) of the balance of the Loans which is projected (based on
        projections approved by the Administrative Agent prior to the Closing Date)
        to
        be outstanding on the fifteen (15th)
        day of
        each month during the period from the Closing Date through the Maturity Date.
        Within ten (10) Business Days following each February 1 and August 1 during
        the
        period from the Closing Date through the Maturity Date, Borrower shall, if
        the
        notional amount then covered by the Hedge Agreement(s) theretofore delivered
        hereunder is less than seventy-five percent (75%) of the then-outstanding
        balance of the Loans, cause a supplemental Hedge Agreement to be delivered
        to
        the Administrative Agent in compliance with all the terms of this Section
        9.15
        but
        under which the notional amount shall equal the amount by which seventy five
        percent (75%) of the then-outstanding balance of the Loans exceeds the notional
        amount then covered by the Hedge Agreement(s) theretofore delivered hereunder.
        In addition, if the actual outstanding balance under the Loans exceeds as
        of the
        fifteen (15th)
        day of
        any month the amounts projected to be outstanding under the Loans as of such
        date in the projection of outstanding balances theretofore approved by the
        Administrative Agent under this Section
        9.15
        by more
        than five percent (5%), and is forecast by the Administrative Agent in its
        discretion to continue to exceed the previously projected amounts for any
        subsequent month, Borrower, within ten (10) Business Days following the
        Administrative Agent’s request therefor, shall cause a supplemental Hedge
        Agreement to be delivered to the Administrative Agent in compliance with
        all the
        terms of this Section
        9.15
        but
        under which the notional amount in effect thereunder on the fifteen
        (15th)
        day of
        each month through the Maturity Date shall equal seventy five percent (75%)
        of
        the difference between the amounts then projected by the Administrative Agent
        to
        be outstanding on the fifteen (15th)
        day of
        each such month and the notional amount to be in effect on the fifteen
        (15th)
        day of
        each such month under the Hedge Agreement(s) theretofore delivered hereunder.
        The Hedge Agreement shall require monthly payments to be based on a LIBOR
        Rate
        of interest having successive Interest Periods (an “Interest
        Rate Hedge Period”)
        of one
        month or such other Interest Periods satisfactory to Administrative Agent
        in its
        sole and absolute discretion.

       

      (2) Reserved

       

      (3) Any
        Hedge
        Agreement with a Third-Party Counterparty is herein called a “Third-Party
        Hedge Agreement.”
With
        respect to each Third-Party Hedge Agreement: (i) the Third-Party
        Counterparty providing such Third-Party Hedge Agreement must (a) have a long
        term unsecured debt rating no lower than “A+” from S&P and (b) be
        satisfactory to the Administrative Agent in its reasonable discretion;
        (ii) the form and substance of such Third-Party Hedge Agreement must be
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      and
        in
        all respects; and (iii) the
        Third-Party Counterparty providing such Third-Party Hedge Agreement must
        enter
        into a written agreement with the Administrative Agent (A) whereby such
        Third-Party Counterparty acknowledges the collateral assignment of such
        Third-Party Hedge Agreement to Administrative Agent as additional security
        for
        the Loan pursuant to the Hedge Agreement Pledge, and (B) which is otherwise
        in form and substance acceptable to the Administrative Agent in reasonable
        discretion. Administrative Agent shall have the right to bid on any potential
        Hedge Agreement on which Borrower solicits bids pursuant to Section 9.15(1).

       

      (4) In
        the
        event of any downgrade, withdrawal or qualification of the rating of the
        a
        Third-Party Counterparty below “A+” by S&P, Borrower shall cause the Hedge
        Party to replace the Hedge Agreement with a replacement Hedge Agreement meeting
        the requirements of this Section 9.15
        not
        later than fifteen (15) Business Days after learning of such downgrade,
        withdrawal or qualification.

       

      (5) If
        the
        Hedge Party fails for any reason or cause whatsoever to secure a Hedge Agreement
        or replacement Hedge Agreement as and when required to do so hereunder, such
        failure shall constitute an Event of Default and the Administrative Agent
        shall
        be entitled to exercise all rights and remedies available to it under this
        Agreement and the other Loan Documents or otherwise, including the right
        (but
        not the obligation) of the Administrative Agent to secure or otherwise enter
        into one or more Hedge Agreements with a Lender or other Third-Party
        Counterparty for and on behalf of Borrower without such action constituting
        a
        cure of such Event of Default and without waiving the Administrative Agent’s or
        Lenders’ rights arising out of or in connection with such Event of Default. If
        the Administrative Agent shall enter into a Hedge Agreement with a Lender
        or
        other Third-Party Counterparty in accordance with its right to do so pursuant
        to
        this subsection (5),
        then
        (i) the terms and provisions of any such Hedge Agreement, including the
        term thereof, shall be determined by the Administrative Agent in its sole
        and
        absolute discretion and (ii) Borrower shall pay all of the Administrative
        Agent’s costs and expenses in connection therewith, including any fees charged
        by the applicable counterparty and attorneys’ fees and
        disbursements

       

      (6) Borrower
        shall cause all payments payable by a Third-Party Counterparty under the
        Hedge
        Agreement to be deposited into an account designated by the Administrative
        Agent. If required by the Administrative Agent, Borrower shall obtain a direct
        undertaking by the Third-Party Counterparty to pay the amounts due to the
        Hedge
        Party thereunder directly to such account on the dates such payments are
        due. On
        the due date for interest on the Loans each month, the amounts held in such
        account shall be debited, and applied to pay the accrued but unpaid interest
        on
        the Loans due on such date, before applying any portion of the Loan proceeds
        which is allocated to the Interest Reserve for such purpose, and before applying
        any Operating Revenues for such purpose. If the Hedge Party has not entered
        into
        a Hedge Agreement prior to the execution of this Agreement, but subsequently
        enters into one, the Administrative Agent shall have the right, without
        obtaining any further consent from the Lenders, to approve such adjustments
        to
        the Budget as may be deemed appropriate by the Administrative Agent in its
        discretion to reflect, as part of the Budget Line Item for Interest Reserve,
        the
        impact of the rights and obligations of the Hedge Party under the Hedge
        Agreement.

       

      (7) If
        Borrower is entitled to receive a payment under any Hedge Agreement upon
        a
        termination thereof, such payment shall be delivered to the Administrative
        Agent
        and applied by the Administrative Agent to any amounts due to the Administrative
        Agent or the 

       


      
        
           

          
          

        

        
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      Lenders
        under the Loan Documents in such order and priority as the Administrative
        Agent
        shall determine in its sole and absolute discretion.

       

      (8) The
        economic and other benefits of the Hedge Agreements secured by Borrower and
        all
        of the other rights of Borrower thereunder shall be collaterally assigned
        to the
        Administrative Agent as additional security for the Loans, pursuant to a
        Hedge
        Agreement Pledge. All Hedge Agreement Pledges shall be accompanied by
        (i) Uniform Commercial Code financing statements, in duplicate, with
        respect to such pledges and (ii) the consent and agreement of the
        counterparty thereunder that it will continue to perform its obligations
        under
        such Hedge Agreement for the benefit of the Administrative Agent and the
        Lenders
        after enforcement of and/or realization on such Hedge Agreement Pledge and
        an
        acknowledgement that the Administrative Agent shall not be deemed to have
        assumed any of the obligations or duties of Borrower under any such Hedge
        Agreement.

       

      (9) In
        connection with a Third-Party Hedge Agreement, Borrower shall obtain and
        deliver
        to the Administrative Agent a customary opinion from counsel (which counsel
        may
        be in-house counsel for the Third-Party Counterparty) for the Third-Party
        Counterparty (in form reasonably satisfactory to the Administrative Agent
        and
        upon which the Administrative Agent, the Lenders and their respective successors
        and assigns may rely).****

       

      (a) 

       

      (10) If
        any
        Hedge Agreement delivered by Borrower to the Administrative Agent, shall
        by its
        terms, expire prior to the Maturity Date, the Borrower shall deliver to the
        Administrative Agent a replacement Hedge Agreement at least ten (10)
        Business Days prior to the expiration date of the then current Hedge Agreement
        which replacement Hedge Agreement shall be acceptable to the Administrative
        Agent in its sole and absolute discretion and otherwise satisfy the requirements
        of this Section 9.15.

       

      (11) Other
        than as expressly provided in the Budget, none of the proceeds of the Loans
        shall be made available to make any payments that are due to be made by the
        Hedge Party under any Hedge Agreement.

       

      Section 9.16 Reserved.
        

       

      Section 9.17 Handicapped
        Access.

       

      (1) Borrower
        (a) agrees that it shall use commercially reasonable efforts to ensure that
        the Project shall at all times comply with the requirements of the Americans
        with Disabilities Act of 1990, the Fair Housing Amendments Act of 1988, all
        state and local laws and ordinances related to handicapped access and all
        rules,
        regulations, and orders issued pursuant thereto including, without limitation,
        the Americans with Disabilities Act Accessibility Guidelines for Buildings
        and
        Facilities (collectively, “Access
        Laws”)
        and
        (b) has no actual knowledge as to the Project’s non-compliance with any
        Access Laws where the failure to so comply could have a material adverse
        effect
        on the Project or on Borrower’s ability to repay the Loans in accordance with
        the terms hereof.

       

       


      
        
           

          
          

        

        
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      (2) Notwithstanding
        any provisions set forth herein or in any other document regarding the
        Administrative Agent’s approval of alterations of the Project, Borrower shall
        not alter the Project in any manner which would materially increase Borrower’s
        responsibilities for compliance with the applicable Access Laws without the
        prior written approval of the Administrative Agent. The foregoing shall apply
        to
        tenant improvements constructed by Borrower or by any of its tenants. The
        Administrative Agent may condition any such approval upon receipt of a
        certificate of Access Law compliance from an architect, engineer, or other
        person reasonably acceptable to the Administrative Agent.

       

      (3) Borrower
        agrees to give prompt notice to the Administrative Agent of the receipt by
        Borrower of any written complaints related to violation of any Access Laws
        with
        respect to the Project and of the commencement of any proceedings or
        investigations which relate to compliance with applicable Access
        Laws.

       

      Section 9.18 Zoning.
        Borrower shall not, without the Administrative Agent’s prior consent, seek,
        make, suffer, consent to or acquiesce in any adverse change or variance in
        any
        zoning or land use laws or other conditions of use of the Project or any
        portion
        thereof. Borrower shall not use or permit the use of any portion of the Project
        in any manner that could result in such use becoming a non-conforming use
        under
        any zoning or land use law or any other applicable law or modify any agreements
        relating to zoning or land use matters or with the joinder or merger of lots
        for
        zoning, land use or other purposes, without the prior written consent of
        the
        Administrative Agent. Without limiting the foregoing, in no event shall Borrower
        take any action that would reduce or impair either (a) the number of
        parking spaces at the Improvements or (b) access to the Project from
        adjacent public roads. Further, without the Administrative Agent’s prior written
        consent, Borrower shall not file or subject any part of the Project to any
        declaration of condominium or co-operative or convert any part of the Project
        to
        a condominium, co-operative or other direct or indirect form of multiple
        ownership and governance.

       

      Section 9.19 ERISA.
        Borrower
        shall not hire any employees, and shall obtain all workforce services required
        for the ownership, operation, construction or development of the Project
        by
        contracting therefor pursuant to the Development Agreement, General Contract
        and
        the Project Documents. Borrower shall not take any action, or omit to take
        any
        action, which would (a) cause Borrower’s assets to constitute “plan assets”
for purposes of ERISA or the Code or (b) cause the transactions
        contemplated by this Agreement and the other Loan Documents to be nonexempt
        prohibited transactions (as such term is defined in Section 4975 of the
        Code or Section 406 of ERISA) that could subject the Administrative Agent
        and/or the Lenders, on account of any Loan or execution of the Loan Documents
        hereunder, to any tax or penalty on prohibited transactions imposed under
        Section 4975 of the Code or Section 502(i) of ERISA.

       

      Section 9.20 Books
        and Records; Inspection Rights.
        Borrower will, and will cause each of the other Borrower Parties to, keep
        proper
        books of record and account in which full, true and correct entries are made
        of
        all dealings and transactions in relation to its business and activities.
        Borrower will, and will cause each of the other Borrower Parties to, permit
        any
        representatives designated by the Administrative Agent or any Lender, upon
        reasonable prior notice, to visit and inspect its properties, to examine
        and
        make extracts from its 

       


      
        
           

          
          

        

        
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      books
        and
        records, and to discuss its affairs, finances and condition with its officers
        and independent accountants, all at such reasonable times and as often as
        reasonably requested.

       

      Section 9.21 Foreign
        Assets Control Regulations.

       

      (1) Neither
        Borrower nor any Borrower Party shall use the proceeds of the Loan in any
        manner
        that will violate the Trading with the Enemy Act, as amended, or any of the
        foreign assets control regulations of the United States Treasury Department
        (31
        CFR, Subtitle B, Chapter V, as amended) or the Anti-Terrorism Order or any
        enabling legislation or executive order relating to any of the same. Without
        limiting the foregoing, neither Borrower nor any Borrower Party will permit
        itself nor any of its Subsidiaries to (a) become a blocked person described
        in Section 1 of the Anti-Terrorism Order or (b) knowingly engage in
        any dealings or transactions or be otherwise associated with any person who
        is
        known by such Borrower Party or who (after such inquiry as may be required
        by
        Applicable Law) should be known by such Borrower Party to be a blocked
        person.

       

      (2) Each
        partner or member or other direct or indirect principal of Borrower having
        an
        interest in ten percent (10%) or more of the capital or profits of Borrower
        shall be at all times during the term of the Loans an entity or person which
        (a) is (and whose principals shall be) a reputable entity or person of good
        character (i.e., not under indictment or convicted of a felony) and in good
        standing as reasonably determined by the Administrative Agent, (b) is
        creditworthy and is not and has not, within the preceding two (2) years,
        been
        adverse to any of the Lenders in any pending litigation or arbitration in
        which
        any Lender is also a party, (c) is not a Prohibited Person, and (d) is
        in good standing in its state or country of organization.

       

      Section 9.22 Performance
        of Project Documents and Easements.

       

      (1) Borrower
        shall (a) perform and observe in all material respects all of its covenants
        and agreements contained in any of the Project Documents to which it is a
        party,
        (b) take all reasonable and necessary action to prevent the termination of
        any such Project Document in accordance with the terms thereof or otherwise,
        (c) enforce each material covenant or obligation of each such Project
        Document in accordance with its terms, (d) promptly give the Administrative
        Agent copies of any default or other material notices given by or on behalf
        of
        Borrower received by or on behalf of Borrower from any other Person under
        the
        Project Documents and (e) take all such action to achieve the purposes
        described in clauses (a), (b) and (c) of this Section 9.22
        as may
        from time to time be reasonably requested by the Administrative Agent;
provided,
        however,
        that
        Borrower shall be permitted, upon the Administrative Agent’s reasonable
        approval, to contest the validity or applicability of any requirement under
        the
        Project Documents.

       

      (2) Borrower
        will comply with all restrictive covenants and easements affecting the Project
        (unless the Title Company has insured against the enforcement of same in
        the
        Title Policy). All covenants, easements, cross easements or operating agreements
        which may hereafter be acquired, entered into or amended by Borrower affecting
        the Project (it being understood that Borrower will use its best efforts
        to
        procure such of the foregoing items as the Administrative Agent may reasonably
        deem appropriate) shall be submitted to the Administrative Agent for the
        Administrative Agent’s approval, which shall not be unreasonably 

       


      
        
           

          
          

        

        
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      withheld
        or delayed, prior to the execution thereof by Borrower, accompanied by a
        drawing
        or survey showing the location thereof.

       

      Section 9.23 Payment
        for Labor and Materials.
        Borrower shall promptly pay when due all invoices and costs for labor,
        materials, and specifically fabricated materials incurred in connection with
        the
        Project and never permit to exist beyond the due date thereof in respect
        of the
        Project or any part thereof any Lien, even though inferior to the Liens of
        the
        Loan Documents. Borrower may contest the validity or amount of such invoices
        and
        Liens so long as (1) Borrower notifies the Administrative Agent that it
        intends to contest such claim or demand, (2) Borrower provides the
        Administrative Agent with an indemnity, bond or other security satisfactory
        to
        the Administrative Agent (including an endorsement to the Administrative
        Agent’s
        title insurance policy insuring against such claim or demand) assuring the
        discharge of Borrower’s obligations for such claims and demands, including
        interest and penalties, and (3) Borrower is diligently contesting the same
        by appropriate legal proceedings in good faith and at its own expense and
        concludes such contest prior to the tenth (10th) day preceding the earlier
        to occur of the Maturity Date or the date on which the Project could be sold,
        forfeited, terminated, cancelled or lost for non payment, (4) such
        proceeding shall not subject Borrower, the Administrative Agent or any Lender
        to
        criminal or civil liability (other than civil liability as to which adequate
        security has been provided pursuant to clause (2) above), and
        (5) Borrower shall promptly upon final determination thereof pay the amount
        of such items, together with all costs, interest and penalties.

       

      Section 9.24 Operating
        Plan and Budget.

       

      (1) If
        Borrower has elected to extend the Maturity Date pursuant to Section 2.5,
        Borrower shall, no less than sixty (60) days prior to the original Maturity
        Date, and then annually thereafter not later than November 15th of the
        previous calendar year, submit to the Administrative Agent for the
        Administrative Agent’s written approval an annual budget (each an “Annual
        Budget”),
        in
        form reasonably satisfactory to the Administrative Agent setting forth in
        detail
        budgeted monthly Operating Revenues and monthly Operating Expenses for the
        Project. The Administrative Agent shall have the right to approve such Annual
        Budget (such approval to be in the Administration Agent’s sole and absolute
        discretion during any period where the Administrative Agent is taking action
        to
        remove the Manager). If the Administrative Agent objects to the proposed
        Annual
        Budget, the Administrative Agent shall advise Borrower of such objections
        within
        fifteen (15) days after receipt thereof (and deliver to Borrower a
        reasonably detailed description of such objections) and Borrower shall within
        ten (10) days after receipt of notice of any such objections revise such
        Annual Budget and resubmit the same to the Administrative Agent such procedure
        to be repeated until such time as the Administrative Agent shall approve
        such
        Annual Budget. Each such Annual Budget approved by the Administrative Agent
        in
        accordance with terms hereof, as well as the budget for the current calendar
        year approved by the Administrative Agent on the Closing Date, shall hereinafter
        be referred to as an “Approved
        Annual Budget.”
Until
        such time that the Administrative Agent has approved a proposed Annual Budget,
        the most recently Approved Annual Budget shall apply, provided that such
        Approved Annual Budget shall be adjusted to reflect actual increases in real
        estate taxes, insurance premiums and utilities expenses and shall otherwise
        be
        adjusted to reflect any change during the preceding year in the Consumer
        Price
        Index.

       

       


      
        
           

          
          

        

        
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      (2) Borrower
        may at any time propose an amendment to an Approved Annual Budget for the
        remainder of the then current calendar year, and, when approved as provided
        below, such amended Approved Annual Budget shall be deemed to be and shall
        be
        effective as the Approved Annual Budget for such calendar year. Prior to
        making
        any expenditures not reflected in the then current Approved Annual Budget
        in
        excess of an aggregate amount of $500,000 per annum, Borrower shall propose
        an
        amendment to the Approved Annual Budget to the Administrative Agent for its
        reasonable approval. Copies of any such proposed amended Approved Annual
        Budget
        shall be furnished at least thirty (30) days before final adoption thereof
        to the Administrative Agent for its approval. The Administrative Agent shall
        have thirty (30) days after receipt of any proposed amendment to the
        Approved Annual Budget to approve or disapprove such proposed amendment.
        Borrower’s request for approval of the proposed amendment to the Approved Annual
        Budget shall
        be
        deemed approved if (i) the Administrative Agent shall have failed to notify
        Borrower of its approval or disapproval within such thirty (30) day period
        (the
“Approval
        Period”)
        following the Administrative Agent’s receipt of Borrower’s written request
        together with any and all information and documentation relating thereto
        reasonably requested by Administrative Agent to reach a decision and provided
        the request to Administrative Agent is marked in bold lettering with the
        following: “LENDER’S RESPONSE IS REQUIRED WITHIN THIRTY (30) DAYS OF RECEIPT OF
        THIS NOTICE PURSUANT TO THE TERMS OF THE CONSTRUCTION LOAN AGREEMENT BETWEEN
        THE
        UNDERSIGNED AND LENDER” and the envelope containing the request must be marked
“PRIORITY”, (ii) Borrower shall have delivered to the Administrative Agent a
        written notice of Administrative Agent’s failure to respond to Borrower’s
        request on or after the end of the Approval Period (the “Failure
        to Respond Notice”),
        and
        (iii) the Administrative Agent shall have failed to notify Borrower of its
        approval or disapproval within ten (10) days following the Administrative
        Agent’s receipt of the Failure to Respond Notice. Notwithstanding
        the foregoing, Borrower shall be permitted to expend an amount up to $500,000
        per annum to make emergency repairs to the Project or otherwise to respond
        to an
        emergency affecting the Project. 

       

      Section 9.25 Inspection.
        Borrower shall permit representatives of the Administrative Agent, the
        Construction Consultant and the Lenders, at reasonable times and on reasonable
        advance notice, to examine its books of record and account, to make copies
        and
        abstracts therefrom, and to discuss its affairs, finances and accounts with
        its
        principal officers, engineers and independent accountants (and by this provision
        Borrower authorizes said accountants to discuss with such Persons such affairs,
        finances and accounts, but after prior notice to Borrower of such discussions).
        Without limiting the foregoing, representatives of the Construction Consultant,
        the Administrative Agent and the Lenders shall have the right at reasonable
        times and on reasonable advance notice to (a) inspect the Project and all
        materials to be used in connection with the construction of the Improvements
        from time to time and to witness the construction thereof, (b) to conduct
        such environmental and engineering inspections and studies as the Administrative
        Agent may require, (c) to examine all detailed plans and shop drawings in
        connection with the construction of the Improvements and (d) meet with the
        representatives of the Design Professionals, the General Contractor and the
        Major Subcontractors to discuss the status and issues relating to the
        construction of the Improvements (and by this provision Borrower authorizes
        Borrower’s Architect, the General Contractor and the Major Subcontractors to
        cooperate and discuss with such Persons such construction matters, but after
        reasonable prior notice to Borrower of such discussions). Borrower shall
        at all
        times cause a complete set of the original plans (and all supplements thereto)
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      Project
        to be maintained at the Project or construction office and available for
        inspection by such representatives.

       

      Section 9.26 Project
        Construction and Completion.

       

      (1) Borrower
        shall construct the Construction Work in a good and workmanlike manner in
        accordance with generally accepted engineering and construction practice,
        the
        recommendations set forth in each soils report, seismic report, geotechnical
        report and other engineering reports submitted to Administrative Agent and
        accepted by it pursuant to Schedule 4,
        the
        Plans and Specifications, the applicable Tenant Improvement Plans, the
        Construction Schedule and Applicable Law.

       

      (2) Borrower
        shall timely commence the Construction Work for the Improvements on or prior
        to
        the Commencement Date, and shall cause such Construction Work to be completed
        (and all Base Building Substantial Completion Conditions on account thereof
        to
        be satisfied) by the Completion Date subject to Unavoidable Delay (other
        than
        Punch List Items which shall be completed by Borrower with diligence following
        the Completion Date, and Tenant Improvement Work which shall be timely completed
        by Borrower in accordance with the applicable Approved Lease).

       

      (3) Borrower
        shall not commence construction of any Construction Work, or any particular
        component thereof, nor permit any tenant so to do, until Borrower or any
        such
        tenant has obtained all Government Approvals required under Applicable Law
        for
        the commencement of construction of such Construction Work or such component
        thereof, as the case may be.

       

      (4) Once
        begun, Borrower shall cause the construction of the Construction Work to
        be
        prosecuted with diligence in accordance with the Construction Schedule, free
        and
        clear of Liens or claims for Liens for materials supplied and for labor or
        services performed in connection with the construction of the applicable
        Improvements, except for Liens contested in accordance with the provisions
        of
Section
        9.23
        hereof.


       

      (5) Borrower
        shall deliver to the Administrative Agent, on demand, copies of all contracts,
        bills of sale, statements, receipted vouchers and agreements under which
        Borrower claims title to any materials, fixtures or articles incorporated
        in the
        Improvements.

       

      (6) Borrower
        shall, upon demand of the Administrative Agent based upon the advice of the
        Construction Consultant, correct any Unsatisfactory Work; and the advance
        of any
        proceeds of any Loan shall not constitute a waiver of the Administrative
        Agent’s
        right to require compliance with this covenant with respect to any such
        Unsatisfactory Work. None of the Administrative Agent, the Lenders or the
        Construction Consultant shall have any affirmative duty to Borrower or any
        third
        party to inspect for Unsatisfactory Work or other defects or to call them
        to the
        attention of Borrower or anyone else.

       

      Section 9.27 Proceedings
        to Enjoin or Prevent Construction.
        If any
        proceedings are filed seeking to enjoin or otherwise prevent or declare invalid
        or unlawful all or any part of the Construction Work, Borrower, at its sole
        cost
        and expense, will cause such proceedings to be vigorously contested in good
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      decision,
        prosecute all allowable appeals therefrom, and will, without limiting the
        generality of the foregoing, resist the entry or seek the stay of any temporary
        or permanent injunction that may be entered, and use its best efforts to
        bring
        about a favorable and speedy disposition of all such proceedings.

       

      Section 9.28 Agent’s,
        Lenders’ and Construction Consultant’s Actions for their Own Protection
        Only.
        The
        authority herein conferred upon the Administrative Agent, the Lenders and/or
        the
        Construction Consultant and any action taken by the Administrative Agent,
        the
        Lenders and/or the Construction Consultant in making inspections, procuring
        sworn statements and waivers of lien, approving contracts and subcontracts
        and
        approving Plans and Specifications will be taken by the Administrative Agent,
        the Lenders and the Construction Consultant for their own protection only,
        and
        none of the Administrative Agent, the Lenders or the Construction Consultant
        shall be deemed to have assumed any responsibility to Borrower or any other
        party with respect to any such action herein authorized or taken by the
        Administrative Agent, the Lenders or the Construction Consultant or with
        respect
        to the Construction Work, performance of contracts or subcontracts by any
        contractors or subcontractors, or prevention of claims for mechanics’ liens. Any
        review, investigation or inspection conducted by the Administrative Agent,
        the
        Lenders, the Construction Consultant or any other architectural or engineering
        consultants retained by the Administrative Agent in order to verify
        independently Borrower’s satisfaction of any conditions precedent to advances
        under this Agreement, Borrower’s performance of any of the covenants, agreements
        and obligations of Borrower under this Agreement, or the validity of any
        representations and warranties made by Borrower hereunder (regardless of
        whether
        or not the party conducting such review, investigation or inspection should
        have
        discovered that any of such conditions precedent were not satisfied or that
        any
        such covenants, agreements or obligations were not performed or that any
        such
        representations or warranties were not true), shall not affect (or constitute
        a
        waiver by the Administrative Agent or the Lenders of) (a) any of Borrower’s
        representations, warranties or obligations under this Agreement or the
        Administrative Agent’s and the Lenders’ reliance thereon or right to require the
        performance thereof or (b) the Administrative Agent’s or the Lenders’
reliance upon any certifications of Borrower or the Design Professionals
        required under this Agreement or any other facts, information or reports
        furnished to the Administrative Agent and/or the Lenders by Borrower
        hereunder.

       

      Section 9.29 Sign
        and Publicity.
        If the
        Administrative Agent requests, Borrower shall, to the extent permitted by
        Applicable Law, erect a sign approved by the Administrative Agent on the
        Project
        in a conspicuous location reasonably approved by Borrower indicating that
        the
        financing for the Project has been provided by the Lenders and that Eurohypo
        is
        the Administrative Agent for the Lenders. Borrower shall include in any public
        announcement or media release concerning the general development of the Project
        a statement that the Lenders have provided the financing for the Project
        and
        that Eurohypo is the Administrative Agent for the Lenders.

       

      Section 9.30 Amendment
        of Project Documents and Government Approvals; Change Orders.

       

      (1) Borrower
        shall not, without the Administrative Agent’s prior consent, which consent shall
        not be unreasonably withheld:

       

       


      
        
           

          
          

        

        
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      (a) take
        any
        action to cancel or terminate any material right under any General Contract,
        any
        Major Subcontract, any other Project Document or any Government Approval
        to
        which it is a party;

       

      (b) sell,
        assign, pledge, transfer, mortgage, hypothecate or otherwise dispose of (by
        operation of law or otherwise) or encumber any part of its interest in any
        General Contract, any Major Subcontract, any other Project Document or any
        Government Approval;

       

      (c) waive
        any
        material default under or breach of any material provisions of any General
        Contract, any Major Subcontract, any other Project Document or any Government
        Approval, or waive, forgive, release or fail to enforce any material right,
        interest or entitlement, howsoever arising, under or in respect of any of
        the
        foregoing, or vary or agree to the variation in any material adverse way
        of any
        of the foregoing or of the performance of any other Person or Governmental
        Authority thereunder;

       

      (d) amend
        or
        adversely modify any material provision of, or give any consent under, any
        General Contract, any Major Subcontract, any other Project Document or any
        Government Approval (including, without limitation, the Plans and
        Specifications, the Construction Schedule or the Bonds), including, without
        limitation, any amendment or modification which, subject to Borrower’s rights
        under Section
        4.5
        and
        right to make Change Orders pursuant to the provisions of subsection (2)
        below,
        would increase the Budget or any Budget Line Item; or which might adversely
        affect the value of the security for the Loans; or which, regardless of cost,
        is
        a material change in structure, design or function; or which might delay
        completion of any element of the Construction Work beyond the time allotted
        for
        it in the Completion Schedule, or completion of the satisfaction of the Base
        Building Substantial Completion Conditions for the Construction Work beyond
        the
        applicable Completion Date therefor;

       

      (e) petition,
        request or take any other legal or administrative action that seeks, or may
        reasonably be expected, to rescind, terminate or suspend any General Contract,
        any Major Subcontract, any other Project Document or any Government Approval
        or
        amend or modify all or any material part thereof; or

       

      (f) enter
        into, or permit the General Contractor to enter into, any new Major Subcontract
        (which consent shall be conditioned upon the delivery by the Major Subcontractor
        thereunder of a Consent and Agreement).

       

      (2) Borrower
        shall obtain the Administrative Agent’s and the Construction Consultant’s
        approval for any additive Change Order that exceeds $500,000 with respect
        to any
        single change or related group or series of changes. At such time as all
        Change
        Orders in the aggregate result in an increase in the Budget in excess of
        $4,000,000, Borrower shall obtain the Administrative Agent’s and the
        Construction Consultant’s approval for all subsequent Change
        Orders.

       

      (3) Subject
        to the provisions of this Section 9.30,
        Borrower shall from time to time promptly deliver to the Administrative Agent
        and the Construction Consultant all Change Orders, pending or executed, along
        with evidence that all Government Approvals relating thereto have been obtained,
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      proposed
        change and related working drawings, a written estimate of the cost of the
        proposed change and the time necessary to complete it and a written explanation
        of the reasons therefor. The Administrative Agent may take a reasonable time
        to
        evaluate any requests for proposed changes, and may require that all other
        approvals required from other parties be obtained before it reviews any
        requested change. Borrower acknowledges that delays may result, and agrees
        that
        so long as the delays are not unreasonable in duration, they shall not affect
        Borrower’s obligation to complete each element of the Base Building Work
        according to the Completion Schedule, and the Base Building Work on or before
        the Completion Date therefor.

       

      Section 9.31 Maintenance
        of Debt Service Coverage Ratio.
        In the
        event that Borrower shall have extended the term of the Loans in accordance
        with
Section
        2.5(2)
        or
Section
        2.5(3),
        as
        applicable, during the Second Extension Term and the Third Extension Term,
        Borrower shall maintain a minimum Debt Service Coverage Ratio based on the
        outstanding principal amount of the Loans during such applicable extension
        periods of at least 1.10:1.00 as of the last day of the calendar quarter
        ending
        most recently prior to the commencement of the Second Extension Term and
        Third
        Extension Term, as applicable, and as of the last day of each calendar quarter
        occurring during each such extension period, on an annual pro forma basis
        (“Minimum
        DSCR Covenant”).
        If
        the Debt Service Coverage Ratio at the end of any such calendar quarter is
        less
        than 1.10:1.00, such event shall not be a Event of Default hereunder, but
        Borrower shall, on or before the date which is ten (10) days after the date
        of such determination, either (1) deliver a Collateral Letter of Credit to
        the Administrative Agent or make a cash deposit (“Cash
        Deposit”)
        to a
        Controlled Account as additional collateral for the Notes and Borrower’s other
        obligations under the Loan Documents, in each case, in an amount determined
        by
        the Administrative Agent such that if the amount so deposited were used to
        make
        a principal prepayment, the Debt Service Coverage Ratio would have been at
        least
        1.10:1.00 for the applicable calendar quarter had such prepayment been made
        as
        of the first day of such calendar quarter (such Collateral Letter of Credit
        or
        Cash Deposit, a “DSCR
        Covenant Cure Deposit”),
        or
        (2) prepay the principal amount of the Loans (provided that Borrower shall
        not, in connection therewith, be liable for any prepayment premiums or
        penalties, other than payments due to the Lenders in accordance with
Section 2.9(5)
        with
        respect to the prepayment of LIBOR-based Loans), such that after giving effect
        to such payment, the Debt Service Coverage Ratio would have been at least
        1.10:1.00 for the applicable calendar quarter had such prepayment been made
        as
        of the first day of such calendar quarter. If delivered pursuant to clause
        (1),
        the DSCR Covenant Cure Deposit (or portion thereof remaining after any
        application thereof pursuant to the immediately succeeding sentence) shall
        be
        released to Borrower if and only if the Debt Service Coverage Ratio is at
        least
        1.15:1.00 (not taking into account any DSCR Covenant Cure Deposit) for at
        least
        two (2) consecutive calendar quarters (a “DSCR
        Covenant Cure”),
        provided that there is at the end of such two (2) consecutive quarters no
        Potential Default or Event of Default under the Loan Documents. If a DSCR
        Covenant Cure is not achieved within six (6) months after the Minimum DSCR
        Covenant is violated, then the Administrative Agent shall have the right
        to
        apply the DSCR Covenant Cure Deposit (including, without limitation, by drawing
        on any Collateral Letter of Credit delivered by Borrower), to reduce the
        outstanding principal balance of the Loans (and upon any such payment, Borrower
        shall pay to the Lenders any amounts due to the Lenders in accordance with
        Sections
        2.4(6)
        and
2.9(5)).

       

      Section 9.32 Material
        Agreements.
        Borrower
        shall not, without the Administrative Agent’s prior consent (which shall not be
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      delayed),
        (1) take any action to cancel or terminate any Material Agreement or (2)
        waive any material default under or breach of any material provisions of
        any
        such Material Agreement or waive, fail to enforce, forgive or release any
        material right, interest or entitlement, howsoever arising, under or in respect
        of any material provisions of any such Material Agreement or vary or agree
        to
        the variation in any material way of any material provisions of any such
        Material Agreement or of the performance of any other Person under any such
        Material Agreement.

       

      Section 9.33 New
        Century Lease and Gibson Dunn Lease.
        Borrower
        shall perform and complete all obligations of the Landlord under the New
        Century
        Lease and the Gibson Dunn Lease for the construction of the improvements
        to be
        completed by the landlord to the premises demised under the New Century Lease
        and the Gibson Dunn Lease, respectively, in accordance with the applicable
        Lease
        Milestones and other terms and conditions of the New Century Lease and the
        Gibson Dunn Lease, respectively, subject to the terms of any such lease with
        respect to force majeure.

       

      ARTICLE 10 

       

      


       

      Events
        of Default

       

      Each
        of
        the following shall constitute an “Event of Default” under the
        Loans:

       

      Section 10.1 Payments.
        Borrower’s failure to (i) pay any regularly scheduled installment of
        principal, interest, the Agency Fee or other amount due under the Loan Documents
        within five (5) Business Days of (and including) the date when due,
        (ii) make a deposit of cash, deliver any letter of credit, and/or deliver a
        Collateral Letter of Credit required under the Loan Documents, within
        five (5) days of (and including) the date when due;, (iii) to pay the Loans
        at the Maturity Date, whether by acceleration or otherwise.

       

      Section 10.2 Insurance.
        Borrower’s failure to maintain insurance as required under Section 3.1
        of this
        Agreement; or the failure by Borrower or any of its Affiliates to comply
        with
        its respective covenants under the Blanket Insurance Premium Arrangement;
        or the
        occurrence of any event thereunder which permits the financing company
        thereunder to cancel any insurance required hereunder.

       

      Section 10.3 Single
        Purpose Entity.
        If
        Borrower breaches its covenant under Section 9.6
        with
        respect to its status as a Single Purpose Entity.

       

      Section 10.4 Taxes.
        If any
        of the Taxes are not paid when the same are due and payable, subject to
        Borrower’s rights to contest such taxes pursuant to Section
        9.2.

       

      Section 10.5 Sale,
        Encumbrance, Etc.
        The
        sale, transfer, conveyance, pledge, mortgage or assignment of any part or
        all of
        the Project, or any interest therein, or of any interest in Borrower, in
        violation of Section 9.1
        of this
        Agreement.

       

      Section 10.6 Representations
        and Warranties. 

       

       


      
        
           

          
          

        

        
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      (1) Except
        as
        set forth in Section
        10.6(2)
        below,
        any representation or warranty made in any Loan Document proves to be untrue
        in
        any material respect when made or deemed made. 

       

      (2) Any
        representation or warranty made or deemed made at any time after the Closing
        Date in Sections 7.5,
        7.6, 7.10, 7.28 (third and fourth sentences only) or
        7.34
        (third and fourth sentences only) of
        this
        Agreement proves to be untrue in any material respect when so made or deemed
        made, but only if (in the case of any such breach which is not intentional)
        Borrower does not cure such breach within ten (10) Business Days after Borrower
        or any Borrower Party obtains knowledge of the same, it being understood
        that
        the foregoing cure rights shall not apply to any such breach which is
        intentional. 

       

      Section 10.7 Other
        Encumbrances.
        Any
        default beyond applicable notice and cure periods under any document or
        instrument, other than the Loan Documents, evidencing or creating a Lien
        on the
        Project or any part thereof.

       

      Section 10.8 Various
        Covenants.
        Borrower defaults under any of its obligations under Section 6.1,  9.3,
        9.7,
        9.8,
        9.11,
9.18
        or
9.18
        of this
        Agreement.

       

      Section 10.9 Hedge
        Arrangements.
        Borrower defaults under any of its obligations under Section 9.15
        of this
        Agreement, if such default continues for three (3) Business Days after written
        notice thereof from the Administrative Agent.

       

      Section 10.10 DSCR
        Covenant.
        Borrower fails to make the DSCR Covenant Cure Deposit or pay down the Loans
        within the time period set forth in Section 9.10
        of this
        Agreement.

       

      Section 10.11 Involuntary
        Bankruptcy or Other Proceeding.
        Commencement of an involuntary case or other proceeding against Borrower,
        any
        Borrower Party or any other Person having an ownership or security interest
        in
        the Project (each, a “Bankruptcy
        Party”)
        which
        seeks liquidation, reorganization or other relief with respect to it or its
        debts or other liabilities under any bankruptcy, insolvency or other similar
        law
        now or hereafter in effect or seeks the appointment of a trustee, receiver,
        liquidator, custodian or other similar official of it or any of its property,
        and such involuntary case or other proceeding shall remain undismissed or
        unstayed for a period of sixty (60) days; or an order for relief against a
        Bankruptcy Party shall be entered in any such case under the Federal Bankruptcy
        Code.

       

      Section 10.12 Voluntary
        Petitions, Etc.
        Commencement by a Bankruptcy Party of a voluntary case or other proceeding
        seeking liquidation, reorganization or other relief with respect to itself
        or
        its Debts or other liabilities under any bankruptcy, insolvency or other
        similar
        law or seeking the appointment of a trustee, receiver, liquidator, custodian
        or
        other similar official for it or any of its property, or consent by a Bankruptcy
        Party to any such relief or to the appointment of or taking possession by
        any
        such official in an involuntary case or other proceeding commenced against
        it,
        or the making by a Bankruptcy Party of a general assignment for the benefit
        of
        creditors, or the failure by a Bankruptcy Party, or the admission by a
        Bankruptcy Party in writing of its inability, to pay its debts generally
        as they
        become due, or any action by a Bankruptcy Party to authorize or effect any
        of
        the foregoing.

       

       


      
        
           

          
          

        

        
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      Section 10.13 Indebtedness.
        Any of
        the Borrower, Borrower’s Managing Member or Borrower’s Managing Member’s General
        Partner, or Guarantor or any combination thereof, shall default in the payment
        when due of any principal of or interest on any of its other Indebtedness
        aggregating One Million Dollars ($1,000,000) or more (in the case of Borrower),
        Fifteen Million Dollars ($15,000,000) or more (in the case of Borrower’s
        Managing Member, Borrower’s Managing Member’s General Partner or Guarantor, but
        only with respect to Indebtedness for which Borrower’s Managing Member,
        Borrower’s Managing Member’s General Partner or Guarantor is personally liable)
        or One Hundred Million Dollars ($100,000,000) or more (in the case of Borrower’s
        Managing Member, Borrower’s Managing Member’s General Partner or Guarantor, but
        only with respect to Indebtedness for which Borrower’s Managing Member,
        Borrower’s Managing Member’s General Partner or Guarantor is not personally
        liable other than on account of customary exceptions to non-recourse, as
        commonly understood in the real estate finance industry) and such default
        shall
        not be cured within any applicable notice or cure period provided with respect
        to such Indebtedness; or any event specified in any note, agreement, indenture
        or other document evidencing or relating to any such Indebtedness shall occur
        if
        the effect of such event is to cause, or (with the giving of any notice or
        the
        lapse of time or both) to permit the holder or holders of such Indebtedness
        to
        cause, such Indebtedness to become due, or to be prepaid in full (whether
        by
        redemption, purchase, offer to purchase or otherwise); prior to its stated
        maturity.

       

      Section 10.14 Dissolution.
        Borrower or any of the Borrower Parties shall be terminated, dissolved or
        liquidated (as a matter of law or otherwise) or proceedings shall be commenced
        by any Person (including any Borrower Party) seeking the termination,
        dissolution or liquidation of Borrower or any Borrower Party.

       

      Section 10.15 Judgments.
        One or
        more (i) judgments for the payment of money (exclusive of judgment amounts
        fully covered by insurance where the insurer has admitted liability in respect
        of such judgment) aggregating in excess of One Million Dollars ($1,000,000)
        (in
        the case of Borrower) or Fifteen Million Dollars ($15,000,000) (in the case
        of
        Borrower’s Managing Member, Borrower’s Managing Member’s General Partner or
        Guarantor) shall be rendered or (ii) non-monetary judgments, orders or
        decrees shall be entered against Borrower or any of the Borrower Parties
        which
        have or would reasonably be expected to have a Material Adverse Effect, and,
        in
        either case, the same shall remain undischarged for a period of thirty (30)
        consecutive days during which execution shall not be effectively stayed,
        or any
        action shall be legally taken by a judgment creditor to attach or levy upon
        any
        assets of Borrower or such Borrower Party to enforce any such
        judgment.

       

      Section 10.16 Security.
        The
        Liens created by the Security Documents shall at any time not constitute
        a valid
        and perfected first priority Lien (subject to the Permitted Encumbrances)
        on the
        collateral intended to be covered thereby in favor of the Administrative
        Agent,
        free and clear of all other Liens (other than the Permitted Encumbrances),
        or,
        except for expiration in accordance with its terms, any of the Security
        Documents shall for whatever reason be terminated or cease to be in full
        force
        and effect, or the enforceability thereof shall be contested by Borrower
        or any
        Borrower Party or any of their Affiliates;

       

      Section 10.17 Guarantor
        Documents.
        Guarantor shall (i) default under any Guarantor Document beyond any
        applicable notice and grace period; or (ii) revoke or 

       


      
        
           

          
          

        

        
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      attempt
        to revoke, contest or commence any action against its obligations under any
        Guarantor Document.

       

      Section 10.18 Reserves.
        Borrower uses, or permits the use of, funds from any Reserve Fund or the
        Cash
        Management Account required under this Agreement for any purpose other than
        the
        purpose for which such funds were disbursed from such reserves or the Cash
        Management Account.

       

      Section 10.19 Hedge
        Agreement.
        Borrower shall default under any Hedge Agreement and such default is not
        cured
        within the applicable notice and cure periods provided therein.

       

      Section 10.20 Covenants.
        Borrower’s failure to perform or observe any of the agreements and covenants
        contained in this Agreement or in any of the other Loan Documents and not
        specified above, and the continuance of such failure for ten (10) days
        after notice by the Administrative Agent to Borrower; provided,
        however,
        subject
        to any shorter period for curing any failure by Borrower as specified in
        any of
        the other Loan Documents, Borrower shall have an additional thirty (30)
        days to cure such failure if (1) such failure does not involve the failure
        to make payments on a monetary obligation; (2) such failure cannot
        reasonably be cured within ten (10) days; (3) Borrower is diligently
        undertaking to cure such default, and (4) Borrower has provided the
        Administrative Agent with security reasonably satisfactory to the Administrative
        Agent against any interruption of payment or impairment of collateral as
        a
        result of such continuing failure.

       

      Section 10.21 Access
        to Project.
        If
        (a) the Administrative Agent, any of the Lenders, any of their respective
        representatives or the Construction Consultant is not permitted, at all
        reasonable times, to enter upon the Project, inspect the Improvements and
        the
        construction thereof and all materials, fixtures and articles used or to
        be used
        in connection therewith, and to examine all detailed plans, shop drawings
        and
        specifications which relate to the Improvements, or (b) Borrower, the
        General Contractor or a Major Subcontractor shall fail to furnish to the
        Administrative Agent, the Construction Consultant or their authorized
        representatives, within a reasonable period of time after request, copies
        of
        such plans, drawings and specifications, or copies of any invoices,
        subcontracts, or bills of sale relating to the construction or equipping
        of the
        Improvements, and, in any of the foregoing cases such default remains uncured
        for a period of ten (10) days after notice thereof from the Administrative
        Agent to Borrower; provided,
        however,
        that if
        such default is caused as a result of the General Contractor or a Major
        Subcontractor, such ten (10) day period shall be extended so long as
        Borrower is diligently pursuing its rights and remedies to cause compliance
        by
        the General Contractor or such Major Subcontractor.

       

      Section 10.22 Deficiency
        Deposits.
        Borrower shall fail to make a Deficiency Deposit or Equity Balancing
        Contribution within the time and in the manner provided in Section 4.3.

       

      Section 10.23 Termination
        of Contracts.
        If for
        any reason any General Contract or any Major Subcontract is terminated and
        not
        promptly (but in no event later than thirty (30) days after any such
        termination) replaced with a substitute general contract or Major Subcontract,
        as the case may be, in each case reasonably acceptable to the Administrative
        

       


      
        
           

          
          

        

        
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      Agent
        and
        from a new general contractor or subcontractor, as the case may be, approved
        by
        the Administrative Agent.

       

      Section 10.24 Unsatisfactory
        Work.
        Borrower shall fail to cause any Unsatisfactory Work to be corrected to the
        satisfaction of the Administrative Agent and the Construction Consultant
        within
        ten (10) Business Days after notice of such disapproval; provided,
        however,
        that if
        such Unsatisfactory Work cannot reasonably be corrected within such
        ten (10) day period, then so long as Borrower shall have commenced to cause
        the correction of such Unsatisfactory Work within such ten (10) day period
        and thereafter diligently and expeditiously proceeds to cause the correction
        of
        the same, such ten (10) day period shall be extended for such time as is
        reasonably necessary for Borrower in the exercise of due diligence to cause
        the
        correction of such Unsatisfactory Work, but in no event beyond the date which
        is
        ninety (90) days after the applicable notice of disapproval.

       

      Section 10.25 Bankruptcy
        of General Contractor.
        The
        occurrence with respect to the General Contractor (prior to the satisfaction
        of
        the Base Building Substantial Completion Conditions with respect to the
        Improvements), of any of the occurrences or events described in Sections 10.11,
        10.12
        or
10.13
        (as if
        the General Contractor was a “Bankruptcy Party” or a “Borrower Party” as such
        terms are used in such Sections) and failure of Borrower to procure a contract
        with a new general contractor (together with, if required by the Administrative
        Agent, a guaranty of such contractor’s obligations from a guarantor satisfactory
        to the Administrative Agent), in which case each of such contract, general
        contractor, guarantee and guarantor, as the case may be, shall be subject
        to the
        approval of the Administrative Agent (which shall not be unreasonably withheld),
        within thirty (30) days after the occurrence of such event.

       

      Section 10.26 Construction
        Work.
        The
        Construction Work (a) is not completed on or before the Completion Date, or
        (b) shall, at any time, be discontinued (subject to Unavoidable Delay) or
        abandoned for more than ten (10) Business Days, or a delay in the
        Construction Work shall occur so that the same cannot, in the Administrative
        Agent’s sole judgment, be completed on or before the Completion
        Date.

       

      Section 10.27 New
        Century Lease and Gibson Dunn Lease.
        The
        Borrower’s failure to meet any of the Lease Milestones set forth in the New
        Century Lease and/or the Gibson Dunn Lease unless the tenant thereunder has
        agreed in writing to extend or waive the applicable milestone date and subject
        to the terms of such leases with respect to force majeure. 

       

      ARTICLE 11 

       

      


       

      Remedies

       

      Section 11.1 Remedies
        - Insolvency Events.
        Upon
        the occurrence of any Event of Default described in Section 10.8
        or
Section 10.9,
        the
        obligations of the Lenders to advance amounts hereunder shall immediately
        terminate, and all amounts due under the Loan Documents immediately shall
        become
        due and payable, all without written notice and without presentment, demand,
        protest, notice of protest or dishonor, notice of intent to accelerate the
        maturity thereof, notice of acceleration of the maturity thereof, or any
        other
        notice of default of 

       


      
        
           

          
          

        

        
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      any
        kind,
        all of which are hereby expressly waived by Borrower; provided,
        however,
        if the
        Bankruptcy Party under Section 10.8
        or
Section 10.9
        is other
        than Borrower, then all amounts due under the Loan Documents shall become
        immediately due and payable at the Administrative Agent’s election, in the
        Administrative Agent’s sole and absolute discretion.

       

      Section 11.2 Remedies
        - Other Events.
        Except
        as set forth in Section 11.1
        above,
        while any Event of Default exists, the Administrative Agent may (1) by
        written notice to Borrower, declare the entire amount of the Loans to be
        immediately due and payable without presentment, demand, protest, notice
        of
        protest or dishonor, notice of intent to accelerate the maturity thereof,
        notice
        of acceleration of the maturity thereof, or other notice of default of any
        kind,
        all of which are hereby expressly waived by Borrower, (2) terminate the
        obligation, if any, of the Lenders to advance amounts hereunder, and
        (3) exercise all rights and remedies therefor under the Loan Documents and
        at law or in equity.

       

      Section 11.3 Administrative
        Agent’s Right to Perform the Obligations.
        Without
        limiting the provisions of Section 11.3
        below,
        if Borrower shall fail, refuse or neglect to make any payment or perform
        any act
        required by the Loan Documents, then while any Event of Default exists, and
        without notice to or demand upon Borrower and without waiving or releasing
        any
        other right, remedy or recourse the Administrative Agent or any Lender may
        have
        because of such Event of Default, the Administrative Agent may (but shall
        not be
        obligated to) make such payment or perform such act for the account of and
        at
        the expense of Borrower, and shall have the right to enter upon the Project
        for
        such purpose and to take all such action thereon and with respect to the
        Project
        as it may deem necessary or appropriate. If the Administrative Agent shall
        elect
        to pay any sum due with reference to the Project, the Administrative Agent
        may
        do so in reliance on any bill, statement or assessment procured from the
        appropriate governmental authority or other issuer thereof without inquiring
        into the accuracy or validity thereof. Similarly, in making any payments
        to
        protect the security intended to be created by the Loan Documents, the
        Administrative Agent shall not be bound to inquire into the validity of any
        apparent or threatened adverse title, Lien, encumbrance, claim or charge
        before
        making an advance for the purpose of preventing or removing the same.
        Additionally, if any Hazardous Materials affect or threaten to affect the
        Project, the Administrative Agent may (but shall not be obligated to) give
        such
        notices and take such actions as it deems necessary or advisable in order
        to
        abate the discharge of any Hazardous Materials or remove the Hazardous
        Materials. Borrower shall indemnify, defend and hold the Administrative Agent
        and the Lenders harmless from and against any and all losses, liabilities,
        claims, damages, expenses, obligations, penalties, actions, judgments, suits,
        costs or disbursements of any kind or nature whatsoever, including reasonable
        attorneys’ fees and disbursements, incurred or accruing by reason of any acts
        performed by the Administrative Agent or any Lender pursuant to the provisions
        of this Section 11.2,
        including those arising from the joint, concurrent, or comparative negligence
        of
        the Administrative Agent and any Lender, except as a result of the
        Administrative Agent’s or any Lender’s gross negligence or willful misconduct.
        All sums paid by the Administrative Agent pursuant to this Section 11.2,
        and all
        other sums expended by the Administrative Agent or any Lender to which it
        shall
        be entitled to be indemnified, together with interest thereon at the Default
        Rate from the date of such payment or expenditure until paid, shall constitute
        additions to the Loans, shall be secured by the Loan Documents and shall
        be paid
        by Borrower to the Administrative Agent upon demand.

       

       


      
        
           

          
          

        

        
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      Section 11.4 Administrative
        Agent’s Right to Complete Construction.
        While
        any Event of Default exists, the Administrative Agent may take possession
        of the
        Project and complete the construction and equipping of the Improvements and
        do
        anything in its sole judgment to fulfill the obligations of Borrower hereunder,
        including either the right to avail itself of and procure performance of
        existing contracts or let any contracts with the same contractors or others
        and
        to employ watchmen to protect the Project from injury. Without restricting
        the
        generality of the foregoing and for the purposes aforesaid, Borrower hereby
        appoints and constitutes the Administrative Agent its lawful attorney-in-fact
        with full power of substitution in the Project to complete construction of
        the
        Improvements in the name of Borrower; to use unadvanced funds remaining under
        the Commitments or which may be reserved, or escrowed or set aside for any
        purposes hereunder at any time, or to advance funds in excess of the face
        amount
        of the Notes (and all such amounts shall be payable by Borrower together
        with
        interest at the Default Rate), to complete the Improvements; to make changes
        in
        the Plans and Specifications which shall be necessary or desirable to complete
        the Improvements in substantially the manner contemplated by the Plans and
        Specifications; to retain or employ new general contractors, subcontractors,
        architects, engineers and inspectors as shall be required for said purposes;
        to
        pay, settle, or compromise all existing bills and claims, which may be liens
        or
        security interests, or to avoid such bills and claims becoming liens against
        the
        Project or security interest against fixtures or equipment, or as may be
        necessary or desirable for the completion of the construction and equipping
        of
        the Improvements or for the clearance of title; to execute all applications
        and
        certificates in the name of Borrower which may be required by any of the
        contract documents; to do any and every act which Borrower might do in its
        own
        behalf; and to prosecute and defend all actions or proceedings in connection
        with the Project or fixtures or equipment; to take action and require such
        performance as it deems necessary under any bonds furnished in connection
        with
        the construction of the Improvements and to make settlements and compromises
        with surety or sureties thereunder, and in connection therewith, to execute
        instruments of release and satisfaction; it being understood and agreed that
        this power of attorney shall be a power coupled with an interest and cannot
        be
        revoked.

       

      Section 11.5 Administrative
        Agent’s Rights under the Completion Guaranty.
        While
        any Event of Default exists, the Administrative Agent may exercise the Lenders’
rights under the Completion Guaranty to require the Guarantor to perform
        thereunder, in which case Borrower hereby (1) authorizes the Administrative
        Agent and the Lenders to make advances of the Loans directly to the Guarantor
        in
        accordance with the terms of the Completion Guaranty and this Agreement and
        (2) agrees that Borrower shall be liable to the Lenders for all such
        advances to the Guarantor and such advances shall be deemed Loans under this
        Agreement and be evidenced by the Notes and secured by the Mortgage and the
        other Security Documents.

       

      Section 11.6 No
        Obligation With Respect to Completion of the Improvements.
        Whether
        or not the Administrative Agent or the Lenders elect to employ any or all
        of the
        remedies available upon the occurrence of an Event of Default, neither the
        Administrative Agent nor any of the Lenders shall be liable for the construction
        of or failure to construct, complete or protect the Improvements or for payment
        of any expenses incurred in connection with the exercise of any remedy available
        to the Administrative Agent or the Lenders or for the performance or
        non-performance of any other obligation of Borrower.

       

       


      
        
           

          
          

        

        
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      Article 12 

       

      


       

      Miscellaneous

       

      Section 12.1 Notices.
        Any
        notice required or permitted to be given under this Agreement shall be in
        writing and either shall be (a) mailed by certified mail, postage prepaid,
        return receipt requested, (b) sent by overnight air courier service,
        (c) personally delivered to a representative of the receiving party, or
        (d) sent by telecopy (provided an identical notice is also sent
        simultaneously by mail, overnight courier, or personal delivery as otherwise
        provided in this Section 12.1)
        to the
        intended recipient at the “Address for Notices” specified below its name on the
        signature pages hereof. Any communication so addressed and mailed shall be
        deemed to be given on the earliest of (1) when actually delivered,
        (2) on the first Business Day after deposit with an overnight air courier
        service, or (3) on the third Business Day after deposit in the United
        States mail, postage prepaid, in each case to the address of the intended
        addressee, and any communication so delivered in person shall be deemed to
        be
        given when receipted for by, or actually received by the Administrative Agent,
        a
        Lender or Borrower, as the case may be. If given by telecopy, a notice shall
        be
        deemed given and received when the telecopy is transmitted to the party’s
        telecopy number specified above, and confirmation of complete receipt is
        received by the transmitting party during normal business hours or on the
        next
        Business Day if not confirmed during normal business hours, and an identical
        notice is also sent simultaneously by mail, overnight courier, or personal
        delivery as otherwise provided in this Section 12.1.
        Any
        party may designate a change of address by written notice to each other party
        by
        giving at least ten (10) days’ prior written notice of such change of
        address.

       

      Section 12.2 Amendments,
        Waivers, Etc.

       

      (1) Subject
        to any consents required pursuant to this Section 12.2
        and any
        other provisions of this Agreement and any other Loan Document which expressly
        require the consent, approval or authorization of the Majority Lenders, this
        Agreement and any other Loan Document may be modified or supplemented only
        by an
        instrument in writing signed by Borrower and the Administrative Agent; provided
        that, the Administrative Agent may (without any Lender’s consent) give or
        withhold its agreement to any amendments of the Loan Documents or any waivers
        or
        consents in respect thereof or exercise or refrain from exercising any other
        rights or remedies which the Administrative Agent may have under the Loan
        Documents or otherwise provided that such actions do not, in the Administrative
        Agent’s judgment reasonably exercised, materially adversely affect the value of
        any collateral, taken as a whole, or represent a departure from Administrative
        Agent’s standard of care described in Section 14.4,
        except
        that, notwithstanding the foregoing and except as otherwise provided in any
        separate agreement entered into among the Administrative Agent and the Lenders,
        the Administrative Agent shall not, 

       

      (i) without
        the consent of each Lender, agree to the following (provided that no Lender’s
        consent shall be required for the following which are otherwise expressly
        required or contemplated under the Loan Documents):

       

      (a) reduce
        the principal amount of the Loans or reduce the interest rate
        thereon;

       

       


      
        
           

          
          

        

        
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      (b) extend
        any stated payment date for principal of or interest on the Loans payable
        to
        such Lender;

       

      (c) release
        Borrower, any Guarantor or any other party from liability under the Loan
        Documents (except for any assigning Lender pursuant to Section 12.24
        and any
        resigning Administrative Agent pursuant to Section 14.7);

       

      (d) release
        or subordinate in whole or in part any material portion of the collateral
        given
        as security for the Loans;

       

      (e) modify
        any of the provisions of this Section 12.2,
        the
        definition of “Majority Lenders” or any other provision in the Loan Documents
        specifying the number or percentage of Lenders required to waive, amend or
        modify any rights thereunder or make any determination or grant any consent
        thereunder;

       

      (f) modify
        the terms of any Event of Default; 

       

      (g) consent
        to (i) the sale, transfer or encumbrance of any portion of the Project (or
        any interest therein) or any direct or indirect ownership interest therein
        and
        (ii) the incurrence by Borrower of any additional indebtedness secured by
        the Project, in each case to the extent such consent is required under the
        Loan
        Documents (and subject to any standard of reasonability set forth therein);
        or

       

      (h) consent
        to any Bifurcation, the exercise of the Mezzanine Option or the entering
        into of
        a Mezzanine Loan;

       

      (ii) without
        the consent of the Majority Lenders, agree to the following (provided that
        no
        Lender’s consent shall be required for the following which are otherwise
        expressly required or contemplated under the Loan Documents):

       

      (a) change
        the material conditions for the extensions to the Loan term set forth in
        Section
        2.5
        above;

       

      (b) modify
        any of the provisions of Article
        14;
        or

       

      (c) waive
        in
        writing any monetary or other material Event of Default; or

       

      (iii) increase
        the amount of any Lender’s Commitment without the affected Lender’s
        consent.

       

      (2) Notwithstanding
        anything to contrary contained in this Agreement, any modification or supplement
        of Article 14,
        or of
        any of the rights or duties of the Administrative Agent hereunder, shall
        require
        the consent of the Administrative Agent.

       

      Section 12.3 Limitation
        on Interest.
        It is
        the intention of the parties hereto to conform strictly to applicable usury
        laws. Accordingly, all agreements between Borrower, the Administrative Agent
        and
        the Lenders with respect to the Loans are hereby expressly limited so that
        in no
        event, whether by reason of acceleration of maturity or otherwise, 

       


      
        
           

          
          

        

        
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      shall
        the
        amount paid or agreed to be paid to the Administrative Agent or any Lender
        or
        charged by any Lender for the use, forbearance or detention of the money
        to be
        lent hereunder or otherwise, exceed the maximum amount allowed by law. If
        the
        Loans would be usurious under applicable law (including the laws of the State
        and the laws of the United States of America), then, notwithstanding anything
        to
        the contrary in the Loan Documents: (1) the aggregate of all consideration
        which constitutes interest under Applicable Law that is contracted for, taken,
        reserved, charged or received under the Loan Documents shall under no
        circumstances exceed the maximum amount of interest allowed by applicable
        law,
        and any excess shall be credited on the Notes by the holders thereof (or,
        if the
        Notes have been paid in full, refunded to Borrower); and (2) if maturity is
        accelerated by reason of an election by the Administrative Agent in accordance
        with the terms hereof, or in the event of any prepayment, then any consideration
        which constitutes interest may never include more than the maximum amount
        allowed by Applicable Law. In such case, excess interest, if any, provided
        for
        in the Loan Documents or otherwise, to the extent permitted by Applicable
        Law,
        shall be amortized, prorated, allocated and spread from the date of advance
        until payment in full so that the actual rate of interest is uniform through
        the
        term hereof. If such amortization, proration, allocation and spreading is
        not
        permitted under Applicable Law, then such excess interest shall be cancelled
        automatically as of the date of such acceleration or prepayment and, if
        theretofore paid, shall be credited on the Notes (or, if the Notes have been
        paid in full, refunded to Borrower). The terms and provisions of this
Section 12.3
        shall
        control and supersede every other provision of the Loan Documents. Except
        as
        otherwise expressly provided therein, the Loan Documents are contracts made
        under and shall be construed in accordance with and governed by the laws
        of the
        State of New York, except that if at any time the laws of the United States
        of America permit the Lenders to contract for, take, reserve, charge or receive
        a higher rate of interest than is allowed by the laws of the State of
        New York (whether such federal laws directly so provide or refer to the law
        of any state), then such federal laws shall to such extent govern as to the
        rate
        of interest which the Lenders may contract for, take, reserve, charge or
        receive
        under the Loan Documents.

       

      Section 12.4 Invalid
        Provisions.
        If any
        provision of any Loan Document is held to be illegal, invalid or unenforceable,
        such provision shall be fully severable; the Loan Documents shall be construed
        and enforced as if such illegal, invalid or unenforceable provision had never
        comprised a part thereof; the remaining provisions thereof shall remain in
        full
        effect and shall not be affected by the illegal, invalid, or unenforceable
        provision or by its severance therefrom; and in lieu of such illegal, invalid
        or
        unenforceable provision there shall be added automatically as a part of such
        Loan Document a provision as similar in terms to such illegal, invalid or
        unenforceable provision as may be possible to be legal, valid and
        enforceable.

       

      Section 12.5 Reimbursement
        of Expenses.
        Borrower shall pay or reimburse the Administrative Agent and/or the Lenders
        on
        demand of the applicable party for: (1) all reasonable third-party costs
        and expenses incurred by the Administrative Agent in connection with the
        Loans,
        including fees and expenses of the Administrative Agent’s attorneys,
        environmental, engineering and other consultants (including, without limitation,
        the Construction Consultant), and fees, charges or taxes for the negotiation,
        recording or filing of Loan Documents, (2) all reasonable third-party costs
        and expenses of the Administrative Agent in connection with the administration
        of the Loans, including audit costs, inspection fees, reasonable attorneys’ fees
        and disbursements, settlement of condemnation and casualty awards, and premiums
        for title insurance and endorsements thereto, (3) all of the Administrative
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      reasonable
        costs and expenses (including reasonable fees and disbursements of the
        Administrative Agent’s external counsel) incurred in connection with the
        syndication of the Loans to the Lenders, provided that Borrower’s obligation to
        pay such costs and expenses (exclusive of the fees and disbursements of the
        Administrative Agent’s legal counsel) shall not exceed $25,000, and (4) 
all amounts expended, advanced or incurred by the Administrative Agent and
        the
        Lenders to collect the Notes, or to enforce the rights of the Administrative
        Agent and the Lenders under this Agreement or any other Loan Document, or
        to
        defend or assert the rights and claims of the Administrative Agent and the
        Lenders under the Loan Documents or with respect to the Project (by litigation
        or other proceedings), which amounts will include all court costs, reasonable
        attorneys’ fees and expenses, fees of auditors and accountants, and
        investigation expenses as may be incurred by the Administrative Agent and
        the
        Lenders in connection with any such matters (whether or not litigation is
        instituted), together with interest at the Default Rate on each such amount
        from
        the date of disbursement until the date of reimbursement to the Administrative
        Agent and the Lenders, all of which shall constitute part of the Loans and
        shall
        be secured by the Loan Documents.

       

      Section 12.6 Approvals;
        Third Parties; Conditions.
        All
        approval rights retained or exercised by the Administrative Agent and the
        Lenders with respect to leases, contracts, plans, studies and other matters
        are
        solely to facilitate the Lenders’ credit underwriting, and shall not be deemed
        or construed as a determination that the Lenders have passed on the adequacy
        thereof for any other purpose and may not be relied upon by Borrower or any
        other Person. This Agreement is for the sole and exclusive use of the
        Administrative Agent, the Lenders and Borrower and may not be enforced, nor
        relied upon, by any Person other than the Administrative Agent, the Lenders
        and
        Borrower. All conditions of the obligations of the Administrative Agent and
        the
        Lenders hereunder, including the obligation to make advances, are imposed
        solely
        and exclusively for the benefit of the Administrative Agent and the Lenders,
        their successors and assigns, and no other Person shall have standing to
        require
        satisfaction of such conditions or be entitled to assume that the Lenders
        will
        refuse to make advances in the absence of strict compliance with any or all
        of
        such conditions, and no other Person shall, under any circumstances, be deemed
        to be a beneficiary of such conditions, any and all of which may be freely
        waived in whole or in part by the Administrative Agent and the Lenders at
        any
        time in their sole and absolute discretion.

       

      Section 12.7 Lenders
        and Administrative Agent Not in Control; No Partnership.
        None of
        the covenants or other provisions contained in this Agreement shall, or shall
        be
        deemed to, give the Administrative Agent or any Lender the right or power
        to
        exercise control over the affairs or management of Borrower, the powers of
        the
        Administrative Agent and the Lenders being limited to the rights to exercise
        the
        remedies referred to in the Loan Documents. The relationship between Borrower
        and the Lenders is, and at all times shall remain, solely that of debtor
        and
        creditor. No covenant or provision of the Loan Documents is intended, nor
        shall
        it be deemed or construed, to create a partnership, joint venture, agency
        or
        common interest in profits or income between the Administrative Agent, the
        Lenders and Borrower or to create an equity in the Project in the Administrative
        Agent or any Lender. The Administrative Agent and the Lenders neither undertake
        nor assume any responsibility or duty to Borrower or to any other person
        with
        respect to the Loans, the Project or the other collateral for the Loans,
        except
        as expressly provided in the Loan Documents. Notwithstanding any other provision
        of the Loan Documents: (1) neither the Administrative Agent nor any Lender
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      shall
        be
        construed as, a partner, joint venturer, alter ego, manager, controlling
        person
        or other business associate or participant of any kind of Borrower or any
        Borrower Party or any of their respective stockholders, members, or partners,
        and neither the Administrative Agent nor any Lender intends to ever assume
        such
        status; (2) no Lender or the Administrative Agent shall in any event be
        liable for any Debts, expenses or losses incurred or sustained by Borrower
        or
        any Borrower Party; and (3) no Lender or the Administrative Agent shall be
        deemed responsible for or a participant in any acts, omissions or decisions
        of
        Borrower or any Borrower Party or any of their respective stockholders, members,
        or partners. The Administrative Agent, the Lenders and Borrower disclaim
        any
        intention to create any partnership, joint venture, agency or common interest
        in
        profits or income between the Administrative Agent, the Lenders and Borrower,
        or
        to create an equity in the Project or any other collateral for the Loan in
        the
        Administrative Agent or any Lender, or any sharing of liabilities, losses,
        costs
        or expenses.

       

      Section 12.8 Time
        of the Essence.
        Time is
        of the essence with respect to this Agreement.

       

      Section 12.9 Successors
        and Assigns.
        Subject
        to the provisions of Section 12.24,
        this
        Agreement shall be binding upon and inure to the benefit of the Administrative
        Agent, the Lenders and Borrower and the respective successors and permitted
        assigns.

       

      Section 12.10 Renewal,
        Extension or Rearrangement.
        All
        provisions of the Loan Documents shall apply with equal effect to each and
        all
        promissory notes and amendments thereof hereinafter executed which in whole
        or
        in part represent a renewal, extension, increase or rearrangement of the
        Loans.

       

      Section 12.11 Waivers.
        No
        course of dealing on the part of the Administrative Agent or any Lender,
        their
        officers, employees, consultants or agents, nor any failure or delay by the
        Administrative Agent or any Lender with respect to exercising any right,
        power
        or privilege of the Administrative Agent or any Lender under any of the Loan
        Documents, shall operate as a waiver thereof.

       

      Section 12.12 Cumulative
        Rights.
        Rights
        and remedies of the Administrative Agent and the Lenders under the Loan
        Documents shall be cumulative, and the exercise or partial exercise of any
        such
        right or remedy shall not preclude the exercise of any other right or
        remedy.

       

      Section 12.13 Singular
        and Plural.
        Words
        used in this Agreement and the other Loan Documents in the singular, where
        the
        context so permits, shall be deemed to include the plural and vice versa.
        The
        definitions of words in the singular in this Agreement and the other Loan
        Documents shall apply to such words when used in the plural where the context
        so
        permits and vice versa.

       

      Section 12.14 Phrases.
        When
        used in this Agreement and the other Loan Documents, the phrase “including”
shall mean “including, but not limited to,” the phrases “satisfactory to any
        Lender” or “satisfactory to the Administrative Agent” shall mean in form and
        substance satisfactory to such Lender or the Administrative Agent, as the
        case
        may be, in all respects, the phrases “with Lender’s consent,” “with Lender’s
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      Administrative
        Agent’s consent” or “with the Administrative Agent’s approval” shall mean such
        consent or approval at Lender’s or the Administrative Agent’s, as the case may
        be, discretion, and the phrases “acceptable to Lender” or “acceptable to the
        Administrative Agent” shall mean acceptable to Lender or the Administrative
        Agent, as the case may be, at such party’s sole and absolute
        discretion.

       

      Section 12.15 Exhibits
        and Schedules.
        The
        exhibits and schedules attached to this Agreement are incorporated herein
        and
        shall be considered a part of this Agreement for the purposes stated
        herein.

       

      Section 12.16 Titles
        of Articles, Sections and Subsections.
        All
        titles or headings to articles, sections, subsections or other divisions
        of this
        Agreement and the other Loan Documents or the exhibits hereto and thereto
        are
        only for the convenience of the parties and shall not be construed to have
        any
        effect or meaning with respect to the other content of such articles, sections,
        subsections or other divisions, such other content being controlling as to
        the
        agreement between the parties hereto.

       

      Section 12.17 Promotional
        Material.
        Borrower authorizes the Administrative Agent and each of the Lenders to issue
        press releases, advertisements and other promotional materials in connection
        with the Administrative Agent’s or such Lender’s own promotional and marketing
        activities, and describing the Loans in general terms or in detail and the
        Administrative Agent’s or such Lender’s participation in the Loans. All
        references to the Administrative Agent or any Lender contained in any press
        release, advertisement or promotional material issued by Borrower shall be
        approved in writing by the Administrative Agent and such Lender in advance
        of
        issuance.

       

      Section 12.18 Survival.
        All of
        the representations, warranties, covenants, and indemnities of Borrower
        hereunder (including environmental matters under Article 5,
        the
        obligations under Sections
        2.9(1),
        2.9(5)
        and
2.9(6)),
        and
        under the indemnification provisions of the other Loan Documents shall survive
        (a) the repayment in full of the Loans and the release of the Liens
        evidencing or securing the Loans, (b) the transfer (by sale, foreclosure,
        conveyance in lieu of foreclosure or otherwise) of any or all right, title
        and
        interest in and to the Project to any party, whether or not an Affiliate
        of
        Borrower and (c) in the case of any Lender that may assign any interest in
        its Commitment or Loans hereunder in accordance with the terms of this
        Agreement, the making of such assignment, notwithstanding that such assigning
        Lender may cease to be a “Lender” hereunder.

       

      Section 12.19 Waiver
        of Jury Trial.
        TO THE
        EXTENT PERMITTED BY LAW, Borrower, the Administrative Agent and each Lender
        hereby knowingly, voluntarily and intentionally waive the right to a trial
        by
        jury in respect of any litigation based hereon, arising out of, under or
        in
        connection with this Agreement or any other Loan Document, or any course
        of
        conduct, course of dealing, statement (whether verbal or written) or action
        of
        either party or any exercise by any party of their respective rights under
        the
        Loan Documents or in any way relating to the Loans or the Project (including,
        without limitation, any action to rescind or cancel this Agreement, and any
        claim or defense asserting that this Agreement was fraudulently induced or
        is
        otherwise void or voidable). This waiver is a material inducement for the
        Administrative Agent and each Lender to enter this Agreement.

       

       


      
        
           

          
          

        

        
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      Section 12.20 Remedies
        of Borrower.
        It is
        expressly understood and agreed that, notwithstanding any Applicable Law
        or any
        provision of this Agreement or the other Loan Documents to the contrary,
        the
        liability of the Administrative Agent and each Lender (including their
        respective successors and assigns) and any recourse of Borrower against the
        Administrative Agent and each Lender shall be limited solely and exclusively
        to
        their respective interests in the Loans and/or Commitments or the Project.
        Without limiting the foregoing, in the event that a claim or adjudication
        is
        made that the Administrative Agent, any of the Lenders, or their agents,
        acted
        unreasonably or unreasonably delayed acting in any case where by Applicable
        Law
        or under this Agreement or the other Loan Documents, the Administrative Agent,
        any Lender or any such agent, as the case may be, has an obligation to act
        reasonably or promptly, or otherwise violated this Agreement or the Loan
        Documents, Borrower agrees that none of the Administrative Agent, the Lenders
        or
        their agents shall be liable for any incidental, indirect, special, punitive,
        consequential or speculative damages or losses resulting from such failure
        to
        act reasonably or promptly in accordance with this Agreement or the other
        Loan
        Documents.

       

      Section 12.21 Governing
        Law.
        

       

      (1) THIS
        AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS ARE TO BE CONSTRUED IN
        ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
        (AS
        PERMITTED BY SECTION 1646.5 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR
        SUCCESSOR PROVISION), WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW RULE THAT
        WOULD
        CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE INTERNAL
        LAWS OF THE STATE OF CALIFORNIA TO GOVERN THE RIGHTS AND DUTIES OF THE
        PARTIES.

       

      (2) ANY
        LEGAL
        SUIT, ACTION OR PROCEEDING AGAINST ADMINISTRATIVE AGENT, ANY LENDER OR BORROWER
        ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY AT ADMINISTRATIVE AGENT’S
        OPTION (WHICH DECISION SHALL BE MADE BY THE MAJORITY LENDERS) BE INSTITUTED
        IN
        ANY FEDERAL OR STATE COURT IN THE COUNTY OF ORANGE, AND BORROWER WAIVES ANY
        OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM
        NON
        CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY
        IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION
        OR
        PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

       

      Robert
        F.
        Maguire III

      1733
        Ocean Avenue, 4th Floor

      Santa
        Monica, CA 90401

       

      


      AS
        ITS
        AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND
        ALL
        PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY
        FEDERAL OR STATE COURT IN ORANGE COUNTY, CALIFORNIA, AND AGREES THAT SERVICE
        OF
        PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE
        MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE 


      
        
           

          
          

        

        
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      DEEMED
        IN
        EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER, IN ANY SUCH SUIT,
        ACTION OR PROCEEDING IN THE STATE OF CALIFORNIA. BORROWER (A) SHALL GIVE
        PROMPT
        NOTICE TO ADMINISTRATIVE AGENT OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT
        HEREUNDER, (B) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE
        AUTHORIZED AGENT WITH AN OFFICE IN ORANGE COUNTY, CALIFORNIA (WHICH SUBSTITUTE
        AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE
        OF
        PROCESS), AND (C) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED
        AGENT CEASES TO HAVE AN OFFICE IN ORANGE COUNTY, CALIFORNIA OR IS DISSOLVED
        WITHOUT LEAVING A SUCCESSOR.

      


      Section 12.22 Entire
        Agreement.
        This
        Agreement and the other Loan Documents embody the entire agreement and
        understanding between the Administrative Agent, the Lenders and Borrower
        and
        supersede all prior agreements and understandings between such parties relating
        to the subject matter hereof and thereof. Accordingly, the Loan Documents
        may
        not be contradicted by evidence of prior, contemporaneous, or subsequent
        oral
        agreements of the parties. There are no unwritten oral agreements between
        the
        parties. If any conflict or inconsistency exists between this Agreement or
        any
        of the other Loan Documents, the terms of this Agreement shall
        control.

       

      Section 12.23 Counterparts.
        This
        Agreement may be executed in multiple counterparts, each of which shall
        constitute an original, but all of which shall constitute one
        document.

       

      Section 12.24 Assignments
        and Participations.

       

      (1) Assignments
        by Borrower.
        Borrower may not assign any of its rights or obligations hereunder or under
        the
        Notes without the prior consent of all of the Lenders and the Administrative
        Agent.

       

      (2) Assignments
        by the Lenders.
        Each
        Lender may assign any of its Loans, its Note and its Commitment (but only
        with
        the consent of the Administrative Agent); provided that:

       

      (a) no
        such
        consent by the Administrative Agent shall be required in the case of any
        assignment by any Lender to another Lender or an Affiliate of such Lender
        or
        such other Lender (provided that in the case of an assignment to an Affiliate,
        the assigning Lender shall not be released from its obligations under the
        Loan
        Documents and the Administrative Agent may continue to deal only with such
        assigning Lender);

       

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

       

      (c) each
        such
        assignment (including an assignment to another Lender or an affiliate of
        a
        Lender) by a Lender of its Loans or Commitment shall be made in such manner
        so
        that the same portion of its Loans and Commitment is assigned to the respective
        assignee;

       

       


      
        
           

          
          

        

        
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      (d) subject
        to the applicable Lender’s compliance with the provisions of clauses (b)
        and
(c)
        above,
        the Administrative Agent’s consent to an assignment shall not be unreasonably
        withheld and shall be made within ten (10) Business Days of request if
        (i) such assignment is made to an Eligible Assignee, and (ii) the
        provisions of clause (e)
        have
        been satisfied; and

       

      (e) upon
        execution and delivery by the assignee (even if already a Lender) to Borrower
        and the Administrative Agent of an Assignment and Acceptance pursuant to
        which
        such assignee agrees to become a “Lender” hereunder (if not already a Lender)
        having the Commitment and Loans specified in such instrument, and upon consent
        thereto by the Administrative Agent to the extent required above, the assignee
        shall have, to the extent of such assignment (unless otherwise consented
        to by
        the Administrative Agent), the obligations, rights and benefits of a Lender
        hereunder holding the Commitment and Loans (or portions thereof) assigned
        to it
        (in addition to the Commitment and Loans, if any, theretofore held by such
        assignee) and the assigning Lender shall, to the extent of such assignment,
        be
        released from the Commitment (or portion thereof) so assigned. Upon each
        such
        assignment the assigning Lender shall pay the Administrative Agent a processing
        and recording fee of $3,500 (provided that no such processing and recording
        fee
        shall be payable in connection with an assignment by Capmark Bank, a Utah
        industrial bank, or Capmark Finance Inc., a California corporation, to any
        of
        their respective Affiliates) and the reasonable fees and disbursements of
        the
        Administrative Agent’s counsel incurred in connection therewith.

       

      (3) Approval
        by Borrower.
        In the
        event Borrower’s consent to an assignment is required under Section 12.24(2),
        such
        consent shall not be unreasonably withheld, and shall be granted or denied
        in
        writing delivered to the Administrative Agent within ten (10) Business Days
        from
        the date of the Administrative Agent’s or a Lender’s request therefor. If the
        Administrative Agent does not receive such consent or a denial of such consent
        in writing within said ten (10) Business Days following delivery of a request
        for such consent, Borrower’s consent shall be deemed to have been granted. In
        the event Borrower withholds its consent, Borrower shall, concurrently with
        its
        written disapproval, provide written notice to the Administrative Agent and
        such
        Lender of the reasons for such disapproval.

       

      (4) Participations.

       

      (a) A
        Lender
        may sell or agree to sell to one or more other Persons (each a “Participant”)
        a
        participation in all or any part of any Loans held by it, or in its Commitment,
        provided (A) such Lender’s obligations under this Agreement and the other
        Loan Documents shall remain unchanged, (B) such Lender shall remain solely
        responsible to the other parties hereto for the performance of such obligations
        and (C) the Borrower, the Administrative Agent and the other Lenders shall
        continue to deal solely and directly with such Lender in connection with
        such
        Lender’s rights and obligations under this Agreement and the other Loan
        Documents. In no event shall a Lender that sells a participation agree with
        the
        Participant to take or refrain from taking any action hereunder or under
        any
        other Loan Document except that such Lender may agree with the Participant
        that
        it will not, without the consent of the Participant, agree to (i) increase
        or extend the term of such Lender’s Commitment, (ii) extend the date fixed
        for the payment of principal of or interest on the related Loan or Loans
        or any
        portion of any fee hereunder payable to the Participant, (iii) reduce the
        amount of any such payment of principal, (iv) reduce the rate at which
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      Participant,
        to a level below the rate at which the Participant is entitled to receive
        such
        interest or fee or (v) consent to any modification, supplement or waiver
        hereof or of any of the other Loan Documents to the extent that the same,
        under
Section 12.2,
        requires the consent of each Lender. Borrower agrees that each Participant
        shall
        be entitled to the benefits of Section 2.9(1),
        Section 2.9(5),
        and
Section 2.9(6)
        to the
        same extent as if it were a Lender and had acquired its interest by assignment
        pursuant to subsection (2)
        of this
Section 12.24.
        To the
        extent permitted by law, each Participant also shall be entitled to the benefits
        of Section 12.24
        as
        though it were a Lender; provided that such Participant agrees to be subject
        to
Section 12.24
        as
        though it were a Lender.

       

      (b) A
        Participant shall not be entitled to receive any greater payment under
Section 2.9(1)
        or
2.9(6)
        than the
        applicable Lender would have been entitled to receive with respect to the
        participation sold to such Participant, unless the sale of the participation
        to
        such Participant is made with Borrower’s prior written consent. A Participant
        that is a non-U.S. Person that would become a Lender shall not be entitled
        to
        the benefits of Section 2.9(6)
        unless
        Borrower is notified of the participation sold to such Participant and such
        Participant agrees, for the benefit of Borrower, to comply with Section 2.9(6)
        as
        though it were a Lender

       

      (5) Certain
        Pledges.
        In
        addition to the assignments and participations permitted under the foregoing
        provisions of this Section 12.24
        (but
        without being subject thereto), any Lender may (without notice to Borrower,
        the
        Administrative Agent or any other Lender and without payment of any fee)
        assign
        and pledge all or any portion of its Loans and its Note to any Federal Reserve
        Bank as collateral security pursuant to Regulation A and any operating circular
        issued by such Federal Reserve Bank, and such Loans and Note shall be fully
        transferable as provided therein. No such assignment shall release the assigning
        Lender from its obligations hereunder.

       

      (6) Provision
        of Information to Assignees and Participants.
        A
        Lender may furnish any information concerning Borrower, any Borrower Party
        or
        any of their respective Affiliates or the Project in the possession of such
        Lender from time to time to assignees and participants (including prospective
        assignees and participants).

       

      (7) No
        Assignments to Borrower or Affiliates.
        Anything in this Section 12.24
        to the
        contrary notwithstanding, no Lender may assign or participate any interest
        in
        any Loan held by it hereunder to Borrower or any of its Affiliates without
        the
        prior consent of each Lender.

       

      Section 12.25 Brokers.
        Borrower hereby represents to the Administrative Agent and each Lender that
        Borrower has not dealt with any broker, underwriters, placement agent, or
        finder
        in connection with the transactions contemplated by this Agreement and the
        other
        Loan Documents, other than Eastdil Secured (the “Broker”).
        Borrower hereby agrees to pay all fees and commissions due and payable to
        Broker
        and to indemnify and hold the Administrative Agent and each Lender harmless
        from
        and against any and all claims, liabilities, costs and expenses of any kind
        in
        any way relating to or arising from a claim by any Person (including Broker)
        that such Person acted on behalf of Borrower in connection with the transactions
        contemplated herein.
        The
        Administrative Agent has not engaged any broker in connection with the
        transactions contemplated by this Agreement.

       

       


      
        
           

          
          

        

        
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      Section 12.26 [Reserved]

       

      Section 12.27 Limitation
        on Liability of the Administrative Agent’s and the Lenders’ Officers, Employees,
        etc.
        Any
        obligation or liability whatsoever of the Administrative Agent or any Lender
        which may arise at any time under this Agreement or any other Loan Document
        shall be satisfied, if at all, out of the Administrative Agent’s or such
        Lender’s respective assets only. No such obligation or liability shall be
        personally binding upon, nor shall resort for the enforcement thereof be
        had to,
        the property of any of the Administrative Agent’s or any Lender’s shareholders,
        directors, officers, employees or agents, regardless of whether such obligation
        or liability is in the nature of contract, tort or otherwise.

       

      Section 12.28 Cooperation
        with Syndication.
        Borrower
        acknowledges that the Arranger intends to syndicate a portion of the Commitments
        to one or more Lenders (the “Syndication”)
        and in
        connection therewith, Borrower shall take all actions as the Arranger may
        reasonably request to assist the Arranger in its Syndication effort. Without
        limiting the generality of the foregoing, Borrower shall, at the request
        of the
        Arranger (i) facilitate the review of the Loans, the Project and the other
        collateral for the Loans by any prospective Lender; (ii) assist the
        Arranger and otherwise cooperate with the Arranger in the preparation of
        information offering materials (which assistance may include reviewing and
        commenting on drafts of such information materials); (iii) deliver updated
        information on Borrower, the Project and the other collateral for the Loans;
        (iv) make representatives of Borrower available to meet with prospective
        Lenders at tours of the Project and bank meetings at reasonable times and
        on
        reasonable notice; (v) facilitate direct contact between the senior
        management and advisors of the Borrower and any prospective Lender; and
        (vi) provide the Arranger with all information reasonably deemed necessary
        by it to complete the Syndication successfully. Subject to the provisions
        of
Section 12.5,
        Borrower agrees to take such further reasonable action, in connection with
        documents and amendments to the Loan Documents, as may reasonably be required
        to
        effect such Syndication; provided, however, that notwithstanding any other
        provision of this Section 12.27
        or
Section 12.29
        to the
        contrary, Borrower shall not be required to enter into any such documents
        and
        amendments which would increase
        Borrower’s affirmative obligations or decrease Borrower’s rights under the Loan
        Documents or adversely affect the economic terms of the Loans, except
        potentially in the case of Event of Default.

       

      Section 12.29 Severance
        of Loan.

       

      (1) Loan
        Components.
        The
        Arranger shall have the right, at any time, to direct the Administrative
        Agent,
        with respect to all or any portion of the Loan, to (a) cause the Notes, the
        Mortgage and the other Security Documents to be severed and/or split into
        two or
        more separate notes, mortgages and other security agreements, so as to evidence
        and secure one or more senior and subordinate mortgage loans, (b) create
        one more senior and subordinate notes (i.e.,
        an A/B
        or A/B/C structure) secured by the Mortgage and the other Security Documents,
        (c) create multiple components of the Notes (and allocate or re-allocate
        the outstanding principal amount of the Loan among such components) or
        (d) otherwise sever the Loan into two or more loans secured by the Mortgage
        and the other Security Documents (each of clauses (a) through (d), together
        with the Mezzanine Option described below, a “Bifurcation”);
        in
        each such case, in whatever proportions and priorities as the Arranger may
        so
        direct in its discretion to the Administrative Agent; provided, however,
        that in
        each such instance (i) the outstanding principal amount of all the Notes
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      following
        such Bifurcation shall be equal the outstanding principal amount of the Loan
        immediately prior to such Bifurcation; (ii) the weighted average Applicable
        Margin with respect to the aggregate outstanding principal balance of all
        Base
        Rate Loans and LIBOR-based Loans immediately after such Bifurcation and at
        all
        times prior to the occurrence of any Event of Default shall not exceed the
        weighted average Applicable Margin with respect to the aggregate outstanding
        principal balance of all Base Rate Loans and LIBOR-based Loans as set forth
        in
        the initial Notes delivered hereunder (as such interest rates are subject
        to
        being adjusted from time to time in accordance herewith, including as a result
        of the accrual of interest at the Default Rate); and (iii) such
        adjustment does not increase Borrower’s affirmative obligations or decrease
        Borrower’s rights under the Loan Documents or adversely affect the economic
        terms of the Loans, except potentially in the case of Event of
        Default.
        If
        requested by the Administrative Agent in writing, Borrower shall execute
        within
        ten (10) days after such request, a severance agreement, amendments to or
        amendments and restatements of any one or more Loan Documents, and such
        documentation as the Administrative Agent may reasonably request to evidence
        and/or effectuate any such Bifurcation, all in form and substance reasonably
        satisfactory to the Arranger and the Administrative Agent; provided, however,
        that notwithstanding any other provision of Section 12.27
        or this
Section 12.29(1)
        to the
        contrary, Borrower shall not be required to enter into any such documents
        and
        amendments which would increase
        Borrower’s affirmative obligations or decrease Borrower’s rights under the Loan
        Documents or adversely affect the economic terms of the Loans, except
        potentially in the case of Event of Default.

       

      (2) Mezzanine
        Financing.
        Eurohypo shall have the right, at any time, to direct the Administrative
        Agent,
        to divide the Loan into two or more parts (the “Mezzanine
        Option”):
        a
        mortgage loan (the “Mortgage
        Loan”)
        and
        one or more mezzanine loans (the “Mezzanine
        Loan(s)”).
        The
        principal amount of the Mortgage Loan plus the principal amount of the Mezzanine
        Loan(s) shall equal the outstanding principal balance of the Loan immediately
        prior to the creation of the Mortgage Loan and the Mezzanine Loan(s). In
        effectuating the foregoing, the lender of the Mezzanine Loan(s) will make
        a loan
        to a borrower (the “Mezzanine
        Borrower(s)”);
        Mezzanine Borrower(s) will contribute the amount of the Mezzanine Loan(s)
        to
        Borrower (in its capacity as Borrower under the Mortgage Loan, “Mortgage
        Borrower”)
        and
        Mortgage Borrower will apply the contribution to pay down the Loan to its
        Mortgage Loan amount (without prepayment premium). The Mortgage Loan and
        the
        Mezzanine Loan(s) shall be on the same terms and subject to the same conditions
        set forth in this Agreement, the Note, the Mortgage and the other Loan Documents
        except as follows:

       

      (a) The
        Arranger shall have the right, at any time, to direct the Administrative
        Agent,
        to establish different interest rates and debt service payments for the Mortgage
        Loan(s) and the Mezzanine Loan and to require the payment of the Mortgage
        Loan
        and the Mezzanine Loan(s) in such order of priority as may be designated
        by the
        Arranger; provided that (i) the total of the loan amounts for the Mortgage
        Loan and the Mezzanine Loan(s) immediately following the creation of such
        Mezzanine Loan(s) shall equal the amount of the Loan immediately prior to
        the
        creation of the Mortgage Loan and the Mezzanine Loan(s), (ii) the weighted
        average Applicable Margin with respect to the aggregate outstanding principal
        balance of all Base Rate Loans and LIBOR-based Loans that are outstanding
        under
        the Mortgage Loan and the Mezzanine Loan immediately after such Bifurcation
        and
        at all times prior to the occurrence of any Event of Default shall not exceed
        the weighted average Applicable Margin 

       


      
        
           

          
          

        

        
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      with
        respect to the aggregate outstanding principal balance of all Base Rate Loans
        and LIBOR-based Loans as set forth in the initial Notes delivered hereunder
        (as
        such interest rates are subject to being adjusted from time to time in
        accordance herewith, including as a result of the accrual of interest at
        the
        Default Rate), (iii) the initial debt service payments on the Mortgage Loan
        note and the Mezzanine Loan note(s) shall initially on the date created equal
        the debt service payment which was due under the Loan immediately prior to
        creation of the Mortgage Loan and the Mezzanine Loan(s), and
        (iv) such
        adjustment does not increase Borrower’s affirmative obligations or decrease
        Borrower’s rights under the Loan Documents or adversely affect the economic
        terms of the Loans, except potentially in the case of Event of
        Default.
        The
        Mezzanine Loan(s) shall be subordinate to the Mortgage Loan and shall be
        governed by the terms of an intercreditor agreement between the holders of
        the
        Mortgage Loan and the Mezzanine Loan(s).

       

      (b) Mezzanine
        Borrower(s) shall be a newly-formed special purpose, bankruptcy remote entity
        satisfactory to the Administrative Agent, and shall own directly or indirectly
        one hundred percent (100%) of Mortgage Borrower. The security for the Mezzanine
        Loan shall be a pledge of one hundred percent (100%) of the direct and indirect
        ownership interests in Mortgage Borrower.

       

      (c) Subject
        to the provisions of Section 12.5(3),
        Mezzanine Borrower and Mortgage Borrower shall cooperate with all reasonable
        requests of the Arranger and the Administrative Agent in order to convert
        the
        Loan into a Mortgage Loan and one or more Mezzanine Loan(s) and shall execute
        and deliver such documents as shall reasonably be required by the Arranger
        and
        the Administrative Agent in connection therewith, including, without limitation,
        (i) the delivery of non-consolidation opinions, (ii) the modification
        of organizational documents and loan documents, (iii) documents authorizing
        the Administrative Agent to file any UCC-1 Financing Statements reasonably
        required by the Administrative Agent to perfect the security interest in
        the
        collateral for the Mezzanine Loan(s), (iv) execution of such other
        documents reasonably required by the Arranger and the Administrative Agent
        in
        connection with the creation of the Mezzanine Loan(s), including, without
        limitation, an environmental indemnity substantially similar in form and
        substance to the Environmental Indemnity Agreement delivered on the date
        hereof
        in connection with the Loan, (v) delivery of appropriate authorization and
        enforceability opinions with respect to the Mezzanine Loan(s), and
        (vi) delivery of an “Eagle 9” or equivalent UCC title insurance
        policy, satisfactory to the Arranger and the Administrative Agent, insuring
        the
        perfection and priority of the lien on the Mezzanine Loan collateral; provided,
        however, that notwithstanding any other provision of Section 12.27
        or this
Section 12.29(2)
        to the
        contrary, Borrower shall not be required to enter into any such documents
        and
        amendments which would increase
        Borrower’s affirmative obligations or decrease Borrower’s rights under the Loan
        Documents or adversely affect the economic terms of the Loans, except
        potentially in the case of Event of Default.

       

      (d) Confidentiality.
        Each of
        the Administrative Agent and the Lenders agrees to maintain the confidentiality
        of the Confidential Information, except that Confidential Information may
        be
        disclosed (a) to it and its Affiliates’ directors, officers, employees and
        agents, including accountants, legal counsel and other advisors (it being
        understood that the Persons to whom such disclosure is made shall be informed
        of
        the confidential nature of such Information and instructed to keep such
        Information confidential), (b) to the extent requested by any Governmental
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      Applicable
        Law or by any subpoena or similar legal process, (d) to any other party to
        this Agreement, (e) in connection with the exercise of any remedies
        hereunder or under any other Loan Document or any suit, action or proceeding
        relating to this Agreement or any other Loan Document or the enforcement
        of
        rights hereunder or thereunder, (f) to any assignee or pledgee of or
        Participant in, or any prospective assignee or pledgee of or Participant
        in, any
        of its rights or obligations under this Agreement or any actual or prospective
        counterparty (or its advisors) to any swap or derivative transaction relating
        to
        the Borrower and its obligations, (g) with the consent of the Borrower or
        (h) to the extent such Confidential Information (i) becomes publicly
        available other than as a result of a breach of this Section 12.29(2)(c)
        or of
        arrangements entered into pursuant hereto or (ii) becomes available to the
        Administrative Agent or any Lender from a source other than Borrower or its
        Affiliates; provided, however, the obligation to maintain the confidentiality
        of
        the Confidential Information provided hereunder shall expire twelve (12)
        months after the date upon which the Loans hereunder are indefeasibly paid
        in
        full. The Administrative Agent and each Lender, to the extent required to
        maintain the confidentiality of Information as provided in this Section 12.29(2)(c),
        shall
        be considered to have complied with its obligation to do so if such Person
        has
        exercised the same degree of care to maintain the confidentiality of such
        Confidential Information as a commercial banker exercising reasonable and
        customary business practices would accord to its own confidential information.
        Notwithstanding anything herein to the contrary, the information subject
        to this
Section 12.29(2)(c)
        shall
        not include, and the Administrative Agent and each Lender may disclose without
        limitation of any kind, any information with respect to the “tax treatment” and
“tax structure” (in each case, within the meaning of Treasury Regulation
        Section 1.6011-4) of the transactions contemplated hereby and all materials
        of any kind (including opinions or other tax analyses) that are provided
        to the
        Administrative Agent or such Lender relating to such tax treatment and tax
        structure.

       

      ARTICLE 13 

       

      


       

      RECOURSE
        Liability

       

      Section 13.1 Recourse
        Liability.
        Borrower shall be personally liable for amounts due under the Loan Documents.
        Anything herein or in any other Loan Document or any certificate given in
        connection therewith or pursuant thereto (the Loan Documents and each such
        certificate, collectively, the “Relevant
        Documents”)
        to the
        contrary notwithstanding, the Administrative Agent and the Lenders agree
        that,
        for repayment of the Loans and the payment and performance of any and all
        of
        Borrower’s obligations under the Relevant Documents or any claim based thereon
        or otherwise in respect thereof, they shall look solely to the Project and
        the
        other assets of Borrower, and to such other collateral as may now or hereafter
        be given to secure the Loans, and no other property or assets of Borrower’s
        direct or indirect constituent partners, members, or the directors, officers,
        agents or employees of Borrower or such constituent partners or members
        (collectively, the “Exculpated
        Parties”),
        shall
        be subject to levy, execution or other enforcement procedure for the
        satisfaction of remedies of the Administrative Agent and/or the Lenders,
        or for
        any payment required to be made under the Relevant Documents or for the
        performance of any of the covenants or warranties contained in any of the
        Relevant Documents or for any claim based thereon or in respect thereof,
        nor
        shall any claim be brought against the Exculpated Parties; provided,
        however,
        notwithstanding anything to the contrary contained hereinabove, the foregoing
        provisions of this Section
        13.1
        shall
        not (i) limit the right of the 

       


      
        
           

          
          

        

        
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      Administrative
        Agent and/or the Lenders to name Borrower and/or the Guarantor or either
        of them
        as a party defendant in any action or suit for judicial foreclosure and sale
        under the Mortgage or the other Security Documents so long as no deficiency
        judgment shall be sought or enforced against the Exculpated Parties except
        as
        provided in clause (ii) below or (ii) affect or limit in any way the validity
        or
        enforceability of any separate guaranty or indemnification now or hereafter
        given for the benefit of the Administrative Agent and/or the Lenders in
        connection with the Loans, including the obligations of the Guarantors under
        the
        Guarantor Documents. 

       

      Section 13.2 No
        Waiver of Rights Under Bankruptcy Code. Nothing
        in this Agreement or the other Loan Documents shall be construed as a waiver
        by
        the Administrative Agent or Lenders of any right which the Administrative
        Agent
        or any Lender may have under Sections 506(a), 506(b), 1111(b) or any other
        provision of the United States Bankruptcy Code, as such sections may be amended,
        to file a claim for the full amount due to Administrative Agent or such Lender
        under the Loan Documents or to require that all collateral shall continue
        to
        secure the amounts due under the Loan Documents.

       

      ARTICLE 14 

       

      


       

      The
        Administrative Agent

       

      Section 14.1 Appointment,
        Powers and Immunities.
        Each
        Lender hereby appoints and authorizes the Administrative Agent to act as
        its
        agent hereunder and under the other Loan Documents with such powers as are
        specifically delegated to the Administrative Agent by the terms of this
        Agreement and of the other Loan Documents, together with such other powers
        as
        are reasonably incidental thereto. The Administrative Agent (which term as
        used
        in this sentence and in Section 14.4
        and the
        first sentence of Section 14.5
        shall
        include reference to its Affiliates and its own and its Affiliates’ officers,
        directors, employees and agents):

       

      (a) shall
        have no duties or responsibilities except those expressly set forth in this
        Agreement and in the other Loan Documents, and shall not by reason of this
        Agreement or any other Loan Document be a trustee for any Lender except to
        the
        extent that the Administrative Agent acts as an agent with respect to the
        receipt or payment of funds, nor shall the Administrative Agent have any
        fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty
        to
        the Borrower or any other Lender;

       

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

       

      (c) shall
        not
        be responsible for any action taken or omitted to be taken by it hereunder
        or
        under any other Loan Document or under any other document or instrument referred
        to or provided for herein or therein or in connection herewith or therewith,
        except to the extent any such action taken or omitted violates the
        Administrative Agent’s standard of care set forth in the first sentence of
Section 14.4.

       

       


      
        
           

          
          

        

        
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      (d) shall
        not, except to the extent expressly instructed by the Majority Lenders with
        respect to collateral security under the Security Documents, be required
        to
        initiate or conduct any litigation or collection proceedings hereunder or
        under
        any other Loan Document; and

       

      (e) shall
        not
        be required to take any action which is contrary to this Agreement or any
        other
        Loan Document or Applicable Law.

       

      The
        relationship between the Administrative Agent and each Lender is a contractual
        relationship only, and nothing herein shall be deemed to impose on the
        Administrative Agent any obligations other than those for which express
        provision is made herein or in the other Loan Documents. The Administrative
        Agent may employ agents and attorneys in fact, and may delegate all or any
        part
        of its obligations hereunder, to third parties and shall not be responsible
        for
        the negligence or misconduct of any such agents, attorneys in fact or third
        parties selected by it in good faith. The Administrative Agent may deem and
        treat the payee of a Note as the holder thereof for all purposes hereof unless
        and until a notice of the assignment or transfer thereof shall have been
        filed
        with the Administrative Agent, any such assignment or transfer to be subject
        to
        the provisions of Section 12.24.
        Except
        to the extent expressly provided in Section 14.7,
        the
        provisions of this Article 14
        are
        solely for the benefit of the Administrative Agent and the Lenders, and Borrower
        shall not have any rights as a third-party beneficiary of any of the provisions
        hereof and the Lenders may Modify or waive such provisions of this Article 14
        in their
        sole and absolute discretion.

       

      Section 14.2 Reliance
        by Administrative Agent.
        The
        Administrative Agent shall be entitled to rely upon any certification, notice
        or
        other communication (including, without limitation, any thereof by telephone,
        telecopy, telegram or cable) reasonably believed by it to be genuine and
        correct
        and to have been signed or sent by or on behalf of the proper Person or Persons,
        and upon advice and statements of legal counsel, independent accountants
        and
        other experts selected by the Administrative Agent. As to any matters not
        expressly provided for by this Agreement or any other Loan Document, the
        Administrative Agent shall in all cases be fully protected in acting, or
        in
        refraining from acting, hereunder or thereunder in accordance with instructions
        given by the Majority Lenders, and such instructions of the Majority Lenders
        and
        any action taken or failure to act pursuant thereto shall be binding on all
        of
        the Lenders.

       

      Section 14.3 Defaults.

       

      (1) The
        Administrative Agent shall not be deemed to have knowledge or notice of the
        occurrence of a Potential Default or Event of Default unless the Administrative
        Agent has received notice from a Lender or Borrower specifying such Potential
        Default or Event of Default and stating that such notice is a “Notice
        of Default.”
In
        the
        event that the Administrative Agent receives such a notice of the occurrence
        of
        a Potential Default or Event of Default, the Administrative Agent shall give
        prompt notice thereof to the Lenders. Within ten (10) days of delivery of
        such notice of Potential Default or Event of Default from the Administrative
        Agent to the Lenders (or such shorter period of time as the Administrative
        Agent
        determines is necessary), the Administrative Agent and the Lenders shall
        consult
        with each other to determine a proposed course of action. The Administrative
        Agent shall (subject to Section 14.6)
        take
        such action with respect to such Potential Default or Event of Default as
        shall
        be directed by the Majority Lenders, provided that, (A) unless and until
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      shall
        have received such directions, the Administrative Agent may (but shall not
        be
        obligated to) take such action, or refrain from taking such action, including
        decisions (1) to make protective advances that the Administrative Agent
        determines are necessary to protect or maintain the Project and (2) to
        foreclose on any of the Project or exercise any other remedy, with respect
        to
        such Potential Default or Event of Default as it shall deem advisable in
        the
        interest of the Lenders except to the extent that this Agreement expressly
        requires that such action be taken, or not be taken, only with the consent
        or
        upon the authorization of all of the Lenders and (B) no actions approved by
        the Majority Lenders shall violate the Loan Documents or Applicable Law.
        Each of
        the Lenders acknowledges and agrees that no individual Lender may separately
        enforce or exercise any of the provisions of any of the Loan Documents
        (including the Notes) other than through the Administrative Agent. The
        Administrative Agent shall advise the Lenders of all material actions which
        the
        Administrative Agent takes in accordance with the provisions of this
Section 14.3(1)
        and
        shall continue to consult with the Lenders with respect to all of such actions.
        Notwithstanding the foregoing, if the Majority Lenders shall at any time
        direct
        that a different or additional remedial action be taken from that already
        undertaken by the Administrative Agent, including the commencement of
        foreclosure proceedings, such different or additional remedial action shall
        be
        taken in lieu of or in addition to, the prosecution of such action taken
        by the
        Administrative Agent; provided that all actions already taken by the
        Administrative Agent pursuant to this Section 14.3(1)
        shall be
        valid and binding on each Lender. All money (other than money subject to
        the
        provisions of Section 14.6)
        received from any enforcement actions, including the proceeds of a foreclosure
        sale of the Project, shall be applied, first, to the payment or reimbursement
        of
        the Administrative Agent for reasonable out-of-pocket expenses incurred in
        accordance with the provisions of Sections 14.3(2),
        (3)
        and
(4)
        and
14.4
        and to
        the payment of the Agency Fee to the extent not paid by Borrower pursuant
        to
Section 14.10,
        second,
        to the payment or reimbursement of the Lenders for expenses incurred in
        accordance with the provisions of Sections 14.3(2),
        (3)
        and
(4)
        and
14.4;
        third,
        to the payment or reimbursement of the Lenders for any advances made pursuant
        to
Section 14.3(2);
        and
        fourth, pari passu to the Lenders in accordance with their respective
        Proportionate Shares (and to the Lender or Lenders under any Hedge Agreement
        for
        its Additional Interest in accordance with Section 9.15),
        unless
        an Unpaid Amount is owed pursuant to Section 14.12,
        in
        which event such Unpaid Amount shall be deducted from the portion of such
        proceeds of the Defaulting Lender and be applied to payment of such Unpaid
        Amount to the Special Advance Lender.

       

      (2) All
        losses with respect to interest (including interest at the Default Rate)
        and
        other sums payable pursuant to the Notes or incurred in connection with the
        Loans shall be borne by the Lenders in accordance with their respective
        Proportionate Shares of the Loans. All losses incurred in connection with
        the
        Loans, the enforcement thereof or the realization of the security therefor,
        shall be borne by the Lenders in accordance with their respective Proportionate
        Shares of the Loan, and the Lenders shall promptly, upon request, remit to
        the
        Administrative Agent their respective Proportionate Shares of (i) any
        reasonable out-of-pocket expenses incurred by the Administrative Agent in
        connection with any Default to the extent any expenses have not been paid
        by
        Borrower, (ii) any advances made to pay taxes or insurance or otherwise to
        preserve the Lien of the Security Documents or to preserve and protect the
        Project, whether or not the amount necessary to be advanced for such purposes
        exceeds the amount of the Mortgage, (iii) any other reasonable
        out-of-pocket expenses incurred in connection with the enforcement of the
        Mortgage or other Loan Documents, and (iv) any reasonable out-of-pocket
        expenses incurred in connection with the consummation of the Loans not paid
        or
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      extent
        any such advances are recovered in connection with the enforcement of the
        Mortgage or the other Loan Documents, each Lender shall be paid its
        proportionate share of such recovery after deduction of the expenses of the
        Administrative Agent and the Lenders.

       

      (3) If,
        at
        the direction of the Majority Lenders or otherwise as provided in Section 14.3(1),
        any
        action(s) is brought to collect on the Notes or enforce the Security Documents
        or any other Loan Document, such action shall (to the extent permitted under
        Applicable Law and the decisions of the court in which such action is brought)
        be an action brought by the Administrative Agent and the Lenders, collectively,
        to collect on all or a portion of the Notes or enforce the Security Documents
        or
        any other Loan Document and counsel selected by the Administrative Agent
        shall
        prosecute any such action on behalf of the Administrative Agent and the Lenders,
        and the Administrative Agent and the Lenders shall consult and cooperate
        with
        each other in the prosecution thereof. All decisions concerning the appointment
        of a receiver while such action is pending, the conduct of such receivership,
        the conduct of such action, the collection of any judgment entered in such
        action and the settlement of such action shall be made by the Administrative
        Agent. The costs and expenses of any such action shall be borne by the Lenders
        in accordance with each of their respective proportionate shares.

       

      (4) If,
        at
        the direction of the Majority Lenders or otherwise as provided in Section 14.3(1),
        any
        action(s) is brought to foreclose the Mortgage, such action shall (to the
        extent
        permitted under Applicable Law and the decisions of the court in which such
        action is brought) be an action brought by the Administrative Agent and the
        Lenders, collectively, to foreclose all or a portion of the Mortgage and
        collect
        on the Notes. Counsel selected by the Administrative Agent shall prosecute
        any
        such foreclosure on behalf of the Administrative Agent and the Lenders and
        the
        Administrative Agent and the Lenders shall consult and cooperate with each
        other
        in the prosecution thereof. All decisions concerning the appointment of a
        receiver, the conduct of such foreclosure, the acceptance of a deed in lieu
        of
        foreclosure, the bid on behalf of the Administrative Agent and the Lenders
        at
        the foreclosure sale of the Project, the manner of taking and holding title
        to
        the Project (other than as set forth in subsection (5)
        below),
        the sale of the Project after foreclosure, and the commencement and conduct
        of
        any deficiency judgment proceeding shall be made by the Administrative Agent.
        The costs and expenses of foreclosure will be borne by the Lenders in accordance
        with their respective proportionate shares.

       

      (5) If
        title
        is acquired to the Project after a foreclosure sale or by a deed in lieu
        of
        foreclosure, title shall be held by the Administrative Agent in its own name
        in
        trust for the Lenders or, at the Administrative Agent’s election, in the name of
        a wholly owned subsidiary of the Administrative Agent on behalf of the
        Lenders.

       

      (6) If
        the
        Administrative Agent (or its subsidiary) acquires title to the Project or
        is
        entitled to possession of the Project during or after the foreclosure, all
        material decisions with respect to the possession, ownership, development,
        construction, control, operation, leasing, management and sale of the Project
        shall be made by the Administrative Agent per a management plan approved
        by the
        Administrative Agent and approved (or deemed approved pursuant to Section
        14.9)
        by the
        Majority Lenders.. All income or other money received after so acquiring
        title
        to or taking possession of the Project with respect to the Project, including
        income from the operation and management of the Project and the proceeds
        of a
        sale of the Project, shall be applied (subject to the terms of any separate
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      the
        Lenders), first, to the payment or reimbursement of the Administrative Agent
        for
        the reasonable out-of-pocket expenses incurred in accordance with the provisions
        of this Article 14
        and to
        the payment of the Agency Fee to the extent not paid by Borrower pursuant
        to
Section 14.10,
        second,
        to the payment of operating expenses with respect to the Project; third,
        to the
        establishment of reasonable reserves for the operation of the Project; fourth,
        to the payment or reimbursement of the Lenders for any advances made pursuant
        to
Section 14.3(2);
        fifth,
        to fund any capital improvement, leasing and other reasonable reserves; and
        sixth, to the Lenders in accordance with their respective Proportionate Shares
        (and, if applicable, to Eurohypo Counterparty under any Hedge Agreement for
        its
        Additional Interest in accordance with Section 9.15),
        unless
        an Unpaid Amount is owed pursuant to Section 14.12,
        in
        which event such Unpaid Amount shall be deducted from the portion of such
        proceeds of the Defaulting Lender and be applied to payment of such Unpaid
        Amount to the Special Advance Lender.

       

      Section 14.4 Rights
        as a Lender.
        With
        respect to its Commitment and the Loans made by it Eurohypo (and any successor
        acting as Administrative Agent) in its capacity as a Lender hereunder shall
        have
        the same rights and powers hereunder as any other Lender and may exercise
        the
        same as though it were not acting as the Administrative Agent, and the term
        “Lender” or “Lenders” shall, unless the context otherwise indicates, include the
        Administrative Agent in its individual capacity. Eurohypo (and any successor
        acting as Administrative Agent) and its affiliates may (without having to
        account therefor to any Lender) lend money to, make investments in and generally
        engage in any kind of lending, trust or other business with Borrower (and
        any of
        its Affiliates) as if it were not acting as the Administrative Agent, and
        Eurohypo and its affiliates may accept fees and other consideration from
        Borrower for services in connection with this Agreement or otherwise without
        having to account for the same to the Lenders.

       

      Section 14.5 Standard
        of Care; Indemnification.
        In
        performing its duties under the Loan Documents, the Administrative Agent
        will
        exercise the same degree of care as it normally exercises in connection with
        similar real estate loans it has originated and holds and in which no
        syndication or participations are involved, but the Administrative Agent
        shall
        have no further responsibility to any Lender except as expressly provided
        herein
        and except for its own gross negligence or willful misconduct which resulted
        in
        actual loss to such Lender, and, except to such extent, the Administrative
        Agent
        shall have no responsibility to any Lender for the failure by the Administrative
        Agent to comply with any of the Administrative Agent’s obligations to Borrower
        under the Loan Documents or otherwise. Subject to the terms of any separate
        agreement among the Administrative Agent and the Lenders the Lenders agree
        to
        indemnify the Administrative Agent (to the extent not reimbursed under
Section 12.5,
        but
        without limiting the obligations of Borrower under Section 12.5)
        ratably
        in accordance with the aggregate principal amount of the Loans held by the
        Lenders (or, if no Loans are at the time outstanding, ratably in accordance
        with
        their respective Commitments), for any and all liabilities, obligations,
        losses,
        damages, penalties, actions, judgments, suits, costs, expenses or disbursements
        of any kind and nature whatsoever that may be imposed on, incurred by or
        asserted against the Administrative Agent (including by any Lender) arising
        out
        of or by reason of any investigation in or in any way relating to or arising
        out
        of this Agreement or any other Loan Document or any other documents contemplated
        by or referred to herein or therein or the transactions contemplated hereby
        or
        thereby (including, without limitation, the costs and expenses that Borrower
        is
        obligated to pay under Section 12.5,
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      costs
        administrative costs and expenses incident to the performance of its agency
        duties hereunder) or the enforcement of any of the terms hereof or thereof
        or of
        any such other documents, provided that no Lender shall be liable for any
        of the
        foregoing to the extent they arise from the Administrative Agent’s breach of its
        standard of care set forth in the first sentence of this Section.

       

      Section 14.6 Non
        Reliance on Administrative Agent and Other Lenders.
        Each
        Lender agrees that it has, independently and without reliance on the
        Administrative Agent or any other Lender, and based on such documents and
        information as it has deemed appropriate, made its own credit analysis of
        Borrower and its Affiliates and decision to enter into this Agreement and
        that
        it will, independently and without reliance upon the Administrative Agent
        or any
        other Lender, and based on such documents and information as it shall deem
        appropriate at the time, continue to make its own analysis and decisions
        in
        taking or not taking action under this Agreement or under any other Loan
        Document. Subject to the provisions of the first sentence of Section 14.4,
        the
        Administrative Agent shall not be required to keep itself informed as to
        the
        performance or observance by Borrower of this Agreement or any of the other
        Loan
        Documents or any other document referred to or provided for herein or therein
        or
        to inspect the Project or the books of Borrower or any of its Affiliates.
        Except
        for notices, reports and other documents and information expressly required
        to
        be furnished to the Lenders by the Administrative Agent hereunder or as
        otherwise agreed by the Administrative Agent and the Lenders, the Administrative
        Agent shall not have any duty or responsibility to provide any Lender with
        any
        credit or other information concerning the affairs, financial condition or
        business of Borrower or any of its Affiliates that may come into the possession
        of the Administrative Agent or any of its affiliates.

       

      Section 14.7 Failure
        to Act.
        Except
        for action expressly required of the Administrative Agent hereunder, and
        under
        the other Loan Documents, the Administrative Agent shall in all cases be
        fully
        justified in failing or refusing to act hereunder and thereunder unless it
        shall
        receive further assurances to its satisfaction from the Lenders of their
        indemnification obligations under Section 14.4
        against
        any and all liability and expense that may be incurred by it by reason of
        taking
        or continuing to take any such action.

       

      Section 14.8 Resignation
        of Administrative Agent.
        The
        Administrative Agent may resign at any time by giving at least five (5) Business
        Days prior written notice thereof to the Lenders and Borrower. Upon any such
        resignation, the Majority Lenders shall have the right to appoint a successor
        Administrative Agent that shall be a Person that meets the qualifications
        of an
        Eligible Assignee. If no successor Administrative Agent shall have been so
        appointed by the Majority Lenders and shall have accepted such appointment
        within thirty (30) days after the retiring Administrative Agent’s giving of
        notice of resignation, then the retiring Administrative Agent may, on behalf
        of
        the Lenders, appoint a successor Administrative Agent, that shall be an
        institutional lender that meets the requirements of the immediately preceding
        sentence. Upon the acceptance of any appointment as Administrative Agent
        hereunder by a successor Administrative Agent, such successor Administrative
        Agent shall thereupon succeed to and become vested with all the rights, powers,
        privileges and duties of the retiring (or retired) Administrative Agent,
        and the
        retiring Administrative Agent shall be discharged from its duties and
        obligations hereunder (if not already discharged therefrom as provided above
        in
        this Section 14.7).
        The
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      Administrative
        Agent shall be the same as those payable to its predecessor unless otherwise
        agreed between Borrower and such successor. After any retiring Administrative
        Agent’s resignation hereunder as Administrative Agent, the provision of this
Article 14
        and
Section 12.5
        shall
        continue in effect for its benefit in respect of any actions taken or omitted
        to
        be taken by it while it was acting as the Administrative Agent.

       

      Section 14.9 Consents
        under Loan Documents.
        The
        Administrative Agent may as expressly provided in Section
        12.2
        above or
        in the Loan Documents and, if not expressly provided, with the consent of
        the
        Majority Lenders (a) grant any consent or approval required of it or
        (b) consent to any modification, supplement or waiver under any of the Loan
        Documents. If the Administrative Agent solicits any consents or approvals
        from
        the Lenders under any of the Loan Documents (which solicitation shall include
        the following statement in bold, all capital letters: “FAILURE
        TO RESPOND WITHIN TEN BUSINESS DAYS MAY RESULT IN DEEMED
        CONSENT”),
        each
        Lender shall within ten (10) Business Days of receiving such request, give
        the Administrative Agent written notice of its consent or approval or denial
        thereof; provided that, if any Lender does not respond within such ten (10)
        Business Days, such Lender shall be deemed to have authorized the Administrative
        Agent to vote such Lender’s interest with respect to the matter which was the
        subject of the Administrative Agent’s solicitation as the Administrative Agent
        elects. Any such solicitation by the Administrative Agent for a consent or
        approval shall be in writing and shall include a description of the matter
        or
        thing as to which such consent or approval is requested and shall include
        the
        Administrative Agent’s recommended course of action or determination in respect
        thereof. After any retiring Administrative Agent’s resignation hereunder as
        Administrative Agent, the provisions of this Article 14
        and
Section 12.5
        shall
        continue in effect for its benefit in respect of any actions taken or omitted
        to
        be taken by it while it was acting as the Administrative Agent.

       

      Section 14.10 Authorization.
        The
        Administrative Agent is hereby authorized by the Lenders to execute, deliver
        and
        perform in accordance with the terms of each of the Loan Documents to which
        the
        Administrative Agent is or is intended to be a party and each Lender agrees
        to
        be bound by all of the agreements of the Administrative Agent contained in
        such
        Loan Documents. Borrower shall be entitled to rely on all written agreements,
        approvals and consents received from the Administrative Agent as being that
        also
        of the Lenders, without obtaining separate acknowledgment or proof of
        authorization of same.

       

      Section 14.11 Agency
        Fee.
        So long
        as the Commitments are in effect and until payment in full of all obligations
        under this Agreement, the Notes and the other Loan Documents, Borrower shall
        pay
        to the Administrative Agent, for its sole account, the Agency Fee. The Agency
        Fee shall be payable monthly in advance commencing on the Closing Date pursuant
        to the Fee Letter.

       

      Section 14.12 Defaulting
        Lenders.

       

      (1) If
        any
        Lender (a “Defaulting
        Lender”)
        shall
        for any reason fail to (i) make any respective Loan required pursuant to
        the terms of this Agreement or (ii) pay its proportionate share of an
        advance or disbursement to protect the Project or the Lien of the Security
        Documents, any of the other Lenders may, but shall not be obligated to, make
        all
        or a portion of the Defaulting Lender’s Loan or proportionate share of such
        advance, provided that such Lender gives the Defaulting Lender and the
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      intention
        to do so. The right to make such advances in respect of the Defaulting Lender
        shall be exercisable first by the Lender holding the greatest proportionate
        share and thereafter to each of the Lenders in descending order of their
        respective proportionate shares of the Loans or in such other manner as the
        Majority Lenders (excluding the Defaulting Lender) may agree on. Any Lender
        making all or any portion of the Defaulting Lender’s proportionate share of the
        applicable Loan or advance in accordance with the foregoing terms and conditions
        shall be referred to as a “Special
        Advance Lender.”

       

      (2) In
        any
        case where a Lender becomes a Special Advance Lender (i) the Special
        Advance Lender shall be deemed to have purchased, and the Defaulting Lender
        shall be deemed to have sold, a senior participation in the Defaulting Lender’s
        respective Loan to the extent of the amount so advanced or disbursed (the
        “Advanced
        Amount”)
        bearing interest (including interest at the Default Rate, if applicable)
        and
        (ii) the Defaulting Lender shall have no voting rights under this Agreement
        or any other Loan Documents so long as it is a Defaulting Lender. It is
        expressly understood and agreed that each of the respective obligations under
        this Agreement and the other Loan Documents, including advancing Loans, losses
        incurred in connection with the Loan, including costs and expenses of
        enforcement, advancing to preserve the Lien of the Mortgage or to preserve
        and
        protect the Project, shall be without regard to any adjustment in the
        proportionate shares occasioned by the acts of a Defaulting Lender. The Special
        Advance Lender shall be entitled to an amount (the “Unpaid
        Amount”)
        equal
        to the applicable Advanced Amount, plus any unpaid interest due and owing
        with
        respect thereto, less any repayments thereof made by the Defaulting Lender
        immediately upon demand. The Defaulting Lender shall have the right to
        repurchase the senior participation in its Loan from the Special Advance
        Lender
        at any time by the payment of the Unpaid Amount.

       

      (3) A
        Special
        Advance Lender shall (i) give notice to the Defaulting Lender, the
        Administrative Agent and each of the other Lenders (provided that failure
        to
        deliver said notice to any party other than the Defaulting Lender shall not
        constitute a default under this Agreement) of the Advanced Amount and the
        percentage of the Special Advance Lender’s senior participation in the
        Defaulting Lender’s Loan and (ii) in the event of the repayment of any of
        the Unpaid Amount by the Defaulting Lender, give notice to the Defaulting
        Lender
        and the Administrative Agent of the fact that the Unpaid Amount has been
        repaid
        (in whole or in part), the amount of such repayment and, if applicable, the
        revised percentage of the Special Advance Lender’s senior participation.
        Provided that the Administrative Agent has received notice of such
        participation, the Administrative Agent shall have the same obligations to
        distribute interest, principal and other sums received by the Administrative
        Agent with respect to a Special Advance Lender’s senior participation as the
        Administrative Agent has with respect to the distribution of interest, principal
        and other sums under this Agreement; and at the time of making any distributions
        to the Lenders, shall make payments to the Special Advance Lender with respect
        to a Special Advance Lender’s senior participation in the Defaulting Lender’s
        Loan out of the Defaulting Lender’s share of any such
        distributions.

       

      (4) A
        Defaulting Lender shall immediately pay to a Special Advance Lender all sums
        of
        any kind paid to or received by the Defaulting Lender from Borrower, whether
        pursuant to the terms of this Agreement or the other Loan Documents or in
        connection with the realization of the security therefor until the Unpaid
        Amount
        is fully repaid. Notwithstanding the fact that the Defaulting Lender may
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      deemed
        to
        hold same as a trustee for the benefit of the Special Advance Lender, it
        being
        the express intention of the Lenders that the Special Advance Lender shall
        have
        an ownership interest in such sums to the extent of the Unpaid
        Amount.

       

      (5) Each
        Defaulting Lender shall indemnify, defend and hold the Administrative Agent
        and
        each of the other Lenders harmless from and against any and all losses, damages,
        liabilities or expenses (including reasonable attorneys’ fees and expenses and
        interest at the Default Rate) which they may sustain or incur by reason of
        the
        Defaulting Lender’s failure or refusal to abide by its obligations under this
        Agreement or the other Loan Documents, except to the extent a Defaulting
        Lender
        became a Defaulting Lender due to the gross negligence or willful misconduct
        of
        the Administrative Agent and/or any Lender. The Administrative Agent shall,
        after payment of any amounts due to any Special Advance Lender pursuant to
        the
        terms of subsection (3)
        above,
        set-off against any payments due to such Defaulting Lender for the claims
        of the
        Administrative Agent and the other Lenders pursuant to this
        indemnity.

       

      Section 14.13 Liability
        of the Administrative Agent.
        The
        Administrative Agent shall not have any liabilities or responsibilities to
        Borrower on account of the failure of any Lender (other than the Administrative
        Agent in its capacity as a Lender) to perform its obligations hereunder or
        to
        any Lender on account of the failure of Borrower to perform its obligations
        hereunder or under any other Loan Document.

       

      Section 14.14 Transfer
        of Agency Function.
        Without
        the consent of Borrower or any Lender, the Administrative Agent may at any
        time
        or from time to time transfer its functions as the Administrative Agent
        hereunder to any of its offices wherever located in the United States; provided
        that the Administrative Agent shall promptly notify Borrower and the Lenders
        thereof.

       

      ARTICLE 15 

       

      


       

      CASH
        MANAGEMENT AND Controlled Accounts

       

      Section 15.1 Cash
        Management.
        If the
        Maturity Date has been extended pursuant to Section
        2.5(2)
        or
Section
        2.5(3),
        commencing with the first day of the Second Extension Period and continuing
        until the Maturity Date, as so extended, Borrower and Manager shall cause
        all
        Rents from the Project to be deposited into the Clearing Account for further
        deposit into the Cash Management Account pursuant to the Clearing Account
        Agreement and the Cash Management Agreement. Without limitation of the
        foregoing, Borrower shall, and shall cause the Manager to, (a) deliver
        irrevocable written instructions to all tenants under Leases to make all
        payments directly to the Clearing Account, and (b) deposit all amounts received
        by Borrower or the Manager constituting Rents into the Clearing Account within
        one (1) Business Day of receipt thereof, in each case for further deposit
        into
        the Cash Management Account pursuant to the Clearing Account Agreement and
        the
        Cash Management Agreement. Disbursements from the Cash Management Account
        will
        be made in accordance with the terms and conditions of this Agreement and
        the
        Cash Management Agreement. Without limiting the express provisions of the
        Cash
        Management Agreement, the Administrative Agent shall have sole dominion and
        control over the Clearing Account and the Cash Management Account and Borrower
        shall have no rights to make withdrawals therefrom. 

       

       


      
        
           

          
          

        

        
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      (1) Notwithstanding
        anything to the contrary contained in this Agreement or the other Loan
        Documents, and provided no Event of Default or Low DSCR Trigger Period exists
        and after all Reserve Funds have been funded in accordance with this Agreement
        and the Cash Management Agreement, on each Business Day, funds on deposit
        in the
        Cash Management Account shall be transferred to an account designated and
        controlled by Borrower. 

       

      (2) The
        insufficiency of funds on deposit in the Cash Management Account (or any
        sub-account thereunder) shall not absolve Borrower of the obligation to make
        any
        payments as and when due pursuant to this Agreement and the other Loan
        Documents, and such obligations shall be separate and independent, and not
        conditioned on any event or circumstance whatsoever. 

       

      (3) In
        furtherance of the foregoing provisions, prior to the Second Extension Period
        and as a further condition thereto, Borrower and Manager shall (a) select
        a
        Depository Bank reasonably acceptable to the Administrative Agent, (b) execute
        and deliver, and shall cause the Manager and Depository Bank to execute and
        deliver the Cash Management Agreement and the Clearing Account Agreement,
        each
        in the form attached hereto as Exhibits
        I
        and
J,
        respectively, (c) take such actions as are necessary to establish the Clearing
        Account and the Cash Management Account and any other accounts necessary
        to
        comply with the provisions of this Agreement, the Clearing Account Agreement
        and
        the Cash Management Agreement, and (d) deliver such authorizations or
        resolutions and incumbency certificates of Borrower and the Manager and opinions
        relating to such Clearing Account Agreement and Cash Management Agreement
        as
        reasonably requested by Administrative Agent.

       

      Section 15.2 Real
        Estate Tax and Insurance Reserve Fund.

       

      (2) Deposits.
        If the
        Maturity Date has been extended pursuant to Sections
        2.5(2)
        or
2.5(3),
        as
        applicable, on each Payment Date from and after the first day of the Second
        Extension Period and continuing until the Maturity Date,
        Borrower
        shall deposit with Administrative Agent, for deposit into an account (the
        “Tax
        and Insurance Reserve Account”)
        (i) a
        monthly amount, as determined by Administrative Agent, which will be sufficient
        to accumulate with Administrative Agent thirty (30) days prior to each due
        date therefor sufficient funds to pay all real estate taxes, assessments
        and
        impositions which Administrative Agent estimates will be payable during the
        next
        ensuing twelve (12) months, and (ii) a monthly amount, as determined by the
        Administrative Agent, which will be sufficient to accumulate with Administrative
        Agent, thirty (30) days prior to the expiration of the then current insurance
        policies which Administrative Agent estimates will be payable for the renewal
        of
        the coverage required under Article 3
        for the
        next ensuing twelve (12) months (or, if the Blanket Insurance Premium Financing
        Arrangement remains in effect without default thereunder, sufficient to pay
        all
        Financing Installments that will be payable during the next ensuing twelve
        (12)
        months)(said amounts in clauses
        (i)
        and
(ii)
        above,
        being, collectively, the “Tax
        and Insurance Reserve Fund”).
        If at
        any time Administrative Agent reasonably determines that the Tax and Insurance
        Reserve Fund is not or will not be sufficient to pay real estate taxes and
        insurance premiums (or, if applicable, Financing Installments) by the dates
        set
        forth in clauses
        (i)
        and
(ii)
        above,
        Administrative Agent shall notify Borrower of such determination and Borrower
        shall increase its monthly payments to Administrative Agent by the amount
        that
        Administrative Agent estimates is sufficient to make up the deficiency
        thirty (30) days prior to delinquency of the real estate taxes and/or
        thirty (30) days prior to expiration of the insurance policies, as the case
        may 

       


      
        
           

          
          

        

        
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      be.
        Any
        interest earned on the Tax and Insurance Reserve Fund shall be accumulated
        in
        the Tax and Insurance Reserve Fund and become a part thereof. 

       

      (3) Disbursements.
        Borrower
        shall furnish Administrative Agent with (i) bills for the charges for which
        such
        deposits are required and (ii) a disbursement request (in a form reasonably
        satisfactory to Administrative Agent), executed by an Authorized Officer
        of
        Borrower’s Managing Member’s General Partner, at least thirty (30) days prior to
        the date on which the charges first become payable.
        Provided
        that no Event of Default exists, Administrative Agent will direct the Depository
        Bank to apply the Tax and Insurance Reserve
        Fund to
        payments of insurance premiums and real estate taxes, respectively, as directed
        by Administrative Agent. In directing the Depository Bank to make any payment
        relating to the Tax and Insurance Reserve Fund, Administrative Agent may
        do so
        according to any bill, statement or estimate procured from the appropriate
        public office (with respect to real estate taxes) or insurer or agent (with
        respect to insurance premiums), without inquiry into the accuracy of such
        bill,
        statement or estimate or into the validity of any tax, assessment, sale,
        forfeiture, tax lien or title or claim thereof unless said bill, statement
        or
        estimate is obviously incorrect. 

       

      Section 15.3 Cash
        Flow
        Sweep Fund.

       

      (1) Deposits.
        If the
        Maturity Date has been extended pursuant to Section
        2.5(2)
        or
2.5(3),
        as
        applicable, on each Payment Date during any Low DSCR Trigger Period from
        and
        after the first day of the Second Extension Period and continuing until the
        Maturity Date, Borrower shall cause all funds remaining in the Cash Management
        Account (after giving effect to deposits required pursuant to Section
        3.3 (a)(i)
        through
(iv)
        of the
        Cash Management Agreement) (“Excess
        Cash”)
        to be
        paid each month directly to Administrative Agent for deposit into an account
        (the “Sweep
        Account”)
        as
        additional collateral for the Loans. Amounts so deposited shall hereinafter
        be
        collectively referred to as the “Excess
        Cash Reserve Fund.”
        

       

      (2) [Reserved]

       

      (3) Release.
        Provided no Event of Default exists, any funds held in the Excess Cash Reserve
        Fund (after giving effect to any reductions thereof as permitted pursuant
        to
Section
        15.3(4)
        below)
        shall be released to Borrower upon the occurrence of a Low DSCR Release Event
        and, in such event Borrower shall no longer be required to cause the deposit
        of
        the subsequent Excess Cash into the Excess Cash Reserve Fund unless a Low
        DSCR
        Trigger Event occurs with respect to any future calendar quarter. 

       

      (4) Principal
        Reduction.
        If at
        any time a Low DSCR Trigger Period continues for four (4) full consecutive
        quarters following a Low DSCR Trigger Event, then the Administrative Agent
        shall
        have the right to apply all funds on deposit in the Sweep Account (or which
        are
        deposited into the Sweep Account while such Low DSCR Trigger Period continues)
        to reduce the outstanding principal balance of the Loans (and upon any such
        payment, Borrower shall pay to the Lenders any amounts due to the Lenders
        in
        accordance with Sections
        2.4(6)
        and
2.9(5)).

       

      (5) Cash
        Deposit/Letter of Credit.
        Without
        limiting the foregoing, upon the occurrence of a Low DSCR Trigger Event,
        Borrower shall have the right, on or before the date which is ten (10) Business
        Days after the date of any such determination, to cure such Low 

       


      
        
           

          
          

        

        
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      DSCR
        Trigger Event by electing to (a) make a deposit of cash with the Administrative
        Agent, and/or (b) deliver a Collateral Letter of Credit to the Administrative
        Agent as additional collateral for the Notes and Borrower’s other obligations
        under the Loan Documents, in each case, in an amount determined by the
        Administrative Agent such that if the amount of cash so deposited or the
        amount
        of such Collateral Letter of Credit were used to make a principal prepayment,
        the Debt Service Coverage Ratio would have been at least 1.25:1.00 for the
        applicable calendar quarter had such prepayment been made as of the first
        day of
        such calendar quarter. Any cash shall be deposited by the Administrative
        Agent
        in a Controlled Account. At any time while a Low DSCR Trigger Period exists,
        if
        the Debt Service Coverage Ratio shall be at or above 1:30:1.00 for a period
        of
        at least two (2) consecutive calendar quarters, then there shall be no further
        deposits required into the Sweep Account unless and until another Low DSCR
        Trigger Period exists, and any funds (if any) theretofore deposited in the
        Sweep
        Account pursuant to this Section
        15.3(3)
        and not
        theretofore applied pursuant to Section
        15.3(4) shall
        be
        promptly released to Borrower.

       

      Section 15.4 Capital
        Improvements Reserve Fund. 

       

      (1) Deposits.
        If the
        Maturity Date has been extended pursuant to Section
        2.5(2)
        or
2.5(3),
        on each
        Payment Date from and after the first day of the Second Extension Period
        and
        continuing until the Maturity Date, Borrower shall deposit with the
        Administrative Agent into a Controlled Account(the “Capital
        Improvements Reserve Account”),
        an
        amount equal to one-twelfth of the amount determined by the Administrative
        Agent
        to be equal to $0.15 per leaseable square foot per annum, to
        be
        necessary for capital
        improvements and capital repairs (“Capital
        Improvements”)
        to be
        made to the Project based on the current Capital Expenditures Budget as approved
        by the Administrative Agent.
        Such
        monthly amounts shall be deposited into the Cash Management Account and shall
        be
        disbursed into the Capital Improvements Reserve Account. Amounts deposited
        into
        the Capital Improvements Reserve Account pursuant to this Section
        15.4(1)
        are
        referred to herein as the “Capital
        Improvements Reserve Funds”.
        

       

      (2) Release
        of Capital Improvements Reserve Funds.
        Administrative Agent shall direct the Depository Bank to disburse to Borrower
        amounts from the Capital Improvements Reserve Funds within five (5) Business
        Days of receipt of request by Borrower provided that: (a) on the date such
        request is received by Administrative Agent and on the date such payment
        is to
        be made, no Event of Default then exists, (b) if requested by Administrative
        Agent, Administrative Agent shall have received a certificate from an Authorized
        Officer of Borrower’s Managing Member’s General Partner in form and substance
        reasonably satisfactory to Administrative Agent (i) identifying the specific
        item (which item may constitute a discrete portion of a larger project or
        job)
        for which disbursement is requested, (ii) identifying, by category, the
        cost of completing such item and (iii) certifying that such item has been
        substantially completed pursuant to arms length transactions in a timely
        and
        first-class manner in accordance with all Applicable Laws and free and clear
        of
        all Liens other than Permitted Encumbrances, and that all costs associated
        therewith have been paid in full, except for (x) those fees, costs and expenses
        being contested in good faith in accordance with the terms of this Agreement
        (in
        which case Borrower shall only be entitled to receive the uncontested portion
        of
        such fees, costs and expenses) and (y) fees, costs and expenses to be reimbursed
        out of the subject disbursement and (c) the request for disbursement shall
        include (i) copies of invoices for all items and materials purchased and
        all
        contracted labor or services provided or other evidence 

       


      
        
           

          
          

        

        
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      that
        such
        costs have been incurred as may be reasonably required by Administrative
        Agent
        and (ii) if requested by Administrative Agent, waivers of liens conditioned
        only
        on payment from each contractor providing materials, labor or services for
        the
        invoiced work and unconditional lien waivers for work previously performed
        and
        reimbursed out of funds disbursed to Borrower from the Capital Improvements
        Reserve Funds. Administrative Agent shall not be required to disburse Capital
        Improvements Reserve Funds more frequently than once each calendar month
        and all
        such disbursements shall be in increments of at least $50,000. In addition
        to
        any insurance required under the Loan Documents, Borrower shall provide or
        cause
        to be provided workmen’s compensation insurance, builder’s risk, and public
        liability insurance and other insurance to the extent required under Applicable
        Laws in connection with work paid for out of the Capital Improvements Reserve
        Account. All such policies shall be in form and amount and with insurers
        reasonably satisfactory to Administrative Agent.

       

      Section 15.5 Reserve
        Funds and Security Accounts Generally.

       

      (1) Grant
        of Security Interest.
        Borrower hereby grants a perfected first priority security interest in favor
        of
        Administrative Agent for the ratable benefit of the Lenders in each Reserve
        Fund
        and Security Account established by or for it hereunder and all financial
        assets
        and other property and sums at any time held, deposited or invested therein,
        and
        all security entitlements and investment property relating thereto, together
        with any interest or other earnings thereon, and all proceeds thereof, whether
        accounts, general intangibles, chattel paper, deposit accounts, instruments,
        documents or securities (collectively, “Reserve
        Account Collateral”),
        together with all rights of a secured party with respect thereto (even if
        no
        further documentation is requested by Administrative Agent or the Lenders
        or
        executed by Borrower). 

       

      (a) Borrower
        covenants and agrees: 

       

      (i) to
        do all
        acts that may be reasonably necessary to maintain, preserve and protect Reserve
        Account Collateral; 

       

      (ii) to
        pay
        promptly when due all material taxes, assessments, charges, encumbrances
        and
        liens now or hereafter imposed upon or affecting any Reserve Account Collateral;
        

       

      (iii) to
        appear
        in and defend any action or proceeding which may materially and adversely
        affect
        Borrower’s title to or Administrative Agent’s interest in the Reserve Account
        Collateral; 

       

      (iv) following
        the creation of each Reserve Fund and Security Account established by or
        for
        Borrower and the initial funding thereof, other than to Administrative Agent
        pursuant to this Agreement or the Cash Management Agreement, not to transfer,
        assign, sell, surrender, encumber, mortgage, hypothecate, or otherwise dispose
        of any of the Reserve Account Collateral or rights or interests therein,
        and to
        keep the Reserve Account Collateral free of all levies and security interests
        or
        other liens or charges except the security interest in favor of Administrative
        Agent granted hereunder; 

       

      (v) to
        account fully for and promptly deliver to Administrative Agent, in the form
        received, all documents, chattel paper, instruments and agreements 

       


      
        
           

          
          

        

        
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      constituting
        the Reserve Account Collateral hereunder, endorsed to Administrative Agent
        or in
        blank, as requested by Administrative Agent, and accompanied by such powers
        as
        appropriate and until so delivered all such documents, instruments, agreements
        and proceeds shall be held by Borrower in trust for Administrative Agent,
        separate from all other property of Borrower; and

       

      (vi) from
        time
        to time upon request by Administrative Agent, to furnish such further assurances
        of Borrower’s title with respect to the Reserve Account Collateral, execute such
        written agreements, or do such other acts, all as may be reasonably necessary
        to
        effectuate the purposes of this agreement or as may be required by law, or
        in
        order to perfect or continue the first-priority lien and security interest
        of
        Administrative Agent in the Reserve Account Collateral.

       

      (2) Rights
        on Event of Default.
        Upon
        the
        occurrence and during the continuance of an Event of Default, Administrative
        Agent, at its option, may withdraw the Reserve Funds and the other funds
        in the
        Security Accounts and apply such funds to the items for which the Reserve
        Funds
        were established or to payment of the Loans in such order, proportion and
        priority as Administrative Agent may determine in its sole and absolute
        discretion. Administrative Agent’s right to withdraw and apply such funds shall
        be in addition to all other rights and remedies provided to Administrative
        Agent
        on behalf of the Lenders under the Loan Documents.

       

      (3) Prohibition
        Against Further Encumbrance.
        Borrower shall not, without the prior consent of Administrative Agent, further
        pledge, assign or grant any security interest in the Reserve Funds or the
        Security Accounts or permit any Lien to attach thereto, or any levy to be
        made
        thereon, or any Uniform Commercial Code financing statements, except those
        naming Administrative Agent on behalf of the Lenders as the secured party,
        to be
        filed with respect thereto.

       

      Section 15.6 Release
        of Reserve Funds.
        Any
        amount remaining in the Reserve Funds and the Security Accounts after the
        Loans
        have been paid in full shall be promptly returned to the Borrower.

       

      Section 15.7 Controlled
        Accounts.
        Borrower hereby agrees with the Administrative Agent, as to any Controlled
        Account into which this Agreement requires Borrower to deposit funds, as
        follows:

       

      (1) Establishment
        and Maintenance of the Controlled Account.

       

      (a) Each
        Controlled Account (i) shall be established at, and a separate and
        identifiable account from all other funds held by, a Depository Bank and
        (ii) shall contain only funds required to be deposited pursuant to this
        Agreement or any other Loan Document. Any interest which may accrue on the
        amounts on deposit in a Controlled Account shall be added to and shall become
        part of the balance of such Controlled Account. Borrower, the Administrative
        Agent and the applicable Depository Bank shall enter into an agreement (a
        “Controlled
        Account Agreement”),
        substantially in the form of Exhibit G
        attached
        hereto (with such changes thereto as may be required by such Depository Bank
        and
        satisfactory to the Administrative Agent) which shall govern such Controlled
        Account and the rights, duties and obligations of each party to such Controlled
        Account Agreement.

       

       


      
        
           

          
          

        

        
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      (b) Each
        Controlled Account Agreement shall provide that (i) the Controlled Account
        shall be established in the name of the Administrative Agent, as agent for
        the
        Lenders, (ii) the Controlled Account shall be subject to the sole dominion,
        control and discretion of the Administrative Agent, and (iii) neither
        Borrower nor any other Person, including, without limitation, any Person
        claiming on behalf of or through Borrower, shall have any right or authority,
        whether express or implied, to make use of or withdraw, or cause the use
        or
        withdrawal of, any proceeds from the Controlled Account or any of the other
        proceeds deposited in the Controlled Account, except as expressly provided
        in
        this Agreement or in such Controlled Account Agreement.

       

      (2) Deposits
        to and Disbursements from the Controlled Account.
        All
        deposits to and disbursements of all or any portion of the deposits to any
        Controlled Account shall be in accordance with this Agreement and the applicable
        Controlled Account Agreement. Borrower shall pay any and all fees charged
        by
        Depository Bank in connection with the maintenance of the Controlled Account
        required to be established by or for it hereunder, and the performance of
        the
        Depository Bank’s duties.

       

      (3) Security
        Interest.

       

      (a) Borrower
        hereby grants a perfected first priority security interest in favor of the
        Administrative Agent for the ratable benefit of the Lenders in each Controlled
        Account established by or for it hereunder and all financial assets and other
        property and sums at any time held, deposited or invested therein, and all
        security entitlements and investment property relating thereto, together
        with
        any interest or other earnings thereon, and all proceeds thereof, whether
        accounts, general intangibles, chattel paper, deposit accounts, instruments,
        documents or securities (collectively, “Controlled
        Account Collateral”),
        together with all rights of a secured party with respect thereto to secure
        the
        Loans

       

      (b) Borrower
        covenants and agrees:

       

      (iii) to
        do all
        acts that may be reasonably necessary to maintain, preserve and protect the
        Controlled Account Collateral;

       

      (iv) to
        pay
        promptly when due all material taxes, assessments, charges, encumbrances
        and
        liens now or hereafter imposed upon or affecting the Controlled Account
        Collateral;

       

      (v) to
        appear
        in and defend any action or proceeding which may materially and adversely
        affect
        Borrower’s title to or the Administrative Agent’s interest in the Controlled
        Account Collateral;

       

      (vi) following
        the creation of each Controlled Account established by or for Borrower and
        the
        initial funding thereof, other than to the Administrative Agent pursuant
        to this
        Agreement or a Controlled Account Agreement, not to transfer, assign, sell,
        surrender, encumber, mortgage, hypothecate, or otherwise dispose of any of
        the
        Controlled Account Collateral or rights or interests therein, and to keep
        the
        Controlled Account Collateral free of all levies and security interests or
        other


       


      
        
           

          
          

        

        
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      liens
        or
        charges except the security interest in favor of the Administrative Agent
        granted hereunder;

       

      (vii) to
        account fully for and promptly deliver to the Administrative Agent, in the
        form
        received, all documents, chattel paper, instruments and agreements constituting
        the Controlled Account Collateral hereunder, endorsed to the Administrative
        Agent or in blank, as requested by the Administrative Agent, and accompanied
        by
        such powers as appropriate and until so delivered all such documents,
        instruments, agreements and proceeds shall be held by Borrower in trust for
        the
        Administrative Agent, separate from all other property of Borrower;
        and

       

      (viii) from
        time
        to time upon request by the Administrative Agent, to furnish such further
        assurances of Borrower’s title with respect to the Controlled Account
        Collateral, execute such written agreements, or do such other acts, all as
        may
        be reasonably necessary to effectuate the purposes of this agreement or as
        may
        be required by Applicable Law, or in order to perfect or continue the
        first-priority lien and security interest of the Administrative Agent in
        the
        Controlled Account Collateral.

       

      (c) All
        interest earned on any Controlled Account shall be retained in such Controlled
        Account. Borrower shall treat all interest earned on its Controlled Account
        as
        its income for federal income tax purposes.

       

      (d) Upon
        the
        occurrence and during the continuation of an Event of Default, the
        Administrative Agent may (and, upon the instruction of the Major Lenders,
        shall):

       

      (iii) without
        any advertisement or notice to or authorization from Borrower (all of which
        advertisements, notices and/or authorizations are hereby expressly waived),
        withdraw, sell or otherwise liquidate the funds deposited into any Controlled
        Account established by or for Borrower, and apply the proceeds thereof to
        the
        unpaid Obligations of Borrower in such order as the Administrative Agent
        may
        elect in its sole and absolute discretion, without liability for any loss,
        and
        Borrower hereby consents to any such withdrawal and application as a
        commercially reasonable disposition of such funds and agrees that such
        withdrawal shall not result in satisfaction of the Loans except to the extent
        the proceeds are applied to such sums;

       

      (iv) without
        any advertisement or notice to or authorization from Borrower (all of which
        advertisements, notices and/or authorizations are hereby expressly waived),
        notify any account debtor on any Controlled Account Collateral pledged by
        Borrower pursuant hereto to make payment directly to the Administrative
        Agent;

       

      (v) foreclose
        upon all or any portion of the Controlled Account Collateral pledged by Borrower
        or otherwise enforce the Administrative Agent’s security interest in any manner
        permitted by Applicable Law or provided for in this Agreement;

       

      (vi) sell
        or
        otherwise dispose of all or any portion of the Controlled Account Collateral
        pledged by Borrower at one or more public or private sales, whether or not
        such
        Controlled Account Collateral is present at the place of sale, 

       


      
        
           

          
          

        

        
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      for
        cash
        or credit or future delivery, on such terms and in such manner as the
        Administrative Agent may determine;

       

      (vii) recover
        from Borrower all costs and expenses, including, without limitation, reasonable
        attorneys’ fees, incurred or paid by the Administrative Agent in exercising any
        right, power or remedy provided by this subsection (vii);
        and

       

      (viii) exercise
        any other right or remedy available to the Administrative Agent or the Lenders
        under Applicable Law or in equity.

       

      ARTICLE 16 

       

      


       

      CO-BORROWER
        WAIVERS AND PROVISIONS

       

      Section 16.1 Definitions.
        As used
        in this Article
        16,
        the
        term “Individual
        Borrower”
means
        each of 3161, PS2 and PS5, each in its individual capacity as a Borrower
        hereunder, and the term “Other
        Borrower”
has
        the
        following meanings: (a) in relation to 3161, “Other Borrower” means PS2 and PS5;
        (b) in relation to PS2, “Other Borrower” means 3161 and PS5; and (c) in relation
        to PS5, “Other Borrower” means 3161 and PS2. As used in this Article
        16,
        the
        term "Other
        Borrower Obligation"
        means
        each obligation under this Loan Agreement and the other Loan Documents which is
        required to be performed by any Other Borrower. 

       

      Section 16.2 Rights
        of The Administrative Agent.
        Insofar
        as any Other Borrower Obligation represents an obligation of any Other Borrower
        (but not insofar as it represents an obligation of the applicable Individual
        Borrower) and without limiting any other rights or remedies of the
        Administrative Agent or any Lender on account of the obligations of such
        Individual Borrower under this Agreement or the other Loan Documents or any
        security encumbered by such Individual Borrower for any such obligations,
        each
        Individual Borrower authorizes the Administrative Agent to perform any or
        all of
        the following acts at any time in its sole and absolute discretion, all without
        notice to such Individual Borrower and without affecting Administrative Agent’s
        rights or such Individual Borrower's obligations under this Loan Agreement
        or
        the other Loan Documents or any security encumbered by such Individual Borrower
        for any such obligations: 

       

      (1) The
        Administrative Agent may alter any terms of such Other Borrower Obligation
        or
        any part of it, including renewing, compromising, extending or accelerating,
        or
        otherwise changing the time for payment of, or increasing or decreasing the
        rate
        of interest on, such Other Borrower Obligation or any part of it. 

       

      (2) The
        Administrative Agent may take and hold security for such Other Borrower
        Obligation, accept additional or substituted security therefor, and subordinate,
        exchange, enforce, waive, release, compromise, fail to perfect and sell or
        otherwise dispose of any such security. 

       

      (3) The
        Administrative Agent may direct the order and manner of any sale of all or
        any
        part of any security now or later to be held for such Other Borrower Obligation,
        and the Administrative Agent may also bid at any such sale. 

       

       


      
        
           

          
          

        

        
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      (4) Except
        as
        expressly provided in this Agreement or the other Loan Documents, the
        Administrative Agent may apply any payments or recoveries from any Other
        Borrower, such Individual Borrower or any other source, and any proceeds
        of any
        security, to the obligations of such Individual Borrower under this Agreement
        and the other Loan Documents and to any Other Borrower Obligation in such
        manner, order and priority as the Administrative Agent may elect. 

       

      (5) The
        Administrative Agent may release any Other Borrower of its liability for
        all or
        any portion of any Other Borrower Obligation. 

       

      (6) The
        Administrative Agent may substitute, add or release any one or more guarantors
        or endorsers for any Other Borrower Obligation.

       

      (7) The
        Administrative Agent may extend other credit to any Other Borrower, and may
        take
        and hold security for the credit so extended.

       

      Section 16.3 Waivers
        of Defenses.
        Insofar
        as any Other Borrower Obligation represents an obligation of any Other Borrower
        (but not insofar as it represents an obligation of the applicable Individual
        Borrower) and without limiting any other rights or remedies of the
        Administrative Agent or any Lender on account of the obligations of such
        Individual Borrower under this Agreement or the other Loan Documents or any
        security encumbered by such Individual Borrower for any such obligations,
        each
        Individual Borrower waives:

       

      (1) Any
        right
        it may have to require the Administrative Agent to proceed against any Other
        Borrower, proceed against or exhaust any security held from any Other Borrower,
        or pursue any other remedy in the Administrative Agent's power to
        pursue;

       

      (2) Any
        defense based on any claim that any obligations of such Individual Borrower
        under this Agreement or the other Loan Documents exceed or are more burdensome
        that those of any Other Borrower;

       

      (3) Any
        defense based on: (a) any legal disability of any Other Borrower; (b) any
        release, discharge, modification, impairment or limitation of the liability
        of
        any Other Borrower to the Administrative Agent from any cause, whether consented
        to by the Administrative Agent or arising by operation of law or from any
        bankruptcy or other voluntary or involuntary proceeding, in or out of court,
        for
        the adjustment of debtor-creditor relationships ("Insolvency
        Proceeding")
        and
        (c) any rejection or disaffirmance, of any Other Borrower Obligation, or
        any part of it, or any security held for it, in any such Insolvency
        Proceeding;

       

      (4) Any
        defense based on any action taken or omitted by the Administrative Agent
        or any
        Lender in any Insolvency Proceeding involving any Other Borrower, including
        any
        election to have the Administrative Agent's or any Lender’s claim allowed as
        being secured, partially secured or unsecured, any extension of credit by
        the
        Administrative Agent or any Lender to any Other Borrower in any Insolvency
        Proceeding and the taking and holding by the Administrative Agent or any
        Lender
        of any security for any such extension of credit;

       

       


      
        
           

          
          

        

        
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      (5) Except
        for notices expressly provided for under this Agreement or the other Loan
        Documents, all presentments, demands for performance, notices of nonperformance,
        protests, notices of protest, notices of dishonor, notices of acceptance
        of this
        Agreement or any of the other Loan Documents, and of the existence, creation,
        or
        incurring of new or additional indebtedness, and demands and notices of every
        kind;

       

      (6) Any
        defense based on or arising out of any action of the Administrative Agent
        described in Section
        16.2
        above.

       

      Section 16.4 Waivers
        of Subrogation and Other Rights and Defenses.
        Insofar
        as any Other Borrower Obligation represents an obligation of any Other Borrower
        (but not insofar as it represents an obligation of the applicable Individual
        Borrower) and without limiting any other rights or remedies of the
        Administrative Agent or any Lender on account of the obligations of such
        Individual Borrower under this Agreement or the other Loan Documents or any
        security encumbered by such Individual Borrower for any such obligations,
        each
        Individual Borrower agrees as follows: 

       

      (1) Upon
        a
        default by any Other Borrower, the Administrative Agent in its sole and absolute
        discretion, without prior notice to or consent of Individual Borrower (except
        for notices that are expressly required pursuant to this Agreement and the
        other
        Loan Documents), may elect to: (a) foreclose either judicially or
        nonjudicially against any real or person property security it may hold for
        any
        Other Borrower Obligation, (b) accept a transfer of any such security in
        lieu of
        foreclosure, (c) compromise or adjust any Other Borrower Obligation or any
        part
        thereof or make any other accommodation with any Other Borrower, or (d) exercise
        any other remedy against any Other Borrower or any security. No such action
        by
        the Administrative Agent shall release or limit the liability of any Individual
        Borrower, who shall remain liable for its obligations under this Agreement
        and
        the other Loan Documents after the action, even if the affect of the action
        is
        to deprive such Individual Borrower of any subrogation rights, rights of
        indemnity, or other rights to collect reimbursement from any Other Borrower
        for
        any sums paid to or collected by the Administrative Agent from such Individual
        Borrower, whether contractual or arising by operation of law or otherwise.
        Such
        Individual Borrower expressly agrees that under no circumstances shall it
        be
        deemed to have any right, title, interest or claim in or to any real or personal
        property held by the Administrative Agent or any third party after any
        foreclosure or transfer in lieu of foreclosure of any security for any Other
        Borrower Obligation.

       

      (2) Regardless
        of whether Individual Borrower may have made any payments to the Administrative
        Agent or any Lender, Individual Borrower hereby waives (except as may be
        set
        forth in that certain Contribution Agreement, dated as of the date hereof,
        entered into among 3161, PS2 and PS5): (a) all rights of subrogation,
        indemnification, contribution and any other rights to collect reimbursement
        from
        any Other Borrower or any other party for any sums paid to the Administrative
        Agent or any Lender, whether contractual or arising by operation of law
        (including, without limitation, under Sections 2847 or 2848 of the California
        Civil code, under any provisions of the United States Bankruptcy Code, or
        any
        successor or similar statutes) or otherwise, (b) all rights to enforce any
        remedy that the Administrative Agent or any Lender may have against any Other
        Borrower, and (c) all rights to participate in any security now or later
        to be
        held by the Administrative Agent for any Other Borrower Obligation. Such
        Individual Borrower further agrees that, to the extent the waiver or agreement
        to withhold the exercise of its 

       


      
        
           

          
          

        

        
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      rights
        of
        subrogation, reimbursement, indemnification and contribution as set forth
        herein
        is found by a court of competent jurisdiction to be void of voidable for
        any
        reason, any rights of subrogation, reimbursement, contribution and
        indemnification such Individual Borrower may have against any Other Borrower
        of
        against any collateral or security, shall be junior and subordinate to any
        rights that the Administrative Agent or any Lender may have against each
        Other
        Borrower, and to all right, title and interest the Administrative Agent may
        have
        in any such collateral or security. If any amount shall be paid to such
        Individual Borrower on account of any such subrogation, reimbursement,
        contribution or indemnification rights at any time when all Other Borrower
        Obligations have not been paid in full indefeasibly and irrevocably, such
        amount
        shall be held in trust for the Administrative Agent for the benefit of the
        Lenders and shall forthwith be paid over to the Administrative Agent to be
        credited and applied against the Other Borrower Obligations, whether matured
        or
        unmatured, in accordance with the terms of this Agreement and the other Loan
        Documents. The waivers given in this Section
        16.4(2)
        shall be
        effective until all Other Borrower Obligation have indefeasibly and irrevocably
        been paid and performed in full.

       

      (3) Individual
        Borrowers waives any rights and defenses that are or may become available
        to
        Individual Borrower by reason of Sections 2878 to 2855, inclusive, of the
        California Civil Code.

       

      (4) Individual
        Borrower waives all rights and defenses that Individual Borrower may have
        because the Other Borrower Obligations are secured by real property; this
        means,
        among other things: 

       

      (a) The
        Administrative Agent and the Lenders may collect from such Individual Borrower
        without first foreclosing on any real or personal property collateral pledged
        by
        any Other Borrower; and 

       

      (b) If
        the
        Administrative Agent or the Lenders foreclose on any real property collateral
        pledged by any Other Borrower: 

       

      (iii) The
        amount of the obligations for which such Individual Borrower is liable or
        for
        which its property is security may be reduced only by the price for which
        that
        real property collateral pledged by such Other Borrower is sold at the
        foreclosure sale, even if the collateral is worth more than the sale price;
        and


       

      (iv) The
        Administrative Agent and the Lenders may collect from such Individual Borrower
        even if the Administrative Agent, by foreclosing on the real property collateral
        pledged by such Other Borrower, has destroyed any right such Individual Borrower
        may have to collect from any Other Borrower. 

       

      (v) This
        is
        an unconditional and irrevocable waiver of any rights and defenses such
        Individual Borrower may have because the Other Borrower Obligations are secured
        by real property. These rights and defenses include, but are not limited
        to, any
        rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California
        Code of Civil Procedure. Such Individual Borrower specifically waives any
        right
        to a fair value hearing, and any and all other rights it may have under Section
        580a of the California Code of Civil Procedure. 

       

       


      
        
           

          
          

        

        
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      (5) Such
        Individual Borrower waives all rights and defenses arising out of an election
        of
        remedies by the Administrative Agent and the Lenders, even though that election
        of remedies, such as a nonjudicial foreclosure with respect to security for
        the
        Other Borrower Obligations, has destroyed such Individual Borrower’s rights of
        subrogation and reimbursement against the principal by the operation of Section
        580d of the California Code of Civil Procedure or otherwise. 

       

      (6) Such
        Individual Borrower waives all rights and defenses which might otherwise
        be
        available to such Individual Borrower under any guarantor, suretyship or
        other
        defenses under any law of the State of California, including, without
        limitation, California Civil Code Sections 2787 to 2855, inclusive, 2899
        and
        3433, and California Code of Civil Procedure Section 359.5. 

       

      Section 16.5 Revival
        and Reinstatement.
        Insofar
        as any Other Borrower Obligation represents an obligation of any Other Borrower
        (but not insofar as it represents an obligation of the applicable Individual
        Borrower) and without limiting any other rights or remedies of the
        Administrative Agent or any Lender on account of the obligations of such
        Individual Borrower under this Agreement or the other Loan Documents, if
        the
        Administrative Agent is required to pay, return or restore to any Other Borrower
        or any other person any amounts previously paid on the Other Borrower Obligation
        because of any Insolvency Proceeding of any Other Borrower, any stop notice
        or
        any other reason, the obligations of each Individual Borrower shall be
        reinstated and reviewed and the rights of the Administrative Agent shall
        continue with regard to such amounts, all as though they had never been
        paid.

       

      Section 16.6 Borrower's
        Financial Condition.
        Each
        Individual Borrower assumes full responsibility for keeping informed of each
        Other Borrower's financial condition and business operations and all other
        circumstances affecting such Other Borrower's ability to pay and perform
        is
        obligations to the Administrative Agent and the Lenders, and agrees that
        neither
        the Administrative Agent nor any Lender shall have any duty to disclose to
        such
        Individual Borrower any information which the Administrative Agent or any
        Lender
        may receive about such Other Borrower's financial condition, business
        operations, or any other circumstances bearing on its ability to
        perform.

       

      


       

      [Signature
        Pages Follow]

       


      
        
           

          
          

        

        
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      EXECUTED
        as of
        the date first written above.

       

      
        	
                LENDER:

                 

              	
                EUROHYPO AG,
                  NEW YORK BRANCH

                 

                 

                 

                 

                By:
                  

                Name:
                  _________________________________

                 

                Title:
                  _________________________________

                 

                 

                By:
                  

                Name:
                  _________________________________

                 

                Title:
                  _________________________________

                 

                Address
                  for Notices to Eurohypo AG, New York Branch:

                Eurohypo AG,
                  New York Branch

                1114
                  Avenue of the Americas, 29th Floor

                New York,
                  New York 10036

                Attention:
                  Legal Director

                Telecopier
                  No.: 866-267-7680

                 

                With
                  copies to:

                 

                Eurohypo AG,
                  New York Branch

                1114
                  Avenue of the Americas, 29th Floor

                New York,
                  New York 10036

                Attention:
                  Head of Portfolio Operations

                Telecopier
                  No.: 866-267-7680

                 

                -
                  and -

                 

                Morrison &
                  Foerster llp

                555
                  West Fifth Street, Suite 3500

                Los Angeles,
                  California 90013

                Attention:
                  Thomas R. Fileti, Esq.

                Telecopier
                  No.: (213) 892-5454

                 

              


      

      [Complete
        for each other Lender.]