<PAGE>   1
                                                                   EXHIBIT 10.45


             -------------------------------------------------------
             -------------------------------------------------------

                           SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT

                                      AMONG

                        ARDEN REALTY LIMITED PARTNERSHIP,
                         A MARYLAND LIMITED PARTNERSHIP,
                                  AS BORROWER,

                                       AND

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                       COMMERZBANK AG, NEW YORK BRANCH AND
                     GRAND CAYMAN BRANCH, DRESDNER BANK AG,
                    NEW YORK BRANCH AND GRAND CAYMAN BRANCH,
                 FLEET NATIONAL BANK, FIRST UNION NATIONAL BANK,
                  LEHMAN COMMERCIAL PAPER INC., BANK ONE, N.A.,
                THE CHASE MANHATTAN BANK, BANKERS TRUST COMPANY,
                       AND PNC BANK, NATIONAL ASSOCIATION,
                          TOGETHER WITH THOSE ASSIGNEES
                        BECOMING PARTIES HERETO PURSUANT
                          TO SECTION 11.20, AS LENDERS,

                          LEHMAN COMMERCIAL PAPER INC.,
                              AS SYNDICATION AGENT,
                              LEHMAN BROTHERS INC.,
                               AS CO-LEAD ARRANGER
                               AND BANK ONE, N.A.,
                             AS DOCUMENTATION AGENT

                                       AND

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                  AS ADMINISTRATIVE AGENT AND CO-LEAD ARRANGER

                             Dated as of May 2, 2000

             -------------------------------------------------------
             -------------------------------------------------------

<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>

ARTICLE 1         DEFINITIONS                                                             1

  1.1   Certain Defined Terms                                                             1
  1.2   Computation of Time Periods                                                      30
  1.3   Terms                                                                            30

  ARTICLE 2       ADVANCES                                                               31

  2.1   Loan Advances and Repayment                                                      31
  2.2   Authorization to Obtain Advances                                                 39
  2.3   Lenders' Accounting                                                              40
  2.4   Interest on the Advances                                                         40
  2.5   Fees                                                                             45
  2.6   Payments                                                                         46
  2.7   Notice of Increased Costs                                                        47
  2.8   Voluntary Termination or Reduction of Commitment                                 47
  2.9   Optional Increase to the Commitment                                              48

  ARTICLE 3       CONDITIONS TO ADVANCES                                                 49

  3.1   Conditions to Initial Advances                                                   49
  3.2   Conditions Precedent to All Advances                                             50

  ARTICLE 4       REPRESENTATIONS AND WARRANTIES                                         52

  4.1   Representations and Warranties as to Borrower, Etc.                              52
  4.2   Representations and Warranties as to the REIT                                    57

  ARTICLE 5       REPORTING COVENANTS                                                    60

  5.1   Financial Statements and Other Financial and Operating Information               60
  5.2   Environmental Notices                                                            65
  5.3   Confidentiality                                                                  66
  5.4   Annual Evidence of Insurance                                                     66
</TABLE>



                                       i
<PAGE>   3

<TABLE>
<S>                                                                                     <C>
  ARTICLE 6       AFFIRMATIVE COVENANTS                                                  67

  6.1   With Respect to Borrower                                                         67
  6.2   With Respect to the REIT                                                         69

  ARTICLE 7       NEGATIVE COVENANTS                                                     70

  7.1   With Respect to all Parties                                                      71
  7.2   Amendment of Constituent Documents                                               72
  7.3   REIT Directors                                                                   72
  7.4   Management                                                                       73
  7.5   Margin Regulations                                                               73
  7.6   Organization of Borrower, Etc.                                                   73
  7.7   With Respect to the REIT                                                         73

  ARTICLE 8       FINANCIAL COVENANTS                                                    73

  8.1   Tangible Net Worth                                                               74
  8.2   Maximum Total Liabilities to Gross Asset Value                                   74
  8.3   Minimum Interest Coverage Ratio                                                  74
  8.4   Minimum Fixed Charge Coverage Ratio                                              74
  8.5   Minimum Unencumbered Pool                                                        74
  8.6   Minimum Unsecured Interest Expense Coverage                                      74
  8.7   Distributions                                                                    74
  8.8   Investments; Asset Mix                                                           75
  8.9   Secured Debt                                                                     76

  ARTICLE 9       EVENTS OF DEFAULT; RIGHTS AND REMEDIES                                 76

  9.1   Events of Default                                                                76
  9.2   Rights and Remedies                                                              79
  9.3   Rescission                                                                       80

  ARTICLE 10      AGENCY PROVISIONS                                                      81

  10.1  Appointment                                                                      81
  10.2  Nature of Duties                                                                 81
  10.3  Disbursements of Advances                                                        82
  10.4  Distribution and Apportionment of Payments                                       82
  10.5  Rights, Exculpation, Etc.                                                        84
  10.6  Reliance                                                                         84
  10.7  Indemnification                                                                  84
</TABLE>



                                       ii
<PAGE>   4

<TABLE>
<S>                                                                                     <C>
  10.8  Administrative Agent Individually                                                85
  10.9  Successor Administrative Agent; Resignation of Administrative Agent;
        Removal of Administrative Agent                                                  85
  10.10 Consent and Approvals                                                            86
  10.11 Certain Agency Provisions Relating to Enforcement                                87
  10.12 Ratable Sharing                                                                  88
  10.13 Delivery of Documents                                                            88
  10.14 Notice of Events of Default                                                      89
  10.15 Syndication Agent and Documentation Agent                                        89

  ARTICLE 11      MISCELLANEOUS                                                          89

  11.1  Expenses                                                                         89
  11.2  Indemnity                                                                        90
  11.3  Change in Accounting Principles and "Funds from Operations" Definition           90
  11.4  Amendments and Waivers                                                           91
  11.5  Independence of Covenants                                                        93
  11.6  Notices and Delivery                                                             93
  11.7  Survival of Warranties, Indemnities and Agreements                               93
  11.8  Failure or Indulgence Not Waiver; Remedies Cumulative                            93
  11.9  Payments Set Aside                                                               93
  11.10 Severability                                                                     94
  11.11 Headings                                                                         94
  11.12 Governing Law; Waiver                                                            94
  11.13 Limitation of Liability                                                          94
  11.14 Successors and Assigns                                                           94
  11.15 Consent to Jurisdiction and Service of Process; Waiver of Jury Trial             95
  11.16 Counterparts; Effectiveness; Inconsistencies                                     95
  11.17 Performance of Obligations                                                       96
  11.18 Construction                                                                     96
  11.19 Entire Agreement                                                                 96
  11.20 Assignments and Participations                                                   96
</TABLE>



                                      iii
<PAGE>   5

                         LIST OF EXHIBITS AND SCHEDULES
Exhibits:

A       -        Form of Assignment and Assumption Agreement
B-1     -        Form of Bid Advance Note
B-2     -        Form of Competitive Bid Request
B-3     -        Form of Competitive Bid
C       -        Form of Compliance Certificate
D       -        Form of Fixed Rate Notice
E       -        Form of Guaranty
F       -        Form of Note
G       -        Form of Notice of Borrowing
H-1     -        Form of REIT Solvency Certificate
H-2     -        Form of Borrower Solvency Certificate

Schedules:

1.1     -        Pro Rata Shares of Lenders
2.1(f)  -        Adjusting Purchase Payments
2.2     -        Employees Authorized to Sign Notices of Borrowing
4.1(c)  -        Ownership of Borrower
4.1(j)  -        List of Litigation
4.1(s)  -        Environmental Matters
4.1(v)  -        Management Agreements
4.2(l)  -        Benefit Plans
8.5     -        List of Unencumbered Assets



                                       iv
<PAGE>   6

                           SECOND AMENDED AND RESTATED

                           REVOLVING CREDIT AGREEMENT

               THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT,
dated as of May 2, 2000 (as amended, supplemented or modified from time to time,
this "Agreement"), is made and entered into by and among ARDEN REALTY LIMITED
PARTNERSHIP, a Maryland limited partnership ("Borrower"), each of the Lenders,
as hereinafter defined, LEHMAN COMMERCIAL PAPER INC. ("Lehman CP"), as
Syndication Agent, LEHMAN BROTHERS INC. ("LBI"), as Co-Lead Arranger, BANK ONE,
N.A. ("Bank One"), as Documentation Agent, and WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Wells Fargo"), as Administrative Agent and Co-Lead Arranger.

                                    RECITALS

               (a) Pursuant to the Original Credit Agreement, the Original
Lenders made the Original Loan to Borrower.

               (b) Effective as of the Closing Date, KeyBank National
Association, Lehman Brothers Realty Corporation, The First National Bank of
Chicago, Signet Bank and Manufacturers Bank will no longer be Lenders and Bank
One, First Union National Bank and Lehman CP will become Lenders. Bank One is
the successor by merger to The First National Bank of Chicago and First Union
National Bank is the successor by merger to Signet Bank.

               (c) Borrower, the Lenders and Administrative Agent desire to
amend and restate the Original Credit Agreement and certain of the Original Loan
Documents, all as more particularly set forth below.

               NOW, THEREFORE, Borrower, the Lenders and Administrative Agent do
hereby amend and restate the Original Credit Agreement as follows:

                                    ARTICLE 1

                                   DEFINITIONS

               1.1 Certain Defined Terms. The following terms used in this
Agreement shall have the following meanings (such meanings to be applicable,
except to the extent otherwise indicated in a definition of a particular term,
both to the singular and the plural forms of the terms defined):

               "Absolute Rate" means the fixed rate at which a Lender offers to
make an Absolute Rate Bid Advance to Borrower in response to a Competitive Bid
Request.



                                       1
<PAGE>   7

               "Absolute Rate Auction" means the submission by one or more of
the Lenders of Competitive Bids for Absolute Rate Bid Advances pursuant to
Section 2.1A(c)(iii).

               "Absolute Rate Bid Advances" means Bid Advances made on the basis
of an Absolute Rate.

               "Accountants" means any (i) "big five" accounting firm or (ii)
another firm of certified public accountants of recognized national standing
selected by Borrower and acceptable to Administrative Agent.

               "Acquisition Price" means the aggregate purchase price for an
asset, including bona fide purchase money financing provided by the seller and
all other Indebtedness encumbering such asset at the time of acquisition.

               "Administrative Agent" means Wells Fargo in its capacity as
administrative agent for the Lenders under this Agreement, and any successor
administrative agent appointed pursuant hereto.

               "Advance" means any advance made or to be made to Borrower
pursuant to Article 2, and includes each Base Rate Advance, each LIBOR Advance
and each Bid Advance.

               "Affiliates" as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means (a) the possession, directly or
indirectly, of the power to vote ten percent (10%) or more of the Securities
having voting power for the election of directors of such Person or otherwise to
direct or cause the direction of the management and policies of that Person,
whether through the ownership of voting Securities or by contract or otherwise,
or (b) the ownership of ten percent (10%) or more of the outstanding general
partnership or other ownership interests of such Person.

               "Applicable Facility Fee Rate" means, for each Fiscal Quarter in
respect of which Borrower is required to pay the Facility Fee pursuant to
Section 2.5(b), the rate set forth below (expressed in basis points per annum)
opposite the Applicable Pricing Level as of the last day of such Fiscal Quarter:

<TABLE>
<CAPTION>
                Applicable                                    Applicable
               Pricing Level                              Facility Fee Rate
               -------------                              -----------------
<S>                                                       <C>
                      I                                            20.00
                      II                                           20.00
</TABLE>



                                       2
<PAGE>   8

<TABLE>
<S>                                                       <C>
                      III                                          25.00
                      IV                                           40.00
</TABLE>

               "Applicable LIBOR Rate Margin" means, for each Pricing Period,
the interest rate margin set forth below (expressed in basis points per annum)
opposite the Applicable Pricing Level for that Pricing Period:

<TABLE>
<CAPTION>
                Applicable
               Pricing Level                              Margin
               -------------                              ------
<S>                                                       <C>
                      I                                    95.00
                      II                                  105.00
                      III                                 115.00
                      IV                                  140.00
</TABLE>

               "Applicable Pricing Level" means (a) for the First Pricing
Period, Pricing Level III and (b) for each Pricing Period thereafter, the
pricing level set forth below, as applicable, either (i) if Borrower did not
deliver a Rating Notice to Administrative Agent as required by Section 6.1(k),
below, Level IV, or (ii) if Administrative Agent did receive a Rating Notice,
the Pricing Level opposite Borrower's Long-Term Unsecured Senior Debt Rating as
of the date of Administrative Agent's receipt of such Rating Notice as
determined by Administrative Agent:

<TABLE>
<CAPTION>
                                            Borrower's Long-Term
               Pricing Level                Unsecured Senior Debt Rating
               -------------                ----------------------------
<S>                                         <C>
                      I                     Equal to or higher than BBB+/Baa1
                      II                    BBB/Baa2
                      III                   BBB-/Baa3
                      IV                    Lower than BBB-/Baa3 or No Rating
</TABLE>

"Borrower's Long-Term Unsecured Senior Debt Rating" means either: (i) the lower
of such rating as set by Standard & Poor's and as set by any one of Moody's
Investors Service, Inc., Duff and Phelps, Fitch Investors Service, Inc. or
another nationally-recognized rating agency acceptable to Administrative Agent;
or (ii) if Borrower receives more than two ratings of its long-term unsecured
senior Debt that are not equivalent, the average of the two lowest such ratings
(or if such two lowest ratings cannot be averaged, the lower of such two lowest
ratings), provided that at least one of such ratings is from either Moody's
Investors Service, Inc. or Standard & Poor's.

               "Assignment and Assumption" means an Assignment and Assumption
Agreement in the form of Exhibit A hereto (with blanks appropriately filled in)



                                       3
<PAGE>   9

delivered to Administrative Agent in connection with each assignment of a
Lender's interest under this Agreement pursuant to Section 11.20.

               "Base Rate" means, on any day, the higher of (a) the rate of
interest per annum established from time to time by Administrative Agent at its
principal office in San Francisco, California, and designated as its prime rate
as in effect on such day and (b) the Federal Funds Rate in effect on such day
plus one-half of one percent (0.5%) per annum.

               "Base Rate Advance" means an Advance bearing interest at the Base
Rate.

               "Benefit Plan" means any employee pension benefit plan as defined
in Section 3(2) of ERISA (other than a Multiemployer Plan) in respect of which a
Person or an ERISA Affiliate is, or within the immediately preceding five (5)
years was, an "employer" as defined in Section 3(5) of ERISA.

               "Bid Advance" means an Advance by a Lender pursuant to the Bid
Facility, which may be either an Absolute Rate Bid Advance or a Fixed Rate Bid
Advance.

               "Bid Advance Limit" means the lesser of (i) One Hundred
Thirty-Seven Million Five Hundred Thousand Dollars ($137,500,000) or (ii) fifty
percent (50%) of the Commitment.

               "Bid Advance Note" means a promissory note made by Borrower
payable to the order of any Lender, in the amount of the lesser of (i) the Bid
Advance Limit or (ii) the aggregate amount of the Bid Advances from time to time
outstanding to such Lender, which note is substantially in the form of Exhibit
B-1, as amended from time to time.

               "Bid Facility" means the credit facility for the requesting and
making of Bid Advances described in Section 2.1A.

               "Borrower" means Arden Realty Limited Partnership, a Maryland
limited partnership.

               "Business Day" means (a) with respect to any Advance, payment or
rate determination of LIBOR Advances, a day, other than a Saturday or Sunday, on
which Administrative Agent is open for business in San Francisco and on which
dealings in Dollars are carried on in the London interbank market, and (b) for
all other purposes any day excluding Saturday, Sunday and any day which is a
legal holiday under the laws of the State of California, or is a day on which
banking institutions located in California are required or authorized by law or
other governmental action to close.



                                       4
<PAGE>   10

               "Capital Lease" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) by that Person as lessee which, in
conformity with GAAP, is or should be accounted for as a capital lease on the
balance sheet of that Person.

               "Capital Lease Obligations" means all monetary obligations of a
Person under any Capital Lease.

               "Capitalized Loan Fees" means, with respect to the REIT and any
Consolidated Entity, and with respect to any period, (a) any up-front, closing
or similar fees paid by such Person in connection with the incurring or
refinancing of Indebtedness during such period and (b) all other costs incurred
in connection with the incurring or refinancing of Indebtedness during such
period, including, without limitation, appraisal fees paid to lenders, costs and
expenses incurred in connection with Swap Agreements, phase 1 environmental
report review fees paid to lenders and legal fees, in each of the foregoing
cases, that are capitalized on the balance sheet of such Person and amortized
over the term of such Indebtedness.

               "Capital Stock" means, with respect to any Person, all (i)
shares, interests, participations or other equivalents (howsoever designated) of
capital stock or partnership or other equity interests of such Person and (ii)
rights (other than debt securities convertible into capital stock or other
equity interests), warrants or options to acquire any such capital stock or
partnership or other equity interests of such Person. The term "Capital Stock"
includes the Partnership Units of Borrower.

               "Carryover Principal Balance" means $243,350,000, which is the
outstanding principal balance of the Original Loan as of the date of this
Agreement.

               "Cash" means, when used in connection with any Person, all
monetary and nonmonetary items owned by that Person that are treated as cash in
accordance with GAAP, consistently applied. "Cash" shall not include tenant
deposits.

               "Cash Equivalents" means (a) marketable direct obligations issued
or unconditionally guaranteed by the United States Government or issued by an
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one (1) year after the date of acquisition thereof;
(b) marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within ninety (90) days after the date of
acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from any two of Standard & Poor's, Moody's Investors
Service, Inc., Duff and Phelps, or Fitch Investors Service, Inc. (or, if at any
time no two of the foregoing shall be rating such obligations, then from such
other nationally recognized rating services as may be acceptable to
Administrative Agent) and not listed for possible down-grade in Credit Watch
published by



                                       5
<PAGE>   11

Standard & Poor's; (c) commercial paper, other than commercial paper issued by
Borrower or any of its Affiliates, maturing no more than ninety (90) days after
the date of creation thereof and, at the time of acquisition, having a rating of
at least A-1 or P-1 from either Standard & Poor's, or Moody's Investors Service,
Inc. or, if at any time neither Standard & Poor's, nor Moody's Investors
Service, Inc. shall be rating such obligations, then the highest rating from
such other nationally recognized rating services as may be acceptable to
Administrative Agent); and (d) domestic and Eurodollar certificates of deposit
or time deposits or bankers' acceptances maturing within ninety (90) days after
the date of acquisition thereof, overnight securities repurchase agreements, or
reverse repurchase agreements secured by any of the foregoing types of
securities or debt instruments issued, in each case, by any commercial bank
organized under the laws of the United States of America or any state thereof or
the District of Columbia or Canada which at the time of acquisition (A) has (or,
in the case of a bank which is a subsidiary, such bank's parent has) a rating of
its senior unsecured debt obligations of not less than Baa-2 by Moody's
Investors Service, Inc. or a comparable rating by a rating agency acceptable to
Administrative Agent and (B) has total assets in excess of Ten Billion Dollars
($10,000,000,000).

               "City National Bank Loan" means revolving loans made by City
National Bank to Borrower in an aggregate committed principal amount which shall
not exceed $10,000,000 pursuant to the terms of that certain Loan Agreement
dated March 12, 1997 between Borrower and City National Bank, as amended through
the date of this Agreement.

               "Closing Date" means the date on which the applicable conditions
contained in Sections 3.1 and 3.2 are satisfied or waived. Within five (5)
Business Days of the occurrence thereof, Administrative Agent shall deliver
written notice to Borrower and the Lenders confirming the date on which the
Closing Date occurred.

               "CMBS Entities" means, collectively, Arden Realty Finance, Inc.,
a California corporation, which is a wholly-owned subsidiary corporation of the
REIT, Arden Realty Finance Partnership, L.P., a California limited partnership,
with respect to which limited partnership Arden Realty Finance, Inc., is the
sole general partner and Borrower is a limited partner, Arden Realty Finance II,
Inc., a Maryland corporation, which is a wholly-owned subsidiary corporation of
the REIT, Arden Realty Finance III LLC, a Delaware limited liability company,
which is wholly owned by Borrower, Arden Realty Finance IV LLC, a Delaware
limited liability company, which is wholly owned by Borrower, Activity Business
Center Limited Partnership, a Delaware limited partnership, with respect to
which limited partnership Arden Realty Finance II, Inc., is the sole general
partner and Borrower is the sole limited partner, 145 South Fairfax, LLC, a
California limited liability company, which is wholly owned by Borrower, Arden
Realty Finance V LLC, a Delaware limited liability company, which is wholly
owned by Borrower, Westwood Center Limited Partnership, a California limited



                                       6
<PAGE>   12

partnership, with respect to which limited partnership Borrower is the sole
general partner, and Arden Realty Finance VI LLC, a Delaware limited liability
company, which is wholly owned by Borrower.

               "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

               "Commission" means the Securities and Exchange Commission.

               "Commitment" means, subject to Sections 2.7, 2.8 and 2.9,
$275,000,000. As of the Closing Date, the respective Pro Rata Shares of the
Lenders with respect to the Commitment are set forth in Schedule 1.1.

               "Competitive Bid" means an offer by a Lender to make a Bid
Advance in response to a Competitive Bid Request, substantially in the form of
Exhibit B-3.

               "Competitive Bid Request" means a notice, in substantially the
form of Exhibit B-2, requesting that the Lenders submit Competitive Bids.

               "Compliance Certificate" means a certificate in the form of
Exhibit C hereto delivered to Administrative Agent by Borrower pursuant to
Section 5.1(d) or other provision of this Agreement and covering compliance with
the covenants contained in Section 7.3 and Article 8.

               "Consolidated Entity" means, collectively, (i) Borrower and (ii)
any other Person the accounts of which are consolidated with those of the REIT
in the consolidated financial statements of the REIT in accordance with GAAP.

               "Construction in Progress" means land on which Borrower has
commenced, and is diligently proceeding with, the construction of an Office
Property. If, after Borrower has commenced the construction of an Office
Property, such construction ceases for 45 or more consecutive days, such land
shall cease to be Construction in Progress and shall become Land until Borrower
starts construction of the Office Property again.

               "Contaminant" means any pollutant (as that term is defined in 42
U.S.C. 9601(33)) or toxic pollutant (as that term is defined in 33 U.S.C.
1362(13)), hazardous substance (as that term is defined in 42 U.S.C. 9601(14)),
hazardous chemical (as that term is defined by 29 CFR Section 1910.1200(c)),
toxic substance, hazardous waste (as that term is defined in 42 U.S.C. 6903(5)),
radioactive material, special waste, petroleum (including crude oil or any
petroleum-derived substance, waste, or breakdown or decomposition product
thereof), any constituent of any such substance or waste, including, but not
limited to, polychlorinated biphenyls and asbestos, or any other substance or
waste deleterious to the environment the release, disposal or



                                       7
<PAGE>   13

remediation of which is now or at any time becomes subject to regulation under
any Environmental Law.

               "Contractual Obligation" as applied to any Person, means any
provision of any Securities issued by that Person or any indenture, mortgage,
deed of trust, lease, contract, undertaking, document or instrument to which
that Person is a party or by which it or any of its properties is bound, or to
which it or any of its properties is subject (including, without limitation, any
restrictive covenant affecting such Person or any of its properties).

               "Contribution Agreement" means (i) that certain Contribution
Agreement made as of October 9, 1996, by and among Richard S. Ziman, an
individual, Montour Realty Associates, a California general partnership,
Metropolitan Falls Partners, a California general partnership, Intercity
Building Associates, a California general partnership, Victor J. Coleman, an
individual, Coleman Enterprises, Inc., a California corporation, Ziman Realty
Partners, a California general partnership, Broad Base Investments II, LLC, a
Nevada limited liability company, Michele Byer, individually and as trustee of
the Michele Byer Trust, a revocable inter vivos trust dated September 20, 1996,
Anaheim Properties LLC, a California limited liability company, Arden Century
Associates, a California general partnership, Arden Sawtelle Associates, a
California general partnership, the REIT and Borrower and (ii) any other
agreement between Borrower and a CMBS Entity providing for contribution by
Borrower of certain contributions it receives from its limited partners with
respect to Debt of the CMBS Entity and on substantially similar terms as the
Contribution Agreement described in the foregoing clause (i). Borrower shall
deliver to Administrative Agent a copy of each Contribution Agreement entered
into after the date of this Agreement.

               "Court Order" means any judgment, writ, injunction, decree, rule
or regulation of any court or Governmental Authority binding upon the Person in
question.

               "Debt" means, with respect to any Person, without duplication,
the principal amount of (a) its liabilities for borrowed money, (b) its
liabilities for the deferred purchase price of property acquired by such Person
(excluding accounts payable in the ordinary course of business, but including,
without limitation, all liabilities created or arising under any conditional
sale or other title retention agreement with respect to any property), (c) its
Capitalized Lease Obligations, (d) any liabilities for borrowed money secured by
a Lien with respect to any property owned by such Person (whether or not it is
assumed by such Person or such Person otherwise becomes liable for such
liabilities), (e) all liabilities with respect to any unreimbursed draws on
letters of credit and (f) any guaranty of such Person with respect to any of the
foregoing.



                                       8
<PAGE>   14

               "Debt Service" means, for any period, Interest Expense for such
period plus scheduled principal amortization (excluding any balloon or bullet
payment due at maturity) for such period on all Debt of the REIT and the
Consolidated Entities and on the REIT's and each Consolidated Entity's pro rata
share of all Debt of each Unconsolidated Joint Venture. For purposes of the
foregoing definition, the REIT's and such Consolidated Entity's pro rata share
of such Debt shall be deemed to be equal to the product of (i) such Debt,
multiplied by (ii) the percentage of the total outstanding Capital Stock of such
Unconsolidated Joint Venture held by the REIT or such Consolidated Entity,
expressed as a decimal. For purposes of the preceding sentence, the term
"Capital Stock" shall not include the interests described in clause (ii) of the
definition of "Capital Stock".

               "Defaulting Lender" means any Lender which fails or refuses to
perform its obligations under this Agreement within the time period specified
for performance of such obligation or, if no time frame is specified, if such
failure or refusal continues for a period of five (5) Business Days after notice
from Administrative Agent.

               "Depreciation and Amortization Expense" means (without
duplication), for any period, the sum for such period of (i) total depreciation
and amortization expense, whether paid or accrued, of the REIT and the
Consolidated Entities, plus (ii) the REIT's and each Consolidated Entity's pro
rata share of depreciation and amortization expenses of Unconsolidated Joint
Ventures. For purposes of this definition, the REIT's and such Consolidated
Entity's pro rata share of depreciation and amortization expense of any
Unconsolidated Joint Venture shall be deemed equal to the product of (i) the
depreciation and amortization expense of such Unconsolidated Joint Venture,
multiplied by (ii) the percentage of the total outstanding Capital Stock of such
Unconsolidated Joint Venture held by the REIT or such Consolidated Entity,
expressed as a decimal. For purposes of the preceding sentence, the term
"Capital Stock" shall not include the interests described in clause (ii) of the
definition of "Capital Stock".

               "Designated Market" means, with respect to any LIBOR Advance, the
London interbank LIBOR market or such other interbank LIBOR market as may be
designated in writing from time to time by the Requisite Lenders.

               "Disqualified Stock" means any capital stock, warrants, options
or other rights to acquire capital stock (but excluding any debt security which
is convertible, or exchangeable, for capital stock), which, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable prior to the Maturity Date, pursuant to a sinking fund obligation or
otherwise, or is or may be redeemable at the option of the holder thereof, in
whole or in part, prior to the Maturity Date. Borrower's Partnership Units shall
not be considered Disqualified Stock.



                                       9
<PAGE>   15

               "Documentation Agent" means Bank One, or such other Lender as is
hereafter designated in writing by the Administrative Agent to serve as
Documentation Agent hereunder (subject to Section 10.15 hereof).

               "DOL" means the United States Department of Labor and any
successor department or agency.

               "Dollars" and "$" means the lawful money of the United States of
America.

               "EBITDA" means, for any period, Net Income, plus (without
duplication) (a) Interest Expense, (b) Tax Expense, (c) Depreciation and
Amortization Expense and (d) cash dividends and distributions actually received
by the REIT or any Consolidated Entity from any Unconsolidated Joint Venture, in
each case for such period.

               "Environmental Laws" has the meaning set forth in Section 4.1(s).

               "Environmental Lien" means a Lien in favor of any Governmental
Authority for (a) any liability under Environmental Laws, or (b) damages arising
from, or costs incurred by such Governmental Authority in response to, a Release
or threatened Release of a Contaminant into the environment.

               "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor statute.

               "ERISA Affiliate" means, with respect to any Person, any (a)
corporation which is, becomes, or is deemed to be a member of the same
controlled group of corporations (within the meaning of Section 414(b) of the
Code) as such Person, (b) partnership, trade or business (whether or not
incorporated) which is, becomes or is deemed to be under common control (within
the meaning of Section 414(c) of the Code) with such Person, (c) solely for
purposes of potential liability under Section 302(c)(11) of ERISA and Section
412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and
Section 412(n) of the Code, Person which is, becomes or is deemed to be a member
of the same "affiliated service group" (as defined in Section 414(m) of the
Code) as such Person, or (d) solely for purposes of potential liability under
Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the lien
created under Section 302(f) of ERISA and Section 412(n) of the Code, other
organization or arrangement described in Section 414(o) of the Code which is,
becomes or is deemed to be required to be aggregated pursuant to regulations
issued under Section 414(o) of the Code with such Person pursuant to Section
414(o) of the Code.

               "Event of Default" means any of the occurrences so defined in
Article 9.



                                       10
<PAGE>   16

               "Facility Fee" has the meaning set forth in Section 2.5(b).

               "FDIC" means the Federal Deposit Insurance Corporation or any
successor thereto.

               "Federal Funds Rate" means, as of any date of determination, the
rate set forth in the weekly statistical release designated as H.15(519), or any
successor publication, published by the Federal Reserve Board of New York
(including any such successor, "H.15(519)") for such date opposite the caption
"Federal Funds (Effective)". If on any relevant date the appropriate rate for
such date is not yet published in H.15(519), the rate for such date will be the
arithmetic mean of the rates for the last transaction in overnight Federal funds
arranged prior to 9:00 a.m. (New York City time) on that date by each of three
leading brokers of Federal Funds transactions in New York City selected by
Administrative Agent. For purposes of this Agreement, any change in the Base
Rate due to a change in the Federal Funds Rate shall be effective as of the
opening of business on the effective date of such change.

               "Federal Reserve Board" means the Board of Governors of the
Federal Reserve System or any governmental authority succeeding to its
functions.

               "FIRREA" means the Financial Institutions Recovery, Reform and
Enforcement Act of 1989, as amended from time to time.

               "First Pricing Period" means the period commencing on the Closing
Date and ending on (and including) the date occurring three (3) Business Days
after Administrative Agent receives the first Rating Notice from Borrower.

               "Fiscal Quarter" means each three-month period ending on March
31, June 30, September 30 and December 31.

               "Fiscal Year" means the fiscal year of Borrower which shall be
the twelve (12) month period ending on the last day of December in each year.

               "Fixed Charge Coverage Ratio" means, at any time, the ratio of
(i) EBITDA for the Fiscal Quarter then most recently ended, to (ii) the sum of
(a) Fixed Charges for such period and (b) preferred dividend payments for such
period.

               "Fixed Charges" means, for any period, the sum of the amounts for
such period of (i) scheduled payments of principal of Debt of the REIT and the
Consolidated Entities (other than any payment of the entire unpaid balance of
any such Debt at its final maturity or balloon payment, referred to herein as a
"bullet payment"), (ii) the REIT's and each Consolidated Entity's pro rata share
of scheduled payments of principal of Debt of Unconsolidated Joint Ventures
(other than bullet payments) that does not otherwise constitute Debt of and is
not otherwise recourse to the REIT or such Consolidated Entity or their assets,
(iii) Interest Expense, (iv) an amount equal to



                                       11
<PAGE>   17

$0.3125 per quarter, multiplied by the weighted average gross leasable area,
measured in square feet and weighted by acquisition date, of all Real Properties
held by the REIT or any of the Consolidated Entities, (v) the REIT's and each
Consolidated Entity's pro rata share of an amount equal to the product (the
"Clause (v) Product") of $0.3125 per quarter, multiplied by the weighted average
gross leasable area, measured in square feet and weighted by acquisition date,
of all Real Properties held by Unconsolidated Joint Ventures and (vi) Tax
Expense, in each case, at the end of such period. For purposes of clause (ii),
the REIT's and such Consolidated Entity's pro rata share of payments by any
Unconsolidated Joint Venture shall be deemed equal to the product of (a) the
payments made by such Unconsolidated Joint Venture, multiplied by (b) the
percentage of the total outstanding Capital Stock of such Unconsolidated Joint
Venture held by the REIT or such Consolidated Entity, expressed as a decimal.
For purposes of clause (v), the REIT's and such Consolidated Entity's pro rata
share of the Clause (v) Product shall be deemed equal to the product of (a) the
Clause (v) Product, multiplied by (b) the percentage of the total outstanding
Capital Stock of such Unconsolidated Joint Ventures held by the REIT or such
Consolidated Entity, expressed as a decimal. For the purposes of the two
immediately preceding sentences, the term "Capital Stock" shall not include the
interests described in clause (ii) of the definition of "Capital Stock".

               "Fixed Rate Auction" means the submission by one or more of the
Lenders of Competitive Bids for Fixed Rate Bid Advances pursuant to Section
2.1A(c)(iii).

               "Fixed Rate Bid Advances" means Bid Advances made on the basis of
the LIBOR Bid Margin.

               "Fixed Rate Notice" means, with respect to a LIBOR Advance
pursuant to Section 2.1(b), a notice substantially in the form of Exhibit D.

               "Fixed Rate Period" means, with respect to a Bid Advance, the
term of such Bid Advance.

               "Fixed Rate Price Adjustment" has the meaning given to such term
in Section 2.4(j)(iii).

               "Funding Date" means, with respect to any Advance, the date of
the funding of such Advance.

               "Funds from Operations" shall be interpreted consistently with
the NAREIT Definition and, subject to Section 11.3, shall mean, for any period,
net income for such period excluding gains (or losses) from debt restructuring
and sales of Real Property, plus the portion of Depreciation and Amortization
Expenses during such period which is attributable to Real Property, and after
adjustments for



                                       12
<PAGE>   18

Unconsolidated Joint Ventures. (Adjustments for Unconsolidated Joint Ventures
shall be calculated to reflect funds from operations on the same basis.)

               "GAAP" means generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board, or in such other
statements by such other entity as may be in general use by significant segments
of the accounting profession, which are applicable to the circumstances as of
the date of determination.

               "Governmental Authority" means any nation or government, any
federal, state, local, municipal or other political subdivision thereof or any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

               "Gross Asset Value" means, as of the date of determination, the
sum of (without duplication):

               (i) (x) the product of EBITDA of the REIT and the Consolidated
Entities for the fiscal period consisting of the Fiscal Quarter most recently
ended (less EBITDA attributable to Real Property acquired during such Fiscal
Quarter from persons other than Borrower or Affiliates of Borrower), multiplied
by 4, divided by (y) 9.75%;

               (ii) Cash and Cash Equivalents held by the REIT and the
Consolidated Entities on the last day of such most recently ended Fiscal
Quarter; and

               (iii) one hundred percent (100%) of the Acquisition Price for
Real Property acquired by the REIT and the Consolidated Entities (from persons
other than Borrower or Affiliates of Borrower) during such Fiscal Quarter.

               "Guaranty" means a guaranty of payment in the form of Exhibit E.

               "Guaranty Obligation" means, as to any Person, any (a) guarantee
by that Person of Indebtedness of, or other obligation performable by, any other
Person or (b) assurance given by that Person to an obligee of any other Person
with respect to the performance of an obligation by, or the financial condition
of, such other Person, whether direct, indirect or contingent, including any
purchase or repurchase agreement covering such obligation or any collateral
security therefor, any agreement to provide funds (by means of loans, capital
contributions or otherwise) to such other Person, any agreement to support the
solvency or level of any balance sheet item of such other Person or any
"keep-well" or other arrangement of whatever nature given for the purpose of
assuring or holding harmless such obligee against loss with respect to any
obligation of such other Person; provided, however, that the term Guaranty
Obligation



                                       13
<PAGE>   19

shall not include endorsements of instruments for deposit or collection in the
ordinary course of business. The amount of any Guaranty Obligation in respect of
Indebtedness shall be deemed to be an amount equal to the stated or determinable
amount of the related Indebtedness (unless the Guaranty Obligation is limited by
its terms to a lesser amount, in which case to the extent of such amount) or, if
not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the Person in good faith. The amount of any
other Guaranty Obligation shall be deemed to be zero unless and until the amount
thereof has been (or in accordance with Financial Accounting Standards Board
Statement No. 5 should be) quantified and reflected or disclosed in the
consolidated financial statements (or notes thereto) of such Person.

               "Indebtedness" means, as to any Person (without duplication), (a)
all indebtedness, obligations or other liabilities of such Person for borrowed
money, whether or not subordinated and whether with or without recourse beyond
any collateral security, (b) all indebtedness, obligations or other liabilities
of such Person evidenced by Securities or other similar instruments, (c) all
reimbursement obligations and other liabilities of such Person with respect to
letters of credit or banker's acceptances issued for such Person's account, (d)
all obligations of such Person to pay the deferred purchase price of Property or
services, (e) the principal portion of Capital Lease Obligations of such Person
set forth in the financial statements of such Person and, with respect to each
operating lease, including all ground leases to the extent not treated as
Capital Leases, the present value of all rental payments due over the remaining
term of such lease (using a discount rate of 10%), provided, however, that, to
the extent any ground lease payment has been deducted in determining Net Income,
then such present value shall not be counted as Indebtedness in calculating the
ratio set forth in Section 8.2, (f) all Guaranty Obligations of such Person, (g)
all Contractual Obligations of such Person, (h) all indebtedness, obligations or
other liabilities of such Person or others secured by a Lien on any asset of
such Person, whether or not such indebtedness, obligations or liabilities are
assumed by, or are a personal liability of, such Person (including, without
limitation, the principal amount of any assessment or similar indebtedness
encumbering any property), (i) all indebtedness, obligations or other
liabilities (other than interest expense liability) in respect of foreign
currency exchange agreements, (j) ERISA obligations currently due and payable,
(k) as applied to the REIT and the Consolidated Entities, all indebtedness,
obligations or other liabilities of Unconsolidated Joint Ventures which are
recourse to the REIT and/or any of the Consolidated Entities, (l) the REIT's and
Consolidated Entities' pro rata share of Nonrecourse Debt of Unconsolidated
Joint Ventures, (m) the amount which would be owed by such Person to any
counterparty under any Swap Agreement(s) in the event such Swap Agreement(s)
were terminated as of any date of determination of Indebtedness, (n) improvement
and assessment district taxes (including, without limitation, taxes under the
Mello-Roos Community Facilities Act of 1982,) assessed or otherwise due with
respect to any Property of such Person, and (o) without duplication



                                       14
<PAGE>   20

or limitation, all liabilities and other obligations included in the financial
statements (or notes thereto) of such Person as prepared in accordance with
GAAP. For purposes of clause (l), the REIT's and the Consolidated Entities' pro
rata share of Nonrecourse Debt of any Unconsolidated Joint Venture shall be
deemed to be equal to the product of (i) the Nonrecourse Debt of such
Unconsolidated Joint Venture, multiplied by (ii) the percentage of the total
outstanding Capital Stock of such Joint Venture held by the REIT or any
Consolidated Entity, expressed as a decimal. For purposes of the preceding
sentence, the term "Capital Stock" shall not include the interests described in
clause (ii) of the definition of "Capital Stock". With respect to any agreement
entered into by such Person to purchase Real Property, "Indebtedness" shall not
include any amount in excess of the amount (if any) which such Person is
obligated to pay as liquidated damages under such agreement in the event such
Person breaches its obligation to purchase such Real Property.

               "Intangible Assets" means assets that are considered intangible
assets under GAAP, including customer lists, goodwill, computer software,
copyrights, trade names, trademarks, patents and Capitalized Loan Fees (other
than capitalized interest with respect to construction in progress).

               "Interest Coverage Ratio" means, at any time, the ratio of (i)
EBITDA for the Fiscal Quarter then most recently ended (or, if shorter, for the
period from the Closing Date to the end of such period), to (ii) Interest
Expense for such period.

               "Interest Expense" means, for any period, the sum (without
duplication) for such period of (i) total interest expense, whether paid or
accrued, of the REIT and the Consolidated Entities and the portion of any
Capitalized Lease Obligations allocable to interest expense during such period,
including the REIT's and each Consolidated Entity's share of interest expenses
in Unconsolidated Joint Ventures but excluding amortization or writeoff of debt
discount and expense (except as provided in clause (ii) below), (ii) with
respect to the REIT and the Consolidated Entities, amortization of costs related
to Swap Agreements, (iii) with respect to the REIT and the Consolidated
Entities, capitalized interest, (iv) amortization of Capitalized Loan Fees, (v)
to the extent not included in clauses (i), (ii), (iii) and (iv), the REIT's and
each Consolidated Entity's pro rata share of interest expense and other amounts
of the type referred to in such clauses of the Unconsolidated Joint Ventures,
and (vi) interest incurred on any liability or obligation that constitutes a
Guaranty Obligation of the REIT or any Consolidated Entity. For purposes of
clause (v), the REIT's and such Consolidated Entity's pro rata share of interest
expense or other amount of any Unconsolidated Joint Venture shall be deemed
equal to the product of (a) the interest expense or other relevant amount of
such Unconsolidated Joint Venture, multiplied by (b) the percentage of the total
outstanding Capital Stock of such Unconsolidated Joint Venture held by the REIT
or such Consolidated Entity, expressed as a decimal. For



                                       15
<PAGE>   21

purposes of the preceding sentence, the term "Capital Stock" shall not include
the interests described in clause (ii) of the definition of "Capital Stock".

               "Interest Period" means, with respect to each LIBOR Advance, a
period commencing on a Business Day and ending one (1), two (2), three (3) or
six (6) months thereafter, as specified by Borrower pursuant to Section 2.1(b),
provided that any such period that would otherwise end on a day that is not a
Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in another calendar month, in which case such period shall
end on the immediately preceding Business Day.

               "Investment" means, with respect to any Person, (i) any direct or
indirect purchase or other acquisition by that Person of stock or securities, or
any beneficial interest in stock or other securities, of any other Person, any
partnership interest (whether general or limited) in any other Person, or all or
any substantial part of the business or assets of any other Person, (ii) any
direct or indirect loan, advance or capital contribution by that Person to any
other Person, including all indebtedness and accounts receivable from that other
Person that are not current assets or did not arise from sales to that other
Person in the ordinary course of business. The amount of any Investment shall be
the original cost of such Investment, plus the cost of all additions thereto,
without any adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment.

               "Investment Mortgages" mean mortgages or deeds of trust securing
indebtedness owned by Borrower.

               "IRS" means the Internal Revenue Service and any Person
succeeding to the functions thereof.

               "Joint Venture" means a joint venture, partnership, limited
liability company, business trust or similar arrangement, whether in corporate,
partnership or other legal form; provided that, as to any such arrangement in
corporate form, such corporation shall not, as to any Person of which such
corporation is a Subsidiary, be considered to be a Joint Venture to which such
Person is a party.

               "Land" means unimproved (except as otherwise provided in the
definition of "Construction in Progress") land. "Land" does not include
Construction in Progress.

               "Lease Buyout Proceeds" means all proceeds received by or
otherwise payable to any Person in connection with the agreement (whether
contained in a lease or otherwise) by that Person to terminate or otherwise
cancel or shorten the term of any lease with respect to which such Person is the
lessor or landlord.



                                       16
<PAGE>   22

               "Lehman CP Loan" means the unsecured revolving loan in an amount
not to exceed $75,000,000 to be made by Lehman CP to Borrower pursuant to the
terms of the Lehman Loan Documents (which Lehman Loan Documents include a
guaranty executed by the REIT in favor of Lehman CP).

               "Lehman Loan Documents" means the $75,000,000 Credit Agreement,
dated as of May, 2000, among Arden Realty Limited Partnership, as "Borrower",
the banks and the financial institutions from time to time parties thereto, LBI,
as sole lead arranger and book running manager, and Lehman CP, as administrative
agent and syndication agent, and the other "Loan Documents" (as defined in such
$75,000,000 Credit Agreement), as approved by Administrative Agent as provided
in Section 7.1(c)(iii).

               "Lender Taxes" has the meaning given to such term in Section
2.4(i)(A).

               "Lenders" means Wells Fargo (for so long as it holds an interest
in a Note) and any other bank, finance company, insurance or other financial
institution which is or becomes a party to this Agreement by execution of a
counterpart signature page hereto or an Assignment and Assumption, as assignee.
At all times that there are no Lenders other than Wells Fargo, the terms
"Lender" and "Lenders" means Wells Fargo (for so long as it holds an interest in
a Note) in its individual capacity. With respect to matters requiring the
consent to or approval of all Lenders at any given time, all then existing
Defaulting Lenders will be disregarded and excluded, and, for voting purposes
only, "all Lenders" shall be deemed to mean "all Lenders other than Defaulting
Lenders".

               "Liabilities and Costs" means all claims, judgments, liabilities,
obligations, responsibilities, losses, damages (including lost profits),
punitive or treble damages, costs, disbursements and expenses (including,
without limitation, reasonable attorneys', experts' and consulting fees and
costs of investigation and feasibility studies), fines, penalties and monetary
sanctions, interest, direct or indirect, known or unknown, absolute or
contingent, past, present or future.

               "LIBOR Advance" means an Advance bearing interest at a fixed rate
of interest determined by reference to the LIBOR Rate.

               "LIBOR Bid Margin" means the margin above or below LIBOR at which
a Lender offers to make a Fixed Rate Bid Advance to Borrower in response to a
Competitive Bid Request.

               "LIBOR Office" means, relative to any Lender, the office of such
Lender designated as such on the counterpart signature pages hereto or such
other office of a Lender as designated from time to time by notice from such
Lender to Administrative



                                       17
<PAGE>   23

Agent, whether or not outside the United States, which shall be making or
maintaining LIBOR Advances of such Lender.

               "LIBOR Rate" means, with respect to any LIBOR Advance, the rate
per annum (determined solely by the Administrative Agent and rounded upward to
the next 1/16th of one percent ) at which deposits in Dollars are offered by the
Administrative Agent in the Designated Market at approximately 9:00 a.m.
(California time) two (2) Business Days prior to the first day of the applicable
Interest Period in an amount approximately equal to such LIBOR Advance, and for
a period of time comparable to the number of days in the applicable Interest
Period. The determination of the LIBOR Rate by Administrative Agent shall be
conclusive in the absence of manifest error. The foregoing rate of interest
shall be reserve adjusted by dividing the LIBOR Rate by one (1.00) minus the
LIBOR Reserve Percentage, with such quotient to be rounded upward to the nearest
whole multiple of one-hundredth of one percent (0.01%). All references in this
Agreement or other Loan Documents to the LIBOR Rate include the aforesaid
reserve adjustment.

               "LIBOR Reserve Percentage" means, relative to any Interest Period
for LIBOR Advances made by any Lender, the reserve percentage (expressed as a
decimal) equal to the actual aggregate reserve requirements (including all
basic, emergency, supplemental, marginal and other reserves and taking into
account any transactional adjustments or other scheduled changes in reserve
requirements) announced within Administrative Agent as the reserve percentage
applicable to Administrative Agent as specified under regulations issued from
time to time by the Federal Reserve Board. The LIBOR Reserve Percentage shall be
based on Regulation D of the Federal Reserve Board or other regulations from
time to time in effect concerning reserves for "Eurocurrency Liabilities" from
related institutions as though Administrative Agent were in a net borrowing
position.

               "Lien" means any mortgage, deed of trust, pledge, negative
pledge, hypothecation, collateral assignment, deposit arrangement, security
interest, encumbrance (including, but not limited to, easements, rights-of-way,
zoning restrictions and the like), lien (statutory or other), preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever, including without limitation any conditional sale or other
title retention agreement, the interest of a lessor under a Capital Lease, any
financing lease having substantially the same economic effect as any of the
foregoing, and the filing of any financing statement or document having similar
effect (other than a financing statement filed by a "true" lessor pursuant to
9408 of the Uniform Commercial Code) naming the owner of the asset to which such
Lien relates as debtor, under the Uniform Commercial Code or other comparable
law of any jurisdiction.

               "Loan Account" has the meaning given to such term in Section 2.3.



                                       18
<PAGE>   24

               "Loan Documents" means this Agreement, the Notes, the Guaranty
and all other agreements, instruments and documents (together with amendments
and supplements thereto and replacements thereof) now or hereafter executed by
the REIT or Borrower which evidence, guarantee or secure the Obligations, in
each case either as originally executed or as the same may from time to time be
supplemented, modified, amended, renewed, extended or supplanted.

               "Major Agreements" means, with respect to any Real Property
included within the Unencumbered Pool or which Borrower proposes for inclusion
within the Unencumbered Pool, (a) a lease of such Real Property with respect to
25,000 square feet or more of gross leasable area, and (b) each ground lease
affecting such Real Property.

               "Material Adverse Effect" means, with respect to a Person, a
material adverse effect upon the condition (financial or otherwise), operations,
performance or properties of such Person. The phrase "has a Material Adverse
Effect" or "will result in a Material Adverse Effect" or words substantially
similar thereto shall in all cases be intended to mean "has resulted, or will or
could reasonably be anticipated to result, in a Material Adverse Effect", and
the phrase "has no (or does not have a) Material Adverse Effect" or "will not
result in a Material Adverse Effect" or words substantially similar thereto
shall in all cases be intended to mean "does not or will not or could not
reasonably be anticipated to result in a Material Adverse Effect".

               "Maturity Date" has the meaning given to such term in Section
2.1(d).

               "Minority Interests" means that portion of "minority interests"
as set forth in the REIT's financial statements which is attributable to the
ownership interest in Borrower of Persons other than the REIT.

               "Multiemployer Plan" means an employee benefit plan defined in
Section 4001(a)(3) of ERISA which is, or within the immediately preceding six
(6) years was, contributed to by a Person or an ERISA Affiliate.

               "NAREIT Definition" has the meaning given to such term in Section
11.3.

               "Net Income" means, for any period, total net income (or loss) of
the REIT and the Consolidated Entities for such period, provided that there
shall be excluded therefrom (i) any charge attributable to, or otherwise on
account of, the Minority Interests, (ii) any income or loss attributable to
extraordinary items (including, without limitation, any income or loss
attributable to restructuring of Indebtedness), (iii) gains and losses from
sales of assets, (iv) Borrower's pro rata share of the income (or loss) of any
Unconsolidated Joint Venture for such period, and (v) except to the extent
otherwise included hereunder, the income (or loss) of any Person



                                       19
<PAGE>   25

accrued prior to the date it becomes a Consolidated Entity or is merged with the
REIT or any Consolidated Entity or such Person's assets are acquired by the REIT
or any Consolidated Entity. For purposes of this definition, Borrower's pro rata
share of income (or loss) of any Unconsolidated Joint Venture shall be deemed
equal to the product of (i) the income (or loss) of such Unconsolidated Joint
Venture, multiplied by (ii) the percentage of the total outstanding Capital
Stock of such Person held by Borrower, expressed as a decimal. For purposes of
the preceding sentence, the term "Capital Stock" shall not include the interests
described in clause (ii) of the definition of "Capital Stock".

               "Net Offering Proceeds" means (a) all cash proceeds received by
the REIT as a result of the sale of common, preferred or other classes of stock
of the REIT (if and only to the extent reflected in stockholders' equity on the
consolidated balance sheet of the REIT prepared in accordance with GAAP) less
customary costs, expenses and discounts of issuance paid by the REIT (all of
which proceeds shall be concurrently contributed by the REIT to Borrower as
additional capital as provided in Section 6.2(h), below), plus (b) all cash and
the fair market value of the net equity of all properties contributed to
Borrower by one or more Persons in exchange for limited partnership interests in
Borrower.

               "1996 Credit Agreement" means that certain Revolving Credit
Agreement, dated as of December 17, 1996, by and among Borrower, as borrower,
and Wells Fargo and the other "Lenders" described therein, as lenders, and Wells
Fargo, as agent.

               "Non-Pro Rata Advance" means an Advance with respect to which
fewer than all the Lenders have funded their respective Pro Rata Shares of such
Advance and the failure of the non-funding Lender or Lenders to fund its or
their respective Pro Rata Shares of such Advance constitutes a breach of this
Agreement.

               "Nonrecourse Debt" means any Debt: (a) under the terms of which
the payee's remedies upon the occurrence of a default are limited to specific,
identified assets of the payor which secure such Debt; and (b) for the repayment
of which the payor has no personal liability beyond the loss of such specified
assets, except for liability for fraud, material misrepresentations or misuse or
misapplication of insurance proceeds, condemnation awards or rents, existence of
hazardous waste or other customary exceptions to nonrecourse provisions.

               "Note" means the promissory note, which shall be substantially in
the form of Exhibit F, made by Borrower to a Lender evidencing the Advances
under that Lender's Pro Rata Share of the Commitment, either as originally
executed or as the same may from time to time be supplemented, modified,
amended, renewed, extended or supplanted.



                                       20
<PAGE>   26

               "Notes" means, collectively, each Bid Advance Note and each Note.

               "Notice of Borrowing" means, with respect to a proposed Advance
pursuant to Section 2.1(b), a notice substantially in the form of Exhibit G.

               "Obligations" means all present and future obligations and
liabilities of the Borrower of every type and description arising under or in
connection with this Agreement, the Notes and the other Loan Documents due or to
become due to the Lenders or any Person entitled to indemnification, or any of
their respective successors, transferees or assigns, whether for principal,
interest, fees, expenses, indemnities or other amounts (including attorneys'
fees and expenses) and whether due or not due, direct or indirect, joint and/or
several, absolute or contingent, voluntary or involuntary, liquidated or
unliquidated, determined or undetermined, and whether now or hereafter existing,
renewed or restructured, whether or not from time to time decreased or
extinguished and later increased, created or incurred, whether or not arising
after the commencement of a proceeding under the Bankruptcy Code (including
post-petition interest) and whether or not allowed or allowable as a claim in
any such proceeding, and whether or not recovery of any such obligation or
liability may be barred by a statute of limitations or such obligation or
liability may otherwise be unenforceable.

               "Office Property" means any Real Property that is an office
building and any related parking facility.

               "Officer's Certificate" means a certificate signed by a specified
officer of a Person certifying as to the matters set forth therein.

               "Original Credit Agreement" means that certain First Amended and
Restated Revolving Credit Agreement, dated as of June 11, 1997, by and among
Borrower, as borrower, and Wells Fargo, Commerzbank AG, Los Angeles Branch,
Dresdner Bank AG, New York Branch and Grand Cayman Branch, Fleet National Bank,
KeyBank National Association, Manufacturers Bank, Signet Bank, Lehman Brothers
Realty Corporation, The Chase Manhattan Bank, Bankers Trust Company, The First
National Bank of Chicago, and PNC Bank, National Association, as lenders, and
Wells Fargo, as agent, as amended by that certain First Amendment to First
Amended and Restated Revolving Credit Agreement, dated as of January 20, 1998.

               "Original Lenders" means the "Lenders" as defined in the Original
Credit Agreement.

               "Original Loan Documents" means the "Loan Documents" as defined
in the Original Credit Agreement.



                                       21
<PAGE>   27

               "Original Loan" means the "Advances" as defined in the Original
Credit Agreement.

               "Original Notes" means the "Notes" as defined in the Original
Credit Agreement.

               "Partnership Units" has the meaning established for that term in
the Partnership Agreement of Borrower.

               "PBGC" means the Pension Benefit Guaranty Corporation or any
Person succeeding to the functions thereof.
               "Permit" means any permit, approval, authorization, license,
variance or permission required from a Governmental Authority under an
applicable Requirement of Law.

               "Permitted Liens" mean:

               (a) Liens (other than Environmental Liens and any Lien imposed
        under ERISA) for taxes, assessments or charges of any Governmental
        Authority or claims not yet due and any such taxes, assessments, charges
        or claims which are due if they are being contested by Borrower in
        accordance with Section 6.1(d);

               (b) Liens (other than any Lien imposed under ERISA) incurred or
        deposits made in the ordinary course of business (including without
        limitation surety bonds and appeal bonds) in connection with workers'
        compensation, unemployment insurance and other types of social security
        benefits or to secure the performance of tenders, bids, leases,
        contracts (other than for the repayment of Indebtedness), and statutory
        obligations;

               (c) Liens imposed by laws, such as mechanics' liens and other
        similar liens arising in the ordinary course of business which secure
        payment of obligations not more than thirty (30) days past due or are
        being contested as permitted under this Agreement;

               (d) any Liens which are approved by Requisite Lenders; and

               (e) rights of lessees under leases and the rights of lessors
        under Capital Leases.

               "Person" means any natural person, corporation, limited
partnership, general partnership, joint stock company, limited liability
company, limited liability partnership, joint venture, association, company,
trust, bank, trust company, land trust, business trust or other organization,
whether or not a legal entity, or any other nongovernmental entity, or any
Governmental Authority.



                                       22
<PAGE>   28

               "Plan" means an employee benefit plan defined in Section 3(3) of
ERISA (other than a Multiemployer Plan) in respect of which Borrower or an ERISA
Affiliate, as applicable, is an "employer" as defined in Section 3(5) of ERISA.

               "Price Adjustment Date" has the meaning given to such term in
Section 2.4(j)(iii).

               "Pricing Period" means (i) the First Pricing Period, (ii) the
period commencing on the first day after the end of the First Pricing Period and
ending on (and including) the date occurring three (3) Business Days after
Administrative Agent receives a Rating Notice and (iii) each period thereafter
commencing on the first day after the end of the immediately preceding Pricing
Period and ending on (and including) the date occurring three (3) Business Days
after Administrative Agent receives a Rating Notice.

               "Pro Rata Share" means, with respect to each Lender, the
percentage of the Commitment set forth opposite the name of that Lender on
Schedule 1.1, as such percentage may be increased or decreased pursuant to an
Assignment and Assumption executed in accordance with Section 11.20.

               "Proceedings" means, collectively, all actions, suits and
proceedings before, and investigations commenced or threatened by or before, any
court or Governmental Authority with respect to a Person.

               "Property" means, as to any Person, any real or personal
property, building, facility, structure, equipment or unit, or other asset owned
and operated by such Person in the ordinary course of its business.

               "Property Expenses" means, for any Office Property, all operating
expenses relating to such Office Property, including the following items
(provided, however, that Property Expenses shall not include Debt Service,
tenant improvement costs, leasing commissions, capital improvements,
Depreciation and Amortization Expenses and any extraordinary items not
considered operating expenses under GAAP):

                      (i) all expenses for the operation of such Office
        Property, including any management fees payable under management
        contracts, landscaping costs, janitorial costs, costs for trash pickup
        and security costs and all insurance expenses, but not including any
        expenses incurred in connection with a sale or other capital or interim
        capital transaction;

                      (ii) water charges, property taxes, sewer rents and other
        impositions, other than fines, penalties, interest or such impositions
        (or portions thereof) that are payable by reason of the failure to pay
        an imposition timely;



                                       23
<PAGE>   29

                      (iii) the cost of routine maintenance, repairs and minor
        alterations, to the extent they can be expensed under GAAP; and

                      (iv) if Borrower's interest in such Office Property is a
        ground leasehold interest, rents paid by Borrower under the ground lease
        for such Office Property.

               "Property Income" means, for any Office Property, all gross
revenue from the ownership and/or operation of such Office Property (but
excluding (i) income from a sale or other capital item transaction and (ii)
Lease Buyout Proceeds), service fees and charges, all tenant expense
reimbursement income payable with respect to such Office Property (but not such
reimbursement for expenditures not deducted as a Property Expense), and proceeds
of business interruption insurance specifically allocable to such Office
Property.

               "Property Information" means the following information and other
items with respect to each Real Property which Borrower intends to designate as
an Unencumbered Asset to be added to the Unencumbered Pool:

                      (i) A physical description of such Real Property, the date
        upon which such Real Property was acquired or is proposed to be acquired
        by Borrower, the Acquisition Price of such Real Property, if the
        building located on such Real Property or the use of such building does
        not conform to applicable zoning ordinances and laws, a description of
        such nonconformity and whether such building or use is a legal
        nonconforming use, a copy of any reports delivered to Borrower with
        respect to the structural integrity of improvements located on such Real
        Property and Borrower's preliminary budget for nonrevenue enhancing
        capital expenditures for such Real Property for the next succeeding
        eight (8) Fiscal Quarters;

                      (ii) A current operating statement for such Real Property,
        audited or certified by Borrower as being true and correct in all
        material respects and prepared in accordance with GAAP, and comparative
        operating statements for the current interim fiscal period and for the
        previous two (2) Fiscal Years (or such lesser period as it has been
        operating); provided, however, that, if Borrower shall have owned such
        Real Property for less than the period to be covered by such operating
        statements and comparative operating statements, then the audit and
        certification requirements shall extend only to the period of ownership
        by Borrower, and Borrower shall provide to Administrative Agent complete
        copies of any operating statements prepared by former owner(s) of such
        Real Property with respect to the remainder of the periods required
        hereunder, if the same are available to Borrower;



                                       24
<PAGE>   30

                      (iii) A current Rent Roll for such Real Property,
        certified by Borrower as being true and correct (or if Borrower does not
        presently own the Property, a copy of the Rent Roll prepared by the
        seller thereof);

                      (iv) A "Phase I" environmental assessment of such Real
        Property not more than twelve (12) months old, prepared by an
        environmental engineering firm reasonably acceptable to Administrative
        Agent;

                      (v) Copies of all Major Agreements affecting such Real
        Property;

                      (vi) A copy of Borrower's most recent Owner's or Leasehold
        Policy of Title Insurance, if any, covering such Real Property or, for
        Real Property to be acquired, a preliminary title report; and

                      (vii) If Borrower's interest in such Real Property is a
        ground leasehold interest, a copy of the ground lease pursuant to which
        Borrower leases such Real Property and all amendments thereto and
        memoranda thereof.

               "Property NOI" means, for any Office Property for any period, (i)
all Property Income for such period, minus (ii) all Property Expenses for such
period.

               "Rating Notice" means written notice from Borrower to
Administrative Agent delivered within three (3) Business Days after Borrower
receives notice of each change in the rating of Borrower's long-term unsecured
senior Debt by any rating agency that has rated Borrower's long-term unsecured
senior Debt and certifying that, as of the date of such written notice, (i)
Borrower's long-term unsecured senior Debt either (A) was rated by Standard &
Poor's and by one of the other rating agencies identified in clause (i) of the
Definition of "Borrower's Long-Term Unsecured Senior Debt Rating" (set forth in
the definition of "Applicable Pricing Level") (and setting forth the respective
ratings of such two rating agencies) or (B) was rated by more than two of the
rating agencies identified in such clause (i), provided that one of such ratings
was by either Moody's Investors Service, Inc. or Standard & Poor's (and setting
forth the respective ratings of such agencies) and (iii) either the lower of
such ratings (if there are two different ratings of Borrower's long-term
unsecured senior Debt) or the average of the two lowest ratings (if there are
more than two different ratings of such Debt) (or if such two lowest ratings
cannot be averaged, the lower of such two lowest ratings) was BBB- (which is a
Standard & Poor's rating or its equivalent by such other rating agency or
agencies) or higher.

               "Real Property" means each lot or parcel (or portions thereof) of
real property, improvements and fixtures thereon and appurtenances thereto now
or hereafter owned or leased by Borrower or any other Consolidated Entity.



                                       25
<PAGE>   31

               "Regulations T, U and X" mean such Regulations of the Federal
Reserve Board as in effect from time to time.

               "REIT" means Arden Realty, Inc., a Maryland corporation.

               "Release" means the release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment or into or out of any Property, including the
movement of Contaminants through or in the air, soil, surface water, groundwater
or property.

               "Remedial Action" means any action required by applicable
Environmental Laws to (a) clean up, remove, treat or in any other way address
Contaminants in the indoor or outdoor environment; (b) prevent the Release or
threat of Release or minimize the further Release of Contaminants so they do not
migrate or endanger or threaten to endanger public health or welfare or the
indoor or outdoor environment; or (c) perform pre-remedial studies and
investigations and post-remedial monitoring and care.

               "Rent Roll" means, with respect to any Real Property, a rent roll
for such Real Property stating for each tenancy within such Real Property the
identity of the lessee, the suite designation of the space leased, the gross
leasable area included within such space, the date of commencement and the date
of termination of such tenancy, the periods of any options to extend or
terminate such tenancy, the base rent and any escalations or operating expense
reimbursement payable in respect of such tenancy and the type of lease (i.e.,
gross or degree to which net of expenses, taxes and other items).

               "Reportable Event" means any of the events described in Section
4043(c) of ERISA, other than an event for which the thirty (30) day notice
requirement is waived by regulations.

               "Requirements of Law" means, as to any Person, the charter and
by-laws, partnership agreement or other organizational or governing documents of
such Person, and any law, rule or regulation, Permit, or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject, including without limitation, the Securities
Act, the Securities Exchange Act, Regulations T, U and X, FIRREA and any
certificate of occupancy, zoning ordinance, building, environmental or land use
requirement or Permit or occupational safety or health law, rule or regulation.

               "Requisite Lenders" means: (a) as of any date of determination if
the Commitments are then in effect, Lenders whose Pro Rata Shares, in the
aggregate, are at least sixty-six and two-thirds percent (66-2/3%), provided
that: (i) in determining



                                       26
<PAGE>   32

such percentage at any given time, all then existing Defaulting Lenders will be
disregarded and excluded and the Pro Rata Shares of the Lenders shall be
redetermined, for voting purposes only, to exclude the Pro Rata Shares of such
Defaulting Lenders; (ii) in determining such percentage at any given time, no
Bid Advances made by any Lender shall be included in determining such Lender's
Pro Rata Share; and (iii) in no event shall fewer than two (2) Lenders
constitute "Requisite Lenders"; and (b) as of any date of determination if the
Commitments have then been suspended or terminated and there are then any
outstanding Advances, Lenders holding sixty-six and two thirds percent (66-2/3%)
of all such outstanding Advances (including outstanding Bid Advances), provided
that in no event shall fewer than two (2) Lenders constitute "Requisite
Lenders".

               "Responsible Official" means (a) when used with reference to a
Person other than an individual, any corporate officer of such Person, general
partner of such Person, corporate officer of a corporate general partner of such
Person, or corporate officer of a corporate general partner of a partnership
that is a general partner of such Person, or any other responsible official
thereof acting on behalf thereof, and (b) when used with reference to a Person
who is an individual, such Person.

               "S-11" means the Form S-11 Registration Statement under the
Securities Act filed by the REIT with the Commission on July 16, 1996, as
amended.

               "Securities" means any stock, shares, voting trust certificates,
bonds, debentures, notes or other evidences of indebtedness, secured or
unsecured, convertible, subordinated or otherwise, or in general any instruments
commonly known as "securities", or any certificate of interest, shares, or
participations in temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or acquire any of the
foregoing, but shall not include any evidence of the Obligations, provided that
Securities shall not include Cash Equivalents, Investment Mortgages or equity
investments in Unconsolidated Joint Ventures.

               "Securities Act" means the Securities Act of 1933, as amended to
the date hereof and from time to time hereafter, and any successor statute.

               "Securities Exchange Act" means the Securities Exchange Act of
1934, as amended to the date hereof and from time to time hereafter, and any
successor statute.

               "Senior Loans" has the meaning given to such term in Section
10.4(b).

               "Solvency Certificate" means, in the case of the REIT, a
certificate in the form of Exhibit H-1 and in the case of Borrower, a
certificate in the form of Exhibit H-2.



                                       27
<PAGE>   33

               "Solvent" means as to any Person at the time of determination,
that such Person (a) owns Property the value of which (both at fair valuation
and at present fair saleable value) is greater than the amount required to pay
all of such Person's liabilities (including the probable amount of contingent
liabilities and debts); (b) is able to pay all of its debts as such debts mature
(including through refinancing on commercially reasonable terms); and (c) has
capital sufficient to carry on its business and transactions and all business
and transactions in which it is about to engage.

               "Standard & Poor's" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies.

               "Stockholders' Equity" means, as of any date of determination,
the consolidated Stockholders' Equity of the REIT as of that date determined in
accordance with GAAP and shown in the financial statements of the REIT and the
Consolidated Entities; provided that there shall be excluded from Stockholders'
Equity any amount attributable to Disqualified Stock.

               "Subsidiary" means, as of any date of determination and with
respect to any Person, any corporation, limited liability company or partnership
(whether or not, in either case, characterized as such or as a "joint venture"),
whether now existing or hereafter organized or acquired: (a) in the case of a
corporation or limited liability company, of which a majority of the Securities
having ordinary voting power for the election of directors or other governing
body (other than Securities having such power only by reason of the happening of
a contingency) are at the time beneficially owned by such Person and/or one or
more Subsidiaries of such Person, or (b) in the case of a partnership, of which
a majority of the partnership or other ownership interests are at the time
beneficially owned by such Person and/or one or more of its Subsidiaries.

               "Swap Agreement" means a written agreement between Borrower and
one or more financial institutions providing for "swap", "cap", "collar",
"floor," "buy down" or other interest rate protection with respect to any
Indebtedness, in form and substance acceptable to Administrative Agent.

               "Syndication Agent" means Lehman CP, or such other Lender as is
hereafter designated in writing by the Administrative Agent to serve as
Syndication Agent hereunder (subject to Section 10.15 hereof).

               "Tangible Net Worth" means, at any time, the Stockholders'
Equity, plus Minority Interests, plus cumulative net additions of Depreciation
and Amortization Expense deducted in determining income for all Fiscal Quarters
ending after the date of Borrower's formation minus Intangible Assets.

               "Tax Expense" means (without duplication), for any period, total
tax expense (if any) attributable to income and franchise taxes based on or
measured by



                                       28
<PAGE>   34

income, whether paid or accrued, of the REIT and the Consolidated Entities,
including the REIT's and each Consolidated Entity's pro rata share of tax
expenses in each Unconsolidated Joint Venture. For purposes of this definition,
the REIT's and such Consolidated Entity's pro rata share of any such tax expense
of such Unconsolidated Joint Venture shall be deemed equal to the product of (i)
such tax expense of such Unconsolidated Joint Venture, multiplied by (ii) the
percentage of the total outstanding Capital Stock of such Unconsolidated Joint
Venture held by the REIT or such Consolidated Entity, expressed as a decimal.
For purposes of the preceding sentence, the term "Capital Stock" shall not
include the interests described in clause (ii) of the definition of "Capital
Stock".

               "Termination Event" means (a) any Reportable Event, (b) the
withdrawal of a Person or an ERISA Affiliate of such Person from a Benefit Plan
during a plan year in which it was a "substantial employer" as defined in
Section 4001(a)(2) of ERISA, (c) the occurrence of an obligation arising under
Section 4041 of ERISA of a Person or an ERISA Affiliate of such Person to
provide affected parties with a written notice of an intent to terminate a
Benefit Plan in a distress termination described in Section 4041(c) of ERISA,
(d) the institution by the PBGC of proceedings to terminate any Benefit Plan
under Section 4042 of ERISA, (e) any event or condition which constitutes
grounds under Section 4042 of ERISA for the appointment of a trustee to
administer a Benefit Plan, (f) the partial or complete withdrawal of such Person
or any ERISA Affiliate of such Person from a Multiemployer Plan, or (g) the
adoption of an amendment by any Person or any ERISA Affiliate of such Person to
terminate any Benefit Plan.

               "Total Liabilities" means, at any time, without duplication, the
aggregate amount of (i) all Indebtedness and other liabilities of the REIT and
the Consolidated Entities reflected in the financial statements of the REIT or
disclosed in the financial notes thereto, plus (ii) all liabilities of all
Unconsolidated Joint Ventures that are recourse to the REIT or any Consolidated
Entity or any of its assets or that otherwise constitute Indebtedness of the
REIT or any Consolidated Entity, plus (iii) the REIT's and each Consolidated
Entity's pro rata share of all Indebtedness and other liabilities of any
Unconsolidated Joint Venture not otherwise constituting Indebtedness of the REIT
or such Consolidated Entity, plus (iv) all Guaranty Obligations of the REIT and
the Consolidated Entities. For purposes of clause (iii), the REIT's and such
Consolidated Entity's pro rata share of all Indebtedness and other liabilities
of any Unconsolidated Joint Venture shall be deemed equal to the product of (a)
such Indebtedness or other liabilities, multiplied by (b) the percentage of the
total outstanding Capital Stock of such Person held by the REIT or such
Consolidated Entity, expressed as a decimal. For purposes of the preceding
sentence, the term "Capital Stock" shall not include the interests described in
clause (ii) of the definition of "Capital Stock". Total Liabilities shall not
include Minority Interests.



                                       29
<PAGE>   35
               "to the best knowledge of" means, when modifying a
representation, warranty or other statement of any Person, that the fact or
situation described therein is known by the Person (or, in the case of a person
other than a natural person, known by a Responsible Official of that Person)
making the representation, warranty or other statement, or with the exercise of
reasonable due diligence under the circumstances (in accordance with the
standard of what a reasonable Person in similar circumstances would have done)
would have been known by the Person (or, in the case of a Person other than a
natural Person, would have been known by a Responsible Official of that Person).

               "Unconsolidated Joint Venture" means any Joint Venture of the
REIT or any Consolidated Entity in which the REIT or such Consolidated Entity
holds any Capital Stock but which would not be combined with the REIT in the
consolidated financial statements of the REIT in accordance with GAAP.

               "Unencumbered Asset Value" means, at any time, with respect to a
specified Unencumbered Asset (except as provided in the definition of
"Unencumbered Asset"), (i) for Unencumbered Assets that have been Wholly-Owned
by Borrower for at least one full Fiscal Quarter at such time and which are
seventy percent (70%) or more leased, the product of the Property NOI of such
Unencumbered Assets during the period of the full Fiscal Quarter ended most
recently multiplied by 4, divided by 9.75% (expressed as a decimal), or (ii) for
Unencumbered Assets that have been Wholly-Owned by Borrower for less than one
full Fiscal Quarter at such time, an amount equal to the Acquisition Price for
such Unencumbered Assets, or (iii) for Unencumbered Assets that have been
Wholly-Owned by Borrower for at least one full Fiscal Quarter at such time and
which are each more than 25% leased but less than 70% occupied (and such
Unencumbered Assets have never been 70% or more occupied), an amount equal to
either (A) if the Real Property which constitutes any such Unencumbered Asset
was acquired by Borrower as a completed Office Property, its Acquisition Price
or (B) if Borrower developed such Real Property, the sum of its Acquisition
Price plus an amount (as reasonably approved by Administrative Agent) equal to
the costs incurred by Borrower to develop such Real Property; provided, however,
that any Unencumbered Asset the Unencumbered Asset Value of which is determined
pursuant to the foregoing clause (iii) shall contain no more than 350,000 square
feet and shall constitute an Unencumbered Asset under this clause (iii) for no
more than three Fiscal Quarters; and provided further, however, that the
Unencumbered Asset Value of any Unencumbered Asset which was valued pursuant to
the foregoing clause (iii) shall be determined pursuant to clause (i) of this
definition only if the Real Property which constitutes such Unencumbered Asset
achieves 70% or more occupancy.

               "Unencumbered Asset" means any Real Property designated by
Borrower that satisfies all of the following conditions:



                                       30
<PAGE>   36

                      (i) is a completed Office Property; provided, however,
        that with respect to Unencumbered Assets referred to in clause (iii) of
        the definition of "Unencumbered Asset Value", "completed Office
        Property" means an Office Property with respect to which the appropriate
        Governmental Authority has issued a temporary certificate of occupancy
        and the architect who prepared the plans and specifications for such
        Office Property has delivered to Administrative Agent a written
        certificate, in form and substance reasonably acceptable to
        Administrative Agent, certifying that, other than tenant improvements,
        such Office Property has been completed in substantial compliance with
        such plans and specifications;

                      (ii) is free and clear of any Lien, other than (a)
        easements, covenants, and other restrictions, charges or encumbrances
        not securing Indebtedness that do not interfere materially with the
        ordinary operations of such Real Property and do not materially detract
        from the value of such Real Property; (b) building restrictions, zoning
        laws and other Requirements of Law; and (c) leases and subleases of such
        Real Property in the ordinary course of business; provided, however, if
        such Real Property is subject to a ground lease, it, together with all
        other Real Properties in the Unencumbered Pool subject to ground leases,
        shall not represent more than the lesser of (a) 25% of the aggregate
        Unencumbered Asset Value of all assets in the Unencumbered Pool or (b)
        25% of the total square footage of all assets in the Unencumbered Pool;
        and (d) Permitted Liens;

                      (iii) is Wholly-Owned;

                      (iv) such Real Property is not less than 70% leased;
        provided, however, if such Real Property is not more than 350,000 square
        feet and is greater than 25% leased, it may constitute an Unencumbered
        Asset for up to three Fiscal Quarters; provided further, however, (a)
        such Real Property qualifying as an Unencumbered Asset pursuant to the
        immediately preceding proviso, together with all other Real Properties
        qualifying as Unencumbered Assets pursuant to the immediately preceding
        proviso (collectively, together with this proviso, the "Less Than 70%
        Leased Provisos") and together with all Unencumbered Assets the
        Unencumbered Asset Value of which is determined pursuant to clause (iii)
        of the definition of "Unencumbered Asset Value", shall not represent
        more than the lesser of (1) 10% of the aggregate Unencumbered Asset
        Value of all assets in the Unencumbered Pool or (2) 10% of the total
        square footage of all assets in the Unencumbered Pool, and (b) the value
        of such Real Property qualifying as an Unencumbered Asset pursuant to
        the immediately preceding proviso shall be either (A) if such Real
        Property was acquired by Borrower as a completed Office Property, its
        Acquisition Price or (B) if Borrower developed such Real Property, the
        sum of its Acquisition Price



                                       31
<PAGE>   37

        plus an amount (as reasonably approved by Administrative Agent) equal to
        the costs incurred by Borrower to develop such Real Property, and, in
        either such event, such Real Property shall not be valued in accordance
        with clause (i) or (ii) of the definition of "Unencumbered Asset Value";
        and

                      (v) after adding such Real Property to the Unencumbered
        Pool, the Real Properties in the Unencumbered Pool shall not be less
        than 85% leased.

               Any Real Property (a) which does not satisfy each of the
foregoing conditions, (b) which satisfies each of the foregoing conditions, but
is subject to a ground lease, (c) which satisfies each of the foregoing
conditions, but with respect to which Borrower is relying on compliance with the
Less Than 70% Leased Provisos to satisfy the foregoing condition (iv), or (d)
which satisfies each of the foregoing conditions, but not the Additional
Conditions (defined below), may constitute an Unencumbered Asset only if such
Real Property has been expressly approved by the Requisite Lenders in writing as
an Unencumbered Asset. Any Real Property (A) which satisfies each of the
foregoing conditions (provided that, with respect to condition (ii), such Real
Property is not subject to any ground lease, and with respect to condition (iv),
Borrower is not relying on compliance with the Less Than 70% Leased Provisos to
satisfy condition (iv), that is, such Real Property is not less than 70%
leased), (B) has been expressly approved by Administrative Agent alone in
writing as an Unencumbered Asset and (C) satisfies the following additional
conditions (the "Additional Conditions") and Borrower has so certified to
Administrative Agent, shall be an Unencumbered Asset:

                      (1) such Real Property is located in one of Borrower's
existing markets and is in conformance with current applicable zoning laws; and

                      (2) with respect to such Real Property, Borrower has
received a "Phase I" environmental assessment and a structural/physical report
and has certified to Administrative Agent that no environmental or structural
issues have been identified in those reports.

               As of the date hereof all Unencumbered Assets are described on
Schedule 8.5, provided that if any Unencumbered Asset (including any of the
properties listed on Schedule 8.5) no longer satisfies any of the conditions set
forth in the foregoing clauses (i) through (v), inclusive, the Requisite Lenders
shall have the right, at any time and from time to time, to notify Borrower
that, effective upon the giving of such notice, such asset shall no longer be
considered an Unencumbered Asset. If Borrower intends to designate a Real
Property as an Unencumbered Asset to be added to the Unencumbered Pool from time
to time, it will notify the Administrative Agent of such intention, which notice
will include, with respect to such Real Property, the Property Information with
respect to such Real Property, and such



                                       32
<PAGE>   38

other information and items as may be reasonably requested by Administrative
Agent with respect to such Real Property. If Borrower at any time intends to
withdraw any Real Property from the Unencumbered Pool, it shall (A) notify the
Administrative Agent of its intention, and (B) deliver to the Administrative
Agent a certificate of its chief financial officer, chief executive officer or
chief operating officer setting forth the calculations establishing that
Borrower will be in compliance with Section 8.5 with giving effect to such
withdrawal (and any concurrent addition of Real Properties to the Unencumbered
Pool), which calculations shall be in such detail, and otherwise in such form
and substance, as Administrative Agent reasonably requires. Effective
automatically upon receipt of such notice and certificate by Administrative
Agent (or upon any later date stated in such notice), such Real Property shall
no longer constitute an Unencumbered Asset. The following two Real Properties
are set forth in Schedule 8.5 under the heading "Real Properties Conditionally
Approved as Unencumbered Assets": Centrelake Plaza and Havengate Center. Each
such Real Property is, as of the date of this Agreement, less than 70% leased
and has thus not satisfied the condition set forth in clause (iv) above.
However, all of the Lenders agree that, with respect to each such Real Property
(1) all of the other conditions set forth have been satisfied and (2) at such
time as Borrower delivers to Administrative Agent written evidence reasonable
satisfactory to Administrative Agent ("Borrower's Unencumbered Asset Notice")
that such Real Property is 70% or more leased and provided that, as reasonably
determined by Administrative Agent, the conditions set forth in clauses (i),
(ii) and (v) above remain satisfied, such Real Property shall become an
Unencumbered Asset without any further action by the Lenders as of the date on
which Administrative Agent, in response to its receipt of the Borrower's
Unencumbered Asset Notice, gives Borrower written confirmation that such Real
Property is an Unencumbered Asset. Administrative Agent shall deliver copies of
each such notice to all Lenders. No Unencumbered Asset shall be Construction in
Progress.

               "Unencumbered Pool" means the pool of Unencumbered Assets.

               "Unencumbered Pool Statements" has the meaning given to such term
in Section 5.1(f).

               "Unmatured Event Of Default" means an event which, with the
giving of notice or the lapse of time, or both, would constitute an Event of
Default.

               "Unsecured Funded Indebtedness" means Debt that is not secured by
any Lien and includes, without limitation, outstanding Advances.

               "Unsecured Interest Expense Coverage Ratio" means, at the time of
determination, the ratio of (i) Property NOI of all Unencumbered Assets for the
Fiscal Quarter then most recently ended (or, if shorter, for the period from the
Closing Date to the end of such period), to (ii) Interest Expense on all
Unsecured Funded Indebtedness for such period.



                                       33
<PAGE>   39

               "Wholly-Owned" means, with respect to any Real Property, that
title to such Real Property is held in fee directly by Borrower or that Borrower
is the lessee under a ground lease approved by the Administrative Agent.

               1.2 Computation of Time Periods. In this Agreement, in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean to and including". Periods of days referred to in this Agreement shall be
counted in calendar days unless Business Days are expressly prescribed.

               1.3 Terms.

               (a) Any accounting terms used in this Agreement which are not
specifically defined shall be construed in conformity with, and all financial
data required to be submitted by this Agreement shall be prepared in conformity
with, GAAP, except as otherwise specifically prescribed in this Agreement.

               (b) In each case where the consent or approval of Administrative
Agent, all the Lenders and/or the Requisite Lenders is required, or their
non-obligatory action is requested by Borrower, such consent, approval or action
shall be in the sole and absolute discretion of Administrative Agent and, as
applicable, each Lender, unless otherwise specifically indicated.

               (c) Any time the word "or" is used herein, unless the context
otherwise clearly requires, it has the inclusive meaning represented by the
phrase "and/or". The words "hereof", "herein", "hereby", "hereunder" and similar
terms refer to this Agreement as a whole and not to any particular provision of
this Agreement. Article, section, subsection, clause, exhibit and schedule
references are to this Agreement unless otherwise specified. Any reference in
this Agreement to this Agreement or to any other Loan Document includes any and
all amendments, modifications, supplements, renewals or restatements thereto or
thereof, as applicable.

                                    ARTICLE 2

                                    ADVANCES

               2.1 Loan Advances and Repayment.

               (a) Loan Availability. Subject to the terms and conditions set
forth in this Agreement, the Lenders hereby agree to make Advances to Borrower
from time to time during the period from the Closing Date to the Business Day
next preceding the Maturity Date, subject to the following:

                                  (x) Subject to the terms of Section 2.7,
                   Section 2.8 and Section 2.9, the aggregate principal amount
                   of all



                                       34
<PAGE>   40

                   outstanding Advances shall not at any time exceed Two
                   Hundred Seventy-Five Million Dollars ($275,000,000); and

                                  (y) the aggregate principal amount of all
                   outstanding Advances shall not at any time exceed the lesser
                   of (1) the Commitment or (2) the amount which, when combined
                   with all components of the unsecured Total Liabilities of the
                   REIT and the Consolidated Entities other than outstanding
                   Advances as of the date of determination, is equal to
                   57.1429% of the aggregate Unencumbered Asset Value of the
                   Unencumbered Pool as of such date.

                   All Advances under this Agreement shall be made by the
        Lenders simultaneously and proportionately to their respective Pro Rata
        Shares. Borrower acknowledges and agrees that neither the Administrative
        Agent nor any Lender shall be responsible for any failure by any other
        Lender to perform its obligation to make an Advance hereunder and that
        the Pro Rata Share of the Commitment of any Lender shall not be
        increased or decreased as a result of the failure by any other Lender to
        perform its obligation to make an Advance. Advances may be voluntarily
        prepaid pursuant to Section 2.6(a) and, subject to the provisions of
        this Agreement, any amounts so prepaid may be reborrowed under this
        Section 2.1(a). Interest shall accrue and be payable on outstanding
        Advances as provided in Section 2.4. The principal balance of the
        Advances shall be payable in full on the Maturity Date. The obligation
        of Borrower to repay Advances will be evidenced by the Notes.

               (b) Notice of Borrowing.

               (i) Whenever Borrower desires to borrow under this Section 2.1,
but in no event more than five (5) times during any one (1) calendar month,
Borrower shall give Administrative Agent, at Wells Fargo Real Estate Group
Disbursement Center, 2120 East Park Place, Suite 100, El Segundo, California
90245, Attention: Ms. Sherry Grant-Chilton (telephone: (310) 335-9545;
telecopier: (310) 615-1014), with a copy to: Wells Fargo Bank, Real Estate
Group, 333 South Grand Avenue, 12th Floor, Los Angeles, California 90071,
Attention: Ms. Tonya Brown, or at such other addresses as Administrative Agent
shall designate, an original or facsimile Notice of Borrowing no later than 9:00
A.M. (San Francisco time), not less than three (3) nor more than five (5)
Business Days prior to the proposed Funding Date of each Advance. Each Notice of
Borrowing shall specify (A) the Funding Date (which shall be a Business Day) of
the proposed Advance, (B) the amount of the proposed Advance, provided that the
aggregate amount of such proposed Advance shall, if such Advance is a LIBOR
Advance, equal One Million Dollars ($1,000,000) or integral multiples of Fifty
Thousand Dollars ($50,000) in excess thereof, and provided further



                                       35
<PAGE>   41

that the aggregate amount of such proposed Advance shall, if such Advance is a
Base Rate Advance, be equal to or greater than Two Hundred Fifty Thousand
Dollars ($250,000), (C) whether the Advance to be made thereunder will be a Base
Rate Advance or a LIBOR Advance and, if a LIBOR Advance, the Interest Period,
and (D) the proposed use of such Advance. Any Notice of Borrowing pursuant to
this Section 2.1(b) shall be irrevocable.

               (ii) Borrower may elect (A) to convert LIBOR Advances or any
portion thereof into Base Rate Advances, or (B) to convert Base Rate Advances or
any portion thereof to LIBOR Advances, or (C) to convert LIBOR Advances or any
portion thereof into new LIBOR Advances, provided, however, that the aggregate
amount of the Advances being converted into or continued as LIBOR Advances
shall, in the aggregate, equal One Million Dollars ($1,000,000) or an integral
multiple of Fifty Thousand Dollars ($50,000) in excess thereof. The conversion
of a LIBOR Advance to a Base Rate Advance or to a new LIBOR Advance shall only
occur on the last Business Day of the Interest Period relating to such LIBOR
Advance. Each election under clause (B) above shall be made by Borrower giving
Administrative Agent an original or facsimile Notice of Borrowing no later than
9:00 A.M. (San Francisco time), not less than three (3) nor more than five (5)
Business Days prior to the date of proposed conversion to a LIBOR Advance. Each
election under clause (C) above shall be made by Borrower giving Administrative
Agent an original or facsimile Notice of Borrowing no later than 9:00 A.M. (San
Francisco time), not less than three (3) nor more than five (5) Business Days
prior to the last day of the Interest Period for the LIBOR Advance in question.
Each Notice of Borrowing delivered pursuant to this Section 2.1(b)(ii) shall
specify (1) the amount of the new LIBOR Advance or Base Rate Advance, as the
case may be, (2) with respect to a new LIBOR Advance, the Interest Period
therefor, and (3) the date of the effectiveness of the LIBOR Rate or Base Rate,
as the case may be (which date shall be a Business Day).

               (iii) Upon receipt of a Notice of Borrowing in proper form
requesting LIBOR Advances under subparagraph (i) or (ii) above, Administrative
Agent shall deliver a copy thereof (by facsimile) to each Lender by noon (San
Francisco time) on the same day of Administrative Agent's receipt thereof and
shall determine the LIBOR Rate applicable to the Interest Period for such LIBOR
Advances, and shall, two (2) Business Days prior to the beginning of such
Interest Period, give (by facsimile) a Fixed Rate Notice in respect thereof to
Borrower and the Lenders; provided, however, that failure to give such notice to
Borrower shall not affect the validity of such rate. Each determination by
Administrative Agent of the LIBOR Rate shall be conclusive and binding upon the
parties hereto in the absence of manifest error.

               (iv) If Borrower does not make a timely election to convert all
or a portion of a LIBOR Advance into a new LIBOR Advance in accordance with



                                       36
<PAGE>   42

Section 2.1(b)(ii), such LIBOR Advance shall be automatically converted to a
Base Rate Advance upon expiration of the Interest Period applicable to such
LIBOR Advance.

               (c) Making of Advances. Subject to Section 10.3 or as otherwise
provided herein, Administrative Agent shall deposit the proceeds of each new
Advance in Borrower's account number 4600-598-411 at the Los Angeles main office
of Administrative Agent.

               (d) Term. The outstanding balance of the Advances shall be
payable in full on the earliest to occur of, (i) April 30, 2003 (as such date
may be extended pursuant to Section 2.1(e), (ii) the acceleration of the
Advances pursuant to Section 9.2(a), or (iii) Borrower's written notice to
Administrative Agent (pursuant to Section 2.8) of Borrower's election to prepay
all accrued Obligations and terminate the Commitment (said earliest date
referred to herein as the "Maturity Date").

               (e) Extension of the Maturity Date. During the period commencing
not more than ninety (90) days prior to, and ending not less than thirty (30)
days prior to, the second anniversary of the Closing Date, Borrower may request
the Lenders' approval of a one-year extension of the Maturity Date by delivering
written notice of such request to Administrative Agent. Within five (5) Business
Days after Administrative Agent's receipt of such written request,
Administrative Agent shall deliver a copy of such written request to each
Lender. Each Lender may approve or refrain from approving such requested
extension in its sole and absolute discretion. If any Lender does not give
Administrative Agent written notice of such Lender's approval of such requested
extension within thirty (30) days after such Lender's receipt of a copy of the
written request for such extension from Administrative Agent, such Lender shall
be deemed to have disapproved such extension. Such requested extension shall
become effective only if (A) it is approved by Lenders whose Pro Rata Shares, in
the aggregate, constitute at least eighty percent (80%) of the total Commitment
and (B) if such requested extension is approved by the required, but not by all
of the Lenders, either (i) one or more of the approving Lenders may, but shall
not be required to, purchase the Pro Rata Share(s) of the dissenting Lender(s),
(ii) a new Lender or Lenders may purchase the Pro Rata Share(s) of the
dissenting Lender(s), or (iii) if one or more of the approving Lenders have not
elected to purchase the Pro Rata Share(s) of the dissenting Lender(s) and if no
new Lender or Lenders have elected to purchase the Pro Rata Share(s) of the
dissenting Lender(s), then Borrower, on the original Maturity Date, shall
terminate the Commitments of the dissenting Lender(s) and repay all amounts
owing to the dissenting Lender(s) hereunder and under the Notes. If such
requested extension becomes effective in accordance with the preceding sentence,
the original Maturity Date shall be extended to April 30, 2004 as to all Lenders
other than the dissenting Lender(s). In all other cases, the original Maturity
Date shall not be extended.



                                       37
<PAGE>   43

               (f) Original Loan.

                          (i) Effective as of the Closing Date, all Indebtedness
        and Obligations of Borrower relating to the Original Loan and arising
        under the Original Credit Agreement, the Original Notes and any other
        Original Loan Documents are hereby amended and restated in full by this
        Agreement, the Notes and the Loan Documents. On the Closing Date, the
        Original Notes shall be canceled and promptly thereafter returned to
        Borrower. Without limiting the generality of the foregoing, effective as
        of the Closing Date, the commitment of the Original Lenders to make
        additional Advances under (and as defined in) the Original Credit
        Agreement shall automatically terminate, and Borrower acknowledges and
        agrees that, effective as of the Closing Date, no Original Lender (or
        any Lender) shall have any further obligations to Borrower under the
        Original Credit Agreement, the Original Notes or any other Original Loan
        Document.

                          (ii) On May 2, 2000, certain of the Lenders shall
        purchase, and certain of the Lenders shall sell, to one another, the
        percentage interest in the Commitment as reflected in Schedule 2.1(f)
        hereto, in order to reallocate the Carryover Principal Balance under the
        Notes among the Lenders to correspond to the Pro Rata Shares of the
        Lenders specified in Schedule 1.1 hereto. The applicable purchase price
        payments are specified in Schedule 2.1(f) hereto and are referred to
        herein as the "Adjusting Purchase Payments". The Adjusting Purchase
        Payments shall be made to Administrative Agent by the applicable
        purchasing Lender by Federal Reserve wire transfer initiated by the
        payor no later than 8:00 a.m. California time on May 2, 2000. Upon
        receipt of all such payments, Administrative Agent shall promptly send
        appropriate portions thereof to the selling Lenders by Federal Reserve
        wire transfer. The parties to this Agreement acknowledge that the
        Adjusting Purchase Payments do not include interest, which Borrower is
        obligated pursuant to the terms of Section 6.1(j) to pay through and
        including May 2, 2000.

        2.1A   Bid Facility.

                   (a) Bid Advances.

                      (i) Each Lender severally agrees that, subject to the
        conditions that at the time of Borrower's submission of the relevant
        Competitive Bid Request, (A) Borrower's Long Term Unsecured Senior Debt
        Rating is equal to or higher than BBB-/Baa3 and (B) no Event of Default
        or Unmatured Event of Default has occurred and is continuing, Borrower
        may, in accordance with this Section 2.1A and the other relevant
        provisions of the Loan Documents, from time to time request that the
        Lenders, at any time before the 32nd day prior to the Maturity Date,
        submit Competitive Bids to make Bid Advances to



                                       38
<PAGE>   44

        Borrower; provided, however, that (1) at no time shall the aggregate
        principal amount of all outstanding Bid Advances cause the aggregate
        principal amount of all outstanding Advances (taking into account any
        repayments of Advances with the proceeds thereof) to exceed the
        applicable dollar limitations of Sections 2.1(a) above; (2) at no time
        shall the aggregate outstanding principal amount of all Bid Advances
        (taking into account any repayments of Advances with the proceeds
        thereof) exceed the Bid Advance Limit; (3) at no time may the number of
        Fixed Rate Periods of then outstanding Fixed Rate Advances and Absolute
        Rate Bid Advances exceed eight, in each case giving effect to any Bid
        Advances then requested; and (4) Borrower shall not issue a Competitive
        Bid Request for a Bid Advance having a term of other than 30, 60 or 90
        days or a maturity date subsequent to the Maturity Date.

                          (ii) The Lenders may, but shall not be obligated to,
        submit Competitive Bids in response to any Competitive Bid Request, and
        Borrower may, but shall not be obligated to, accept any such offers.
        Subject to Section 2.1, the obligation of a Lender to fund its Pro Rata
        Share of Advances shall be unaffected by its making of any Bid Advances,
        even if such Lender makes Bid Advances in an aggregate amount in excess
        of its Pro Rata Share of the Commitment.

                          (iii) On the last day of each Fixed Rate Period
        applicable to any Bid Advances, Borrower shall pay to Administrative
        Agent, for the respective accounts of the Lenders making such Bid
        Advances, the full amount of the principal of such Bid Advances.
        Borrower shall not prepay all or any portion of the principal balance of
        any Bid Advance (i.e., make any payment of principal on any Bid Advance
        prior to the end of the Fixed Rate Period applicable to such Bid
        Advance) without the prior written consent of the Lender which made such
        Bid Advance (which consent may be withheld in the sole and absolute
        discretion of such Lender).

                   (b) Type of Bid Advances. Bid Advances made under this
Section 2.1A may be Absolute Rate Bid Advances or Fixed Rate Bid Advances,
subject, however, to Section 2.4(j).

                   c) Bid Advance Borrowings.

                          (i) When Borrower desires to effect one or more
        borrowings consisting of one or more Bid Advances, but not more often
        than once in any period of 30 consecutive days, Borrower shall notify
        Administrative Agent by telephone (followed promptly by a facsimile of
        the related Competitive Bid Request) no later than 8:00 a.m. (California
        time), (x) in the case of a Fixed Rate Auction, five Business Days prior
        to the proposed Funding Date of the requested borrowings, or (y) in the
        case of an



                                       39
<PAGE>   45
        Absolute Rate Auction, two Business Days prior to the proposed Funding
        Date of the requested borrowing(s), in each case, together with a fee
        payable to Administrative Agent in the amount of $1,500, specifying
        (together with the other information required to be provided pursuant to
        the Competitive Bid Request):

                                  (A) the Funding Date of such borrowing(s),
                   which shall be a Business Day;

                                  (B) the aggregate amount of such borrowing(s),
                   which, subject to the following proviso, shall be in a
                   minimum amount (subject to the limitations set forth in other
                   provisions of the Loan Documents) of $15,000,000 and in
                   integral multiples of $1,000,000 in excess thereof, provided
                   that the aggregate amount of all Fixed Rate Bid Advances with
                   the same Fixed Rate Period shall be in a minimum amount of
                   $15,000,000 and integral multiples of $1,000,000 in excess
                   thereof ;

                                  (C) whether the requested borrowing(s) is/are
                   to be made as either (1) one or more Fixed Rate Bid Advances
                   or (2) one or more Absolute Rate Bid Advances; and

                                  (D) the duration of the requested Fixed Rate
                   Period (subject to the limitation that Borrower may request
                   no more than three Fixed Rate Periods in any single
                   Competitive Bid Request).

Borrower's right to request Competitive Bids for Bid Advances, and each Lender's
obligation to fund any Bid Advance pursuant to any Competitive Bid accepted by
Borrower, and all Bid Advances made from time to time, shall be subject in all
respects to the provisions of Section 2.4(j).

                          (ii) On the same day that it receives a Competitive
        Bid Request, Administrative Agent shall send a copy thereof to each of
        the Lenders by facsimile, attaching thereto notice of the date and time
        (as specified in Section 2.1A(c)(iii) below) by which responses must be
        received in order to be considered by Borrower. The Competitive Bid
        Request shall not constitute an offer by Borrower, but merely an
        invitation to the Lenders to submit Competitive Bids with respect to the
        requested borrowing(s).

                          (iii) (A) Each Lender may, in its sole and absolute
        discretion, submit a Competitive Bid, substantially in the form attached
        hereto as Exhibit B-3, containing an offer or offers to make Bid
        Advances in response to any Competitive Bid Request. Each Competitive
        Bid must comply with the



                                       40
<PAGE>   46

        provisions of this Section 2.1A (c)(iii) and must be submitted to
        Administrative Agent (or, in the case of a Competitive Bid being
        submitted by Administrative Agent in its capacity as a Lender, to
        Borrower), by facsimile, no later than 7:00 a.m. (or, in the case of a
        Competitive Bid by Administrative Agent, in its capacity as Lender, 6:30
        a.m.), California time, (1) in the case of a Fixed Rate Auction, three
        Business Days prior to the Funding Date of the proposed Borrowing(s), or
        (2) in the case of an Absolute Rate Auction, on the Funding Date. Each
        Competitive Bid so submitted (subject only to the provisions of Section
        2.1A(a)(i) above and to the satisfaction of all other conditions
        precedent to the requested Bid Advance(s)) shall be irrevocable, unless
        Borrower otherwise agrees in writing.

                                  (B) Each Competitive Bid shall identify and be
                   signed on behalf of the submitting Lender, shall specify the
                   date of the proposed borrowing(s) specified in the
                   Competitive Bid Request to which the submitting Lender is
                   responding and shall specify:

                                         (1) the principal amount of each Bid
                          Advance for which a Competitive Bid is being made
                          (which shall not be limited by the submitting Lender's
                          Pro Rata Share of the Commitment, but which shall be
                          in an amount, no greater than the amount of the
                          requested borrowing, equal to $5,000,000 or an
                          integral multiple of $1,000,000 in excess thereof);
                          and

                                         (2)(aa) in the case of a Fixed Rate
                          Auction, the LIBOR Bid Margin offered by the
                          submitting Lender, or (bb) in the case of an Absolute
                          Rate Auction, the Absolute Rate offered by the
                          submitting Lender.

                   A Competitive Bid may include up to three separate offers by
                   the submitting Lender with respect to each Fixed Rate Period
                   specified in the Competitive Bid Request to which it
                   responds. Any Competitive Bid that (X) does not include all
                   the information required by this Section, (Y) contains
                   language that qualifies or conditions the submitting Lender's
                   offer to make the Bid Advance(s) described therein or to
                   otherwise make such an offer revocable or proposes terms
                   other than (or in addition to) the terms proposed in the
                   relevant Competitive Bid Request other than by setting an
                   aggregate limit on the principal amount of Bid Advances for
                   which offers being made by the submitting Lender may be
                   accepted, or (Z) is received by Administrative Agent (or
                   Borrower, as applicable) after the time set forth in this
                   Section (unless amended to bring it into compliance with
                   respect to any noncompliance described in



                                       41
<PAGE>   47

                   clause (X) or (Y), in either case prior to the time set forth
                   in this Section) shall be disregarded.

                                  (iv) Promptly upon receipt, but not later than
                   8:00 a.m. (California time) on the date by which Competitive
                   Bids are required to have been submitted with respect to a
                   Competitive Bid Request, Administrative Agent shall notify
                   Borrower of (i)(A) the terms of each Competitive Bid (other
                   than one that is to be disregarded as described above)
                   received in response to the Competitive Bid Request, and (B)
                   the identity of the Lender submitting such Competitive Bid,
                   and (ii)(A) the aggregate principal amount of Bid Advances
                   for which Competitive Bids have been received for each Fixed
                   Rate Period requested in the Competitive Bid Request, and (B)
                   the respective principal amounts and LIBOR Bid Margins or
                   Absolute Rates, as the case may be, so offered.

                                  (v) No later than 8:30 a.m. (California time)
                   on the date by which Competitive Bids are required to have
                   been submitted with respect to a Competitive Bid Request,
                   Borrower shall notify Administrative Agent, by means of a
                   notice reasonably acceptable to Administrative Agent in form,
                   of its acceptance or rejection of the offers notified to it
                   as provided in Section 2.1A(c)(iv) above. Borrower shall have
                   no obligation to accept any such offer, and may choose to
                   reject all of them. If Borrower has failed to timely notify
                   Administrative Agent of its acceptance or rejection of any
                   one or more offers by the time specified in this Section,
                   Borrower shall be deemed to have rejected such offer(s).
                   Borrower may accept any Competitive Bid (other than one that
                   is to be disregarded as provided above) in whole or in part,
                   provided that:

                                  (A) the aggregate principal amount of the
                   Competitive Bids so accepted may not exceed the aggregate
                   amount of the borrowing(s) requested in the relevant
                   Competitive Bid Request;

                                  (B)(i) subject to the provisions set forth
                   below with respect to multiple offers at the same LIBOR Bid
                   Margin or Absolute Rate, the principal amount of each
                   accepted Competitive Bid must be in an amount equal to
                   $5,000,000 or an integral multiple of $1,000,000 in excess
                   thereof and (ii) Competitive Bids must be accepted with
                   respect to an aggregate principal amount of at least
                   $15,000,000 or an integral multiple of $1,000,000 in excess
                   thereof; and



                                       42
<PAGE>   48

                                  (C) with respect to each Fixed Rate Period for
                   which Competitive Bids were requested, Borrower shall accept
                   offers solely on the basis of ascending LIBOR Bid Margins or
                   Absolute Rates, as the case may be (provided that Borrower
                   may, to the extent necessary to comply with the preceding
                   subparagraph (B), accept only part of an offer at a
                   particular LIBOR Bid Margin or Absolute Rate and accept all
                   or part of one or more offers at a higher LIBOR Bid Margin or
                   Absolute Rate).

                   If Borrower chooses to accept one or more offers, Borrower
                   shall deliver a notice to Administrative Agent by not later
                   than 8:30 a.m. (California time), in such form as
                   Administrative Agent may from time to time reasonable
                   request), specifying the aggregate principal amount of offers
                   with respect to each requested Fixed Rate Period that it
                   chooses to accept. If two or more Lenders offer the same
                   LIBOR Bid Margin or Absolute Rate for an aggregate principal
                   amount greater than the amount for which such offers were
                   requested (or greater than the remaining portion of such
                   offers that has not been allocated to offers at lower Fixed
                   Rate Bid Margins or Absolute Rates) with respect to any
                   requested Fixed Rate Period, Borrower shall allocate the
                   principal amount of the affected Bid Advances among such
                   Lenders as nearly as possible (in such multiples, not less
                   than $1,000,000, as Borrower may deem appropriate) in
                   proportion to the aggregate principal amounts to which their
                   respective offers related. Borrower's allocation, in the
                   absence of manifest error, shall be conclusive.

                          (vi) Promptly upon receipt of the notice from Borrower
        pursuant to Section 2.1A(c)(v) above, Administrative Agent shall
        promptly notify each Lender having submitted a Competitive Bid whether
        its offer has been accepted and, if its offer has been accepted, of the
        amount of the Bid Advance(s) to be made by it on the date of the
        relevant borrowing(s).

                          (vii) Promptly (but no later than one Business Day)
        following each borrowing of one or more Bid Advances, Administrative
        Agent shall notify each Lender (whether or not such Lender submitted a
        Competitive Bid with respect to such borrowing) of the ranges of
        Competitive Bids submitted and the highest and lowest Competitive Bids
        accepted for each Fixed Rate Period requested by Borrower and of the
        aggregate amount of the Bid Advances made pursuant to such Borrowing.

                          (viii) Upon receipt of a Competitive Bid Request in
        proper form requesting Competitive Bids to make a Bid Advance that is a
        Fixed Rate Advance under Section 2.1A(c)(i) above, Administrative Agent
        shall



                                       43
<PAGE>   49

        determine the Fixed Rate applicable to each of the Fixed Rate Periods
        specified in the Competitive Bid Request, and shall, two Business Days
        prior to the beginning of such Fixed Rate Period, send a Fixed Rate
        Notice specifying such rate (or rates, as the case may be) to Borrower
        and the Lenders; provided, however, that failure to give such notice to
        any Person shall not affect the validity of such rate.

                          (ix) Not later than 10:00 a.m. (California time) on
        the date specified in such notice as the Funding Date, each Lender that
        submitted a Competitive Bid that was accepted by Borrower, subject to
        the terms and conditions hereof, shall make its Bid Advance available,
        in immediately available funds, to Administrative Agent.

                   (d) Funding of Bid Advances. Subject to and upon satisfaction
of the applicable conditions set forth in Article 3, as determined by
Administrative Agent, Administrative Agent shall make the proceeds of the
requested Bid Advances available to Borrower in Dollars in immediately available
funds in Borrower's deposit account referred to in Section 2.1(c).

                   2.2 Authorization to Obtain Advances. Schedule 2.2 sets forth
the names of those employees of Borrower authorized by Borrower to sign Notices
of Borrowing, and Administrative Agent and Lenders shall be entitled to rely on
such Schedule until notified in writing by Borrower of any change(s) of the
persons so authorized. Administrative Agent shall be entitled to act on the
instructions of anyone identifying himself or herself as one of the Persons
authorized to execute a Notice of Borrowing, and Borrower shall be bound thereby
in the same manner as if such Person were actually so authorized. Borrower
agrees to indemnify, defend and hold Lenders and Administrative Agent harmless
from and against any and all Liabilities and Costs which may arise or be created
by the acceptance of instructions in any Notice of Borrowing, unless caused by
the gross negligence or willful misconduct of the Person to be indemnified.

                   2.3 Lenders' Accounting. Administrative Agent shall maintain
a loan account (the "Loan Account") on its books in which shall be recorded (a)
the names and addresses and the Pro Rata Shares of the Commitment of each of the
Lenders, and the principal amount of Advances owing to each Lender from time to
time, and (b) all Advances and repayments of principal and payments of accrued
interest, as well as payments of fees required to be paid pursuant to this
Agreement. All entries in the Loan Account shall be made in accordance with
Administrative Agent's customary accounting practices as in effect from time to
time. Monthly or at such other interval as is customary with Administrative
Agent's practice, Administrative Agent will render a statement of the Loan
Account to Borrower and will deliver a copy thereof to each Lender. Each such
statement shall be deemed final,



                                       44
<PAGE>   50

binding and conclusive upon Borrower in all respects as to all matters reflected
therein (absent manifest error).

        2.4 Interest on the Advances.

                   (a) Base Rate Advances. Subject to Section 2.4(f), all Base
Rate Advances shall bear interest on the daily unpaid principal amount thereof
from the date made until paid in full at a fluctuating rate per annum equal to
the Base Rate. Base Rate Advances shall be made in minimum amounts of Two
Hundred Fifty Thousand Dollars ($250,000).

                   (b) LIBOR Advances. Subject to Sections 2.4(f) and 2.4(j),
LIBOR Advances shall bear interest on the unpaid principal amount thereof during
the Interest Period applicable thereto at a rate per annum equal to the sum of
the LIBOR Rate for such Interest Period plus the Applicable LIBOR Rate Margin.
LIBOR Advances shall be in amounts of One Million Dollars ($1,000,000) or Fifty
Thousand Dollar ($50,000) increments in excess thereof. No more than six (6)
LIBOR Advances shall be outstanding at any one time. Notwithstanding anything to
the contrary contained herein and subject to the default interest provisions
contained in Section 2.4(f), if an Event of Default occurs and as a result
thereof the Commitment is terminated, all LIBOR Advances will convert to Base
Rate Advances upon the expiration of the applicable Interest Periods therefor or
the date all Advances become due, whichever occurs first.

                   (c) Absolute Rate Bid Advances. Subject to Section 2.4(f),
all Absolute Rate Bid Advances shall bear interest on the unpaid principal
amount thereof during the Fixed Rate Period applicable thereto at a fixed rate
per annum equal to the Absolute Rate quoted by the Lender making such Bid
Advance pursuant to Section 2.1A(c)(iii) and accepted by Borrower pursuant to
Section 2.1A(c)(v).

                   (d) Fixed Rate Bid Advances. Subject to Sections 2.4(f) and
2.4(j), Fixed Rate Bid Advances shall bear interest on the unpaid principal
amount thereof during the Fixed Rate Period applicable thereto at a fixed rate
per annum equal to the LIBOR Rate plus or minus the LIBOR Bid Margin quoted by
the Lender making such Bid Advance pursuant to Section 2.1A(c)(iii) and accepted
by Borrower pursuant to Section 2.1A(c)(v).

                   (e) Interest Payments. Subject to Section 2.4(f), interest
accrued on all Advances shall be payable by Borrower, in the manner provided in
Section 2.6(b), in arrears on the first Business Day of the first calendar month
following the Closing Date, the first Business Day of each succeeding calendar
month thereafter, and on the Maturity Date.



                                       45
<PAGE>   51

                   (f) Default Interest. Notwithstanding the rates of interest
specified in Sections 2.4(a) and 2.4(b) and the payment dates specified in
Section 2.4(e), effective at the option of Requisite Lenders following the
occurrence and during the continuance of any Event of Default, the principal
balance of all Advances then outstanding and, to the extent permitted by
applicable law, any interest payments not paid when due, shall bear interest,
payable upon demand, at a rate which is five percent (5%) per annum in excess of
the rate(s) of interest otherwise payable from time to time under this
Agreement. Notwithstanding anything to the contrary in any of the other Loan
Documents, all other amounts due Administrative Agent or the Lenders (whether
directly or for reimbursement) under this Agreement or any of the other Loan
Documents if not paid when due, or if no time period is expressed, if not paid
within ten (10) days after demand, shall bear interest from and after demand at
the rate set forth in this Section 2.4(f).

                   (g) Late Fee. Borrower acknowledges that late payment to
Administrative Agent will cause Administrative Agent and the Lenders to incur
costs not contemplated by this Agreement. Such costs include, without
limitation, processing and accounting charges. Therefore, if Borrower fails
timely to pay any sum due and payable hereunder through the Maturity Date,
unless waived by Administrative Agent pursuant to the last sentence of this
Section 2.4(g) or by the Requisite Lenders, a late charge of four cents ($.04)
for each dollar of any such principal payment, interest or other charge which is
due hereon and which is not paid within fifteen (15) days after such payment is
due, shall be charged by Administrative Agent (for the benefit of Lenders) and
paid by Borrower for the purpose of defraying the expense incident to handling
such delinquent payment. Borrower, the Lenders and Administrative Agent agree
that this late charge represents a reasonable sum considering all of the
circumstances existing on the date hereof and represents a fair and reasonable
estimate of the costs that Administrative Agent and the Lenders will incur by
reason of late payment. Borrower, the Lenders and Administrative Agent further
agree that proof of actual damages would be costly and inconvenient. Acceptance
of any late charge shall not constitute a waiver of the default with respect to
the overdue installment, and shall not prevent Administrative Agent from
exercising any of the other rights available hereunder or under any other Loan
Document. Such late charge shall be paid without prejudice to any other rights
or remedies of Administrative Agent or any Lender. The Lenders agree that,
notwithstanding the foregoing, no such late charge shall be charged by
Administrative Agent or any Lender if the outstanding Advances are then bearing
interest at the default rate of interest set forth in Section 2.4(f).
Administrative Agent is hereby authorized on behalf of all the Lenders, without
the necessity of any notice to, or further consent from, any Lender, to waive
the imposition of the late fees provided for in this Section 2.4(g) up to a
maximum of three (3) times per calendar year.



                                       46
<PAGE>   52

                   (h) Computation of Interest. Interest shall be computed on
the basis of the actual number of days elapsed in the period during which
interest or fees accrue and a year of three hundred sixty (360) days. In
computing interest on any Advance, subject to Section 2.6(b), the date of the
making of the Advance shall be included and the date of payment shall be
excluded; provided, however, that if an Advance is repaid on the same day on
which it is made, one (1) day's interest shall be paid on that Advance.
Notwithstanding any provision in this Section 2.4, interest in respect of any
Advance shall not exceed the maximum rate permitted by applicable law.

                   (i) Changes; Legal Restrictions. In the event that, after the
Closing Date, (i) the adoption of or any change in any law, treaty, rule,
regulation, guideline or determination of a court or Governmental Authority or
any change in the interpretation or application thereof by a court or
Governmental Authority, or (ii) compliance by Administrative Agent or any Lender
with any request or directive made or issued after the Closing Date (whether or
not having the force of law and whether or not the failure to comply therewith
would be unlawful) from any central bank or other Governmental Authority or
quasi-governmental authority:

                                  (A) subjects Administrative Agent or any
        Lender to any tax, duty or other charge of any kind with respect to the
        Commitment, this Agreement or any of the other Loan Documents, including
        the Notes or the Advances, or changes the basis of taxation of payments
        to Administrative Agent or such Lender of principal, fees, interest or
        any other amount payable hereunder, except for net income, gross
        receipts, gross profits or franchise taxes imposed by any jurisdiction
        and not specifically based upon loan transactions (all such non-excepted
        taxes, duties and other charges being hereinafter referred to as "Lender
        Taxes");

                                  (B) imposes, modifies or holds applicable, in
        the determination of Administrative Agent or any Lender, any reserve,
        special deposit, compulsory loan, FDIC insurance, capital allocation or
        similar requirement against assets held by, or deposits or other
        liabilities in or for the account of, advances or loans by, or other
        credit extended by, or any other acquisition of funds by, Administrative
        Agent or such Lender or any applicable lending office (except to the
        extent that the reserve and FDIC insurance requirements are reflected in
        the "Base Rate" or in determining the LIBOR Rate); or

                                  (C) imposes on Administrative Agent or any
        Lender any other condition materially more burdensome in nature, extent
        or consequence than those in existence as of the Closing Date,



                                       47
<PAGE>   53

and the result of any of the foregoing is to increase the cost to Administrative
Agent or any Lender of making, renewing, maintaining or participating in the
Advances or to reduce any amount receivable thereunder; then, in any such case,
Borrower shall promptly pay to Administrative Agent or such Lender, as
applicable, within seven (7) days after Borrower's receipt of written demand,
such amount or amounts (based upon a reasonable allocation thereof by
Administrative Agent or such Lender to the financing transactions contemplated
by this Agreement and affected by this Section 2.4(i)) as may be necessary to
compensate Administrative Agent or such Lender for any such additional cost
incurred or reduced amounts received. Administrative Agent or such Lender shall
deliver to Borrower and in the case of a delivery by such Lender, such Lender
shall also deliver to Administrative Agent, a written statement of the claimed
additional costs incurred or reduced amounts received and the basis therefor as
soon as reasonably practicable after such Lender obtains knowledge thereof. If
Administrative Agent or any Lender subsequently recovers any amount of Lender
Taxes previously paid by Borrower pursuant to this Section 2.4(i), whether
before or after termination of this Agreement, then, upon receipt of good funds
with respect to such recovery, Administrative Agent or such Lender will refund
such amount to Borrower if no Event of Default or Unmatured Event of Default
then exists or, if an Event of Default or Unmatured Event of Default then
exists, such amount will be credited to the Obligations in the manner determined
by Administrative Agent or such Lender.

                   (j) Certain Provisions Regarding LIBOR Advances.

                          (i) LIBOR Lending Unlawful. If any Lender shall
        determine (which determination shall, upon notice thereof to Borrower
        and Administrative Agent, be conclusive and binding on the parties
        hereto) that after the Closing Date the introduction of or any change in
        or in the interpretation of any law makes it unlawful, or any central
        bank or other Governmental Authority asserts that it is unlawful, for
        such Lender to make or maintain any Advance as a LIBOR Advance, (A) the
        obligations of such Lender to make or maintain any Advances as LIBOR
        Advances shall, upon such determination, forthwith be suspended until
        such Lender shall notify Administrative Agent that the circumstances
        causing such suspension no longer exist (and such Lender shall give
        notice if such circumstances no longer exist), and (B) if required by
        such law or assertion, the existing LIBOR Advances of such Lender shall
        automatically convert into Base Rate Advances.

                          (ii) Deposits Unavailable. If Administrative Agent
        shall have determined in good faith that adequate means do not exist for
        ascertaining the interest rate applicable hereunder to LIBOR Advances,
        then, upon notice from Administrative Agent to Borrower the obligations
        of all the Lenders to make or maintain Advances as LIBOR Advances shall
        forthwith be



                                       48
<PAGE>   54

        suspended until Administrative Agent shall notify Borrower that the
        circumstances causing such suspension no longer exist. Administrative
        Agent will give such notice when it determines, in good faith, that such
        circumstances no longer exist; provided, however, that neither
        Administrative Agent nor any Lender shall have any liability to any
        Person with respect to any delay in giving such notice.

                          (iii) Fixed Rate Price Adjustment. Borrower
        acknowledges that prepayment or acceleration of a LIBOR Advance during
        an Interest Period shall result in the Lenders incurring additional
        costs, expenses and/or liabilities and that it is extremely difficult
        and impractical to ascertain the extent of such costs, expenses and/or
        liabilities. (For all purposes of this subparagraph (iii), any Advance
        not being made as a LIBOR Advance in accordance with the Notice of
        Borrowing therefor, as a result of Borrower's cancellation thereof,
        shall be treated as if such LIBOR Advance had been prepaid.) Therefore,
        on the date a LIBOR Advance is prepaid or the date all sums payable
        hereunder become due and payable, by acceleration or otherwise ("Price
        Adjustment Date"), Borrower shall pay to Administrative Agent, for the
        account of each Lender, in addition to all other sums then owing, an
        amount ("Fixed Rate Price Adjustment") equal to the then present value
        of (A) the amount of interest that would have accrued on the LIBOR
        Advance for the remainder of the Interest Period at the rate applicable
        to such LIBOR Advance, less (B) the amount of interest that would accrue
        on the same LIBOR Advance for the same period if the LIBOR Rate were set
        on the Price Adjustment Date. The present value shall be calculated by
        using as a discount rate the LIBOR Rate quoted on the Price Adjustment
        Date.

                   By initialing this provision where indicated Borrower waives
                   any right Borrower may have under California Civil Code
                   Section 2954.10 to repay any LIBOR Advances, in whole or in
                   part, without payment of the Fixed Rate Price Adjustment upon
                   acceleration of the maturity date of such Advances, and
                   Borrower further confirms that the Lenders' agreement to make
                   LIBOR Advances at the interest rates and on the other terms
                   set forth herein constitutes adequate and valuable
                   consideration, given individual weight by Borrower, for this
                   waiver and agreement.

                   BORROWER'S INITIALS:               _______________________


        Within seven (7) days after Borrower's receipt of written notice from
        Administrative Agent, Borrower shall immediately pay to Administrative
        Agent, for the account of the Lenders, the Fixed Rate Price Adjustment
        as calculated by Administrative Agent. Such written notice (which shall
        include



                                       49
<PAGE>   55

        calculations in reasonable detail) shall, in the absence of manifest
        error, be conclusive and binding on the parties hereto.

                          (iv) Borrower understands, agrees and acknowledges the
        following: (A) no Lender has any obligation to purchase, sell and/or
        match funds in connection with the use of the LIBOR Rate as a basis for
        calculating the rate of interest on a LIBOR Rate Advance or a Fixed Rate
        Price Adjustment; (B) the LIBOR Rate is used merely as a reference in
        determining such rate and/or Fixed Rate Price Adjustment; and (C)
        Borrower has accepted the LIBOR Rate as a reasonable and fair basis for
        calculating such rate and a Fixed Rate Price Adjustment. Borrower
        further agrees to pay the Fixed Rate Price Adjustment and Lender Taxes,
        if any, whether or not a Lender elects to purchase, sell and/or match
        funds.

                   (k) Withholding Tax Exemption. At least five (5) Business
Days prior to the first day on which interest or fees are payable hereunder for
the account of any Lender, each Lender that is not incorporated under the laws
of the United States of America, or a state thereof, agrees that it will deliver
to Administrative Agent and Borrower two (2) duly completed copies of United
States Internal Revenue Service Form W-8BEN or Form W-8ECI (and any necessary
Form W-8IMY), certifying in either case that such Lender is entitled to receive
payments under this Agreement without deduction or withholding of any United
States federal income taxes and a valid and duly completed and executed Internal
Revenue Service Form W-8 or W-9. Each Lender which so delivers a Form W-8BEN or
Form W-8ECI further undertakes to deliver to Administrative Agent and Borrower
two (2) additional copies of such form (or any applicable successor form) on or
before the date that such form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent forms so delivered
by it, and such amendments thereto or extensions or renewals thereof as may be
reasonably requested by Administrative Agent or Borrower, in each case
certifying that such Lender is entitled to receive payments under this Agreement
without deduction or withholding of any United States federal income taxes,
unless an event (including without limitation any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form with
respect to it and such Lender advises Administrative Agent that it is not
capable of receiving payments without any deduction or withholding of United
States federal income taxes. If any Lender cannot deliver such form, then
Borrower may withhold from such payments such amounts as are required by the
Code.



                                       50
<PAGE>   56

               2.5 Fees.

                   (a) Fees. Borrower shall pay to Administrative Agent the fees
in respect of the Commitment pursuant to a separate agreement between
Administrative Agent and Borrower.

                   (b) Facility Fee. Until the Obligations are paid in full and
this Agreement is terminated or, if sooner, the date the Commitment terminates,
and subject to Section 10.4(b), Borrower shall pay to Administrative Agent, for
the account of each Lender, a fee (the "Facility Fee") in an amount equal to (i)
the Commitment multiplied by (ii) the Applicable Facility Fee Rate. The Facility
Fee shall be payable, in the manner provided in Section 2.5(e), in arrears on
the first Business Day of each Fiscal Quarter, and shall be payable on the
Maturity Date or, if sooner, the date the Commitment terminates or on the date
of payment in full of all Obligations. The Facility Fee shall be prorated for
any period of less than a full Fiscal Quarter.

                   (c) Agency Fees. Borrower shall pay Administrative Agent such
fees as are provided for in the agency fee agreement between Administrative
Agent and Borrower, as in existence from time to time.

                   (d) Extension Fee. Borrower shall pay to Administrative
Agent, for distribution to each Lender (for purposes of this Section 2.5(d),
collectively, the "approving Lenders") which approved the extension and which
holds a Pro Rata Share of the Commitment following the approval of such
extension pursuant to Section 2.1(e), and to each new Lender which purchased the
Pro Rata Share of a dissenting Lender pursuant to Section 2.1(e), a fee in an
amount equal to, as applicable, (i) 0.30% of the Commitment payable to each such
approving Lender or new Lender with a Pro Rata Share of the Commitment equal to
or greater than $50,000,000, or (ii) 0.20% of the Commitment payable to each
such approving Lender or new Lender with a Pro Rata Share of the Commitment of
less than $50,000,000. Such fee shall be due and payable by Borrower to
Administrative Agent for the benefit of the approving Lenders within three (3)
Business Days after Borrower's receipt of written notice from Administrative
Agent of the approval of the extension and by Borrower to Administrative Agent
for the benefit of each such new Lender within three (3) Business Days after
such new Lender purchases such new Lender's Pro Rata Share of the Commitment.

                   (e) Payment of Fees. The fees described in this Section 2.5
represent compensation for services rendered and to be rendered separate and
apart from the lending of money or the provision of credit and do not constitute
compensation for the use, detention or forbearance of money, and the obligation
of Borrower to pay the fees described herein shall be in addition to, and not in
lieu of, the obligation of Borrower to pay interest, other fees and expenses
otherwise described in



                                       51
<PAGE>   57

this Agreement. All fees shall be payable when due in immediately available
funds and shall be nonrefundable when paid. If Borrower fails to make any
payment of fees or expenses specified or referred to in this Agreement due to
Administrative Agent or the Lenders, including without limitation those referred
to in this Section 2.5, in Section 11.1, or otherwise under this Agreement or
any separate fee agreement between Borrower and Administrative Agent or any
Lender relating to this Agreement, when due, the amount due shall bear interest
until paid at the Base Rate and after ten (10) days at the rate specified in
Section 2.4(f) (but not to exceed the maximum rate permitted by applicable law),
and shall constitute part of the Obligations. The Facility Fee shall be
calculated on the basis of a 360-day year and the actual number of days elapsed.

               2.6 Payments.

                   (a) Voluntary Prepayments. Subject to Section 2.1A(a)(iii),
Borrower may, upon not less than three (3) Business Days prior written notice to
Administrative Agent not later than 11:00 A.M. (San Francisco time) on the date
given, at any time and from time to time, prepay any Advances in whole or in
part. Any notice of prepayment given to Administrative Agent under this Section
2.6(a) shall specify the date of prepayment and the aggregate principal amount
of the prepayment. In the event of a prepayment of LIBOR Advances, Borrower
shall pay any Fixed Rate Price Adjustment payable in respect thereof in
accordance with Section 2.4(j). Administrative Agent shall provide to each
Lender a confirming copy of such notice on the same Business Day such notice is
received.

                   (b) Manner and Time of Payment. All payments of principal,
interest and fees hereunder payable to Administrative Agent or the Lenders shall
be made without condition or reservation of right and free of set-off or
counterclaim, in Dollars and by wire transfer (pursuant to Administrative
Agent's written wire transfer instructions) of immediately available funds, to
Administrative Agent, for the account of each Lender entitled thereto not later
than 11:00 A.M. (San Francisco time) on the date due; and funds received by
Administrative Agent after that time and date shall be deemed to have been paid
on the next succeeding Business Day.

                   (c) Payments on Non-Business Days. Whenever any payment to be
made by Borrower hereunder shall be stated to be due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day and
such extension of time shall be included in the computation of the payment of
interest hereunder and of any of the fees specified in Section 2.5, as the case
may be.

                   2.7 Notice of Increased Costs. Each Lender agrees that, as
promptly as reasonably practicable after it becomes aware of the occurrence of
an event or the existence of a condition which would cause it to be affected by
any of the events or conditions described in Section 2.4(i) or (j), it will
notify Borrower, and



                                       52
<PAGE>   58

provide a copy of such notice to Administrative Agent, of such event and the
possible effects thereof, provided that the failure to provide such notice shall
not affect such Lender's rights to reimbursement provided for herein. Provided
no Event of Default or Unmatured Event of Default has occurred and is
continuing, Borrower shall have the right (the "Payoff Right") to pay to such
Lender all principal, accrued and unpaid interest and any other amounts
(collectively, the "Payoff Amount") due such Lender under this Agreement and the
other Loan Documents (including amounts due such Lender under Section 2.4(i)).
Borrower may exercise the Payoff Right only by delivering written notice of
Borrower's exercise of such Payoff Right to such Lender, the Administrative
Agent and the other Lenders within 15 days after Borrower's receipt of written
notice from such Lender that Borrower owes amounts under Section 2.4(i) and
thereafter paying, in immediately available funds, the Payoff Amount to such
Lender within such 15-day period. Upon such Lender's receipt of the Payoff
Amount, such Lender's Pro Rata Share of the Commitment shall be terminated, the
Commitment shall be reduced by an amount equal to such Lender's Pro Rata Share
of the Commitment and the Pro Rata Shares of the Commitment of the remaining
Lenders shall be adjusted and the Administrative Agent shall give written notice
to each of the Lenders of the adjusted Pro Rata Shares.

                   2.8 Voluntary Termination or Reduction of Commitment. At any
time prior to the Maturity Date, Borrower may, upon not less than 5 Business
Days' prior written notice to the Administrative Agent, terminate the Commitment
in effect or permanently reduce the Commitment in effect by an aggregate minimum
amount of Twenty-Five Million Dollars ($25,000,000) or any multiple of Five
Million Dollars ($5,000,000) in excess thereof; provided, however, that no such
termination or reduction shall be permitted if, after giving effect thereto and
to any prepayment of Advances made on the effective date of such termination or
reduction, as the case may be, the then outstanding principal amount of the
Advances would exceed the Commitment in effect; provided further, however, that
once terminated or reduced in accordance with this Section 2.8, the Commitment
in effect may not thereafter be reinstated or increased (provided that, if the
Commitment is reduced (but not terminated) pursuant to this Section 2.8, the
Commitment may thereafter be increased pursuant to Section 2.9); and provided
further, however, that although the Commitment in effect may be terminated
entirely pursuant to this Section 2.8, the Commitment in effect shall not be
reduced below One Hundred Million Dollars ($100,000,000). All accrued and unpaid
fees due under Section 2.5 with respect to the portion of the Commitment in
effect being terminated or reduced shall be paid to the Administrative Agent on
the funding date of such termination or reduction.

               2.9 Optional Increase to the Commitment.

                   (a) Provided that no Event of Default or Unmatured Event of
Default then exists, Borrower may at any time prior to the date occurring ninety
(90)



                                       53
<PAGE>   59

days prior to the original Maturity Date request in writing that the then
effective Commitment be increased to $325,000,000 minus the amount of any
reductions to the Commitment pursuant to Section 2.7 and/or Section 2.8, in
accordance with the provisions of this Section. Any request under this Section
shall be submitted by Borrower to the Lenders through Administrative Agent not
less than thirty days prior to the proposed increase, specify the proposed
effective date and amount of such increase and be accompanied by (i) an
Officer's Certificate of the REIT stating that no Event of Default or Unmatured
Event of Default exists as of the date of the request or will result from the
requested increase, (ii) a written consent to the increase in the amount of the
Commitment executed by the REIT (in its capacity as "Guarantor" under the
Guaranty) and (iii) the satisfaction of all conditions precedent specified in
Section 3.2. Borrower may also specify any fees offered to those Lenders which
agree to an increase in the amount of their respective Pro Rata Shares of the
Commitment (which fees may be variable based upon the amount which any such
Lender is willing to assume as an increase to the amount of its Pro Rata Share
of the increased Commitment). The consent of the Lenders, as such, shall not be
required for an increase in the amount of the Commitment pursuant to this
Section.

                   (b) Each Lender may approve or reject a request for an
increase in the amount of the Commitment in its sole and absolute discretion
and, absent an affirmative written response within fifteen days after receipt of
such request, shall be deemed to have rejected the request. The rejection of
such a request by any number of Lenders shall not affect Borrower's right to
increase the Commitment pursuant to this Section as a result of, and with
respect to the Pro Rata Shares of, those Lenders that approve such increase and
such additional Lenders that join this Agreement in accordance with clause (e)
of this Section. Notwithstanding any other provision hereof, no Lender which
rejects a request for an increase in the Commitment shall be (i) subject to
removal as a Lender, (ii) obligated to lend any amount greater than its original
Pro Rata Share of the original Commitment, or (iii) deemed to be in default in
any respect hereunder.

                   (c) In responding to a request under this Section, each
Lender which is willing to increase the amount of its Pro Rata Share of the
increased Commitment shall specify the amount of the proposed increase which it
is willing to assume. Each consenting Lender shall be entitled to participate
ratably (based on its Pro Rata Share of the Commitment before such increase) in
any resulting increase in the Commitment, subject to the right of Administrative
Agent to adjust allocations of the increased Commitment so as to result in the
amounts of the Pro Rata Shares of the Lenders being in integral multiples of
$1,000,000.

                   (d) If the aggregate principal amount offered to be assumed
by the consenting Lenders is less than the amount requested, Borrower may (i)
reject the proposed increase in its entirety, (ii) accept the offered amounts or
(iii) designate new



                                       54
<PAGE>   60

lenders who qualify as eligible assignees under Section 11.20 and which are
reasonably acceptable to Administrative Agent as additional Lenders hereunder in
accordance with clause (e) of this Section (each, a "New Lender"), which New
Lenders may assume the amount of the increase in the Commitment that has not
been assumed by the consenting Lenders.

                   (e) Each New Lender designated by Borrower and reasonably
acceptable to Administrative Agent shall become an additional party hereto as a
New Lender concurrently with the effectiveness of the proposed increase in the
Commitment upon its execution of an instrument of joinder to this Agreement
which is in form and substance acceptable to Administrative Agent and which, in
any event, contains the representations, warranties, indemnities and other
protections afforded to Administrative Agent and the other Lenders which would
be granted or made by an eligible assignee under Section 11.20 by means of the
execution of an Assignment and Assumption.

                   (f) Subject to the foregoing, any increase to the Commitment
requested under this Section shall be effective as of the date proposed by
Borrower and shall be in the principal amount equal to (i) the amount which
consenting Lenders are willing to assume as increases to the amount of their
respective Pro Rata Shares plus (ii) the amount offered by any New Lenders. Upon
the effectiveness of any such increase, Borrower shall issue replacement Notes
to each affected Lender and new Notes to each New Lender, and the percentage Pro
Rata Share of each Lender will be adjusted, higher or lower as needed, to give
effect to the increase in the Commitment and set forth in a new Schedule 1.1
issued by Administrative Agent.


                                    ARTICLE 3
                             CONDITIONS TO ADVANCES

                   3.1 Conditions to Initial Advances. The obligation of the
Lenders to make the initial Advances shall be subject to the satisfaction or
waiver by the Requisite Lenders of each of the following conditions precedent on
or before May 5, 2000:

                   (a) Borrower Loan Documents. Borrower shall have executed and
delivered to Administrative Agent each of the following, in form and substance
acceptable to Administrative Agent and each other Lender:

                          (i) this Agreement;

                          (ii) the Notes; and

                          (iii) all other documents which Administrative Agent
        reasonably requires to be executed by or on behalf of Borrower.



                                       55
<PAGE>   61

                   (b) REIT Loan Documents. The REIT shall have executed and
delivered to Administrative Agent each of the following, in form and substance
acceptable to Administrative Agent and each other Lender:

                          (i) the Guaranty; and

                          (ii) all other documents which Administrative Agent
        reasonably requires to be executed by or on behalf of the REIT.

                   (c) Corporate and Partnership Documents. Administrative Agent
shall have received the corporate and partnership formation and other governing
documents of the Borrower and the REIT, and a certificate of each such entity's
Secretary or an officer comparable thereto with respect to authorization,
incumbency and all organizational documents.

                   (d) Solvency. Each of the REIT and Borrower shall be Solvent
and shall have delivered to Administrative Agent a Solvency Certificate to that
effect.

                   (e) Fees and Expenses. Administrative Agent shall have
received all fees then due to Administrative Agent and to the Lenders and shall
have received reimbursement for all costs and expenses for which Borrower is
obligated pursuant to Section 11.1 and for which Borrower has received an
invoice, and Borrower shall have performed all of its other obligations as set
forth in the Loan Documents to make payments to Administrative Agent on or
before the Closing Date and all expenses of Administrative Agent incurred prior
to such Closing Date and for which Borrower has received an invoice shall have
been paid by Borrower.

                   (f) Opinion of Counsel. Administrative Agent shall have
received, on behalf of Administrative Agent and the Lenders, favorable opinions
of counsel for Borrower and the REIT dated as of the Closing Date, in form and
substance reasonably satisfactory to Administrative Agent, the Lenders and their
respective counsel.

                   (g) Consents and Approvals. All material licenses, permits,
consents, regulatory approvals and corporate action necessary to enter into the
financing transactions contemplated by this Agreement shall have been obtained
by Borrower and the REIT.

                   (h) Adjusting Purchase Payments. The applicable Lenders shall
have made the Adjusting Purchase Payments as specified in Section 2.1(f).

                   (i) City National Bank Loan. Administrative Agent shall have
received copies of all of the documents evidencing the City National Bank Loan
and



                                       56
<PAGE>   62

shall have approved (which approval shall not be unreasonably withheld) such
documents.

                   3.2 Conditions Precedent to All Advances. The obligation of
each Lender to make any Advance (including the initial Advance) requested to be
made by it, on any date, is subject to the satisfaction or waiver by the
Requisite Lenders of the following conditions precedent as of such date:

                   (a) Notice of Borrowing. With respect to a request for an
Advance, Administrative Agent shall have received, on or before the Funding Date
and in accordance with the provisions of Section 2.1(b), an original and duly
executed Notice of Borrowing.

                   (b) Additional Matters. As of the Funding Date for any
Advance and after giving effect to the Advance being requested:

                          (i) No Default. After giving effect to the requested
        Advance, no Event of Default or Unmatured Event of Default shall have
        occurred and be continuing or would result from the making of the
        requested Advance (it being intended that the Lenders shall have no
        obligation to fund any Advance during the period allowed under this
        Agreement for cure of any event or condition which, if not cured during
        such period, would become an Event of Default), and all of the covenants
        contained in Sections 7.3 and 7.4, and Article 8 shall be satisfied;

                          (ii) Representations and Warranties. All of the
        representations and warranties contained in this Agreement and in any
        other Loan Document (other than those representations and warranties
        which expressly provide that they speak as of a certain date (e.g., "as
        of the Closing Date")) shall be true and correct in all material
        respects on and as of such Funding Date, as though made on and as of
        such date, and Borrower shall so certify;

                          (iii) No Material Adverse Change (Borrower and REIT).
        No change shall have occurred which shall have a Material Adverse Effect
        on Borrower or the REIT, as determined by Administrative Agent;

                          (iv) Material Adverse Change (Unencumbered Asset). If
        a change shall have occurred which shall have a Material Adverse Effect
        on any Unencumbered Asset or the operating performance thereof, as
        determined by Administrative Agent, the Unencumbered Asset Value of such
        Unencumbered Asset shall not be included in the aggregate Unencumbered
        Asset Value of the Unencumbered Pool for purposes of Section 2.1(a)(y);



                                       57
<PAGE>   63
                          (v) Litigation Proceedings. There shall not have been
        instituted or threatened, any litigation or proceeding in any court or
        before any Governmental Authority affecting or threatening to affect
        Borrower or the REIT which, if adversely determined, would have a
        Material Adverse Effect on Borrower or the REIT, as reasonably
        determined by Administrative Agent; and

                          (vi) Compliance with Section 8.5. Borrower shall be in
        compliance with Section 8.5 after such Advance is made.

Each submission by Borrower to Administrative Agent of a Notice of Borrowing
with respect to an Advance and the acceptance by Borrower of the proceeds of
each such Advance made hereunder shall constitute a representation and warranty
by Borrower as of the Funding Date in respect of such Advance that all the
conditions contained in this Section 3.2 have been satisfied.

                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

                   4.1 Representations and Warranties as to Borrower, Etc. In
order to induce the Lenders to make the Advances, Borrower hereby represents and
warrants to Administrative Agent and the Lenders as follows:

                   (a) Organization; Partnership Powers. Borrower (i) is a
limited partnership duly organized, validly existing and in good standing under
the laws of Maryland, (ii) is duly qualified to do business as a foreign limited
partnership and in good standing under the laws of California and each other
jurisdiction in which it owns or leases real property or in which the nature of
its business requires it to be so qualified, except for those jurisdictions
where failure to so qualify and be in good standing would not have a Material
Adverse Effect on Borrower, and (iii) has all requisite partnership power and
authority to own, operate and encumber its Property and assets and to conduct
its business as presently conducted and as proposed to be conducted in
connection with and following the consummation of the transactions contemplated
by the Loan Documents.

                   (b) Authority. Borrower has the requisite partnership power
and authority to execute, deliver and perform each of the Loan Documents to
which it is or will be a party. The execution, delivery and performance thereof,
and the consummation of the transactions contemplated thereby, have been duly
authorized by all necessary actions. Each of the Loan Documents to which
Borrower is a party has been duly and validly executed and delivered by Borrower
and constitutes its legal, valid and binding obligation, enforceable against it
in accordance with its terms, subject to bankruptcy, insolvency and other laws
affecting creditors' rights generally and general equitable principles.



                                       58
<PAGE>   64

                   (c) Ownership of Borrower. All of the Partnership Units of
Borrower are validly issued and non-assessable and as of the Closing Date are
owned of record in the percentage amounts and by the Persons set forth on
Schedule 4.1(c), as amended from time to time. As of the Closing Date, the REIT
owns 63,316,424 Partnership Units of Borrower, free and clear of any Liens. Such
Partnership Units were offered and sold in compliance in all material respects
with all Requirements of Law (including, without limitation, federal and state
securities laws). Except as set forth in Schedule 4.1(c), there are no
outstanding securities convertible into or exchangeable for Partnership Units of
Borrower, or options, warrants or rights to purchase any such Partnership Units,
or commitments of any kind for the issuance of additional Partnership Units or
any such convertible or exchangeable securities or options, warrants or rights
to purchase such Partnership Units. The REIT is the sole general partner of
Borrower.

                   (d) No Conflict. The execution, delivery and performance by
Borrower of the Loan Documents to which it is or will be a party, and each of
the transactions contemplated thereby, do not and will not (i) conflict with or
violate Borrower's limited partnership agreement or certificate of limited
partnership or other organizational documents, as the case may be, or (ii)
conflict with, result in a breach of or constitute (with or without notice or
lapse of time or both) a default under any Requirement of Law, Contractual
Obligation or Court Order of or binding upon Borrower, which would have a
Material Adverse Effect on Borrower or (iii) require termination of any
Contractual Obligation, which termination would have a Material Adverse Effect
on Borrower or (iv) result in or require the creation or imposition of any Lien
whatsoever upon any of the Properties or assets of Borrower (other than
Permitted Liens).

                   (e) Consents and Authorizations. Borrower has obtained all
consents and authorizations required pursuant to its Contractual Obligations
with any other Person, and shall have obtained all consents and authorizations
of, and effected all notices to and filings with, any Governmental Authority, as
may be necessary to allow Borrower to lawfully execute, deliver and perform its
obligations under the Loan Documents to which Borrower is a party, except to the
extent that failure to obtain any such consent or authorization or to effect
such notice or filing would not have a Material Adverse Effect on Borrower.

                   (f) Governmental Regulation. Neither Borrower nor the REIT is
subject to regulation under the Public Utility Holding Company Act of 1935, the
Federal Power Act, the Interstate Commerce Act, the Investment Company Act of
1940 or any other federal or state statute or regulation such that its ability
to incur indebtedness is limited or its ability to consummate the transactions
contemplated by the Loan Documents is materially impaired.



                                       59
<PAGE>   65

                   (g) Financial Statements; Projections and Forecasts. Each of
the financial statements to be delivered to Administrative Agent pursuant to
Sections 5.1(b) and (c) (i) has been, or will be, as applicable, prepared in
accordance with the books and records of the REIT and the Consolidated Entities
on a consolidated basis, and (ii) either fairly present in all material
respects, or will fairly present in all material respects, as applicable, the
financial condition of the REIT and the Consolidated Entities on a consolidated
basis, at the dates thereof (and, if applicable, subject to normal year-end
adjustments) and the results of its operations and cash flows, on a consolidated
basis, for the period then ended. Each of the projections delivered to
Administrative Agent prior to the date hereof and each of the projected
consolidated cash flows to be delivered to Administrative Agent pursuant to
Section 5.1(e), (A) has been, or will be, as applicable, prepared by the REIT in
light of the past business and performance of the REIT or its predecessors in
interest on a consolidated basis and (B) represent, or will represent, as of the
date thereof, the reasonable good faith estimates of the REIT's financial
personnel as of their respective dates.

                   (h) Prior Operating Statements. Each of the operating
statements pertaining to each of the Unencumbered Assets in the Unencumbered
Pool prepared by Borrower and delivered to Administrative Agent prior to the
date hereof was prepared in accordance with GAAP in effect on the date such
operating statement of each such Unencumbered Asset was prepared and fairly
presents the results of operations of such Unencumbered Asset for the period
then ended; provided, however, that no representation is made with respect to
any period prior to the ownership of such Unencumbered Asset by Borrower.

                   (i) Unencumbered Pool Statements and Projections. Each of the
Unencumbered Pool Statements to be delivered to Administrative Agent pursuant to
Section 5.1(f) (i) has been or will be, as applicable, prepared in accordance
with the books and records of the applicable Unencumbered Asset and (ii) fairly
presents or will fairly present in all material respects, as applicable, the
results of operations of such Unencumbered Asset for the period then ended;
provided, however, that no representation is made with respect to any period
prior to the ownership of such Unencumbered Asset by Borrower.

                   (j) Litigation; Adverse Effects.

                          (i) Except as otherwise disclosed on Schedule 4.1(j),
        there is no action, suit, proceeding, governmental investigation or
        arbitration, at law or in equity, or before or by any Governmental
        Authority, pending or, to the best of Borrower's knowledge, threatened
        against Borrower or any Property of Borrower which, if adversely
        determined, would result in a Material Adverse Effect on Borrower.



                                       60
<PAGE>   66

                          (ii) Borrower is not (A) in violation of any
        applicable law, which violation has a Material Adverse Effect on
        Borrower, or (B) subject to or in default with respect to any Court
        Order which has a Material Adverse Effect on Borrower. There are no
        material Proceedings pending or, to the best of Borrower's knowledge,
        threatened against Borrower or any Unencumbered Asset which, if
        adversely decided, would have a Material Adverse Effect on Borrower.

                   (k) No Material Adverse Change. Since December 31, 1998, (i)
there has occurred no event which has a Material Adverse Effect on Borrower, and
(ii) no material adverse change in Borrower's ability to perform its obligations
under the Loan Documents to which it is a party or the transactions contemplated
thereby has occurred.

                   (l) Payment of Taxes. All tax returns and reports to be filed
by Borrower have been timely filed, and all taxes, assessments, fees and other
governmental charges shown on such returns or otherwise payable by Borrower have
been paid when due and payable (other than real property taxes, which may be
paid prior to delinquency so long as no penalty or interest shall attach
thereto), except such taxes, if any, as are reserved against in accordance with
GAAP and are being contested in good faith by appropriate proceedings or such
taxes, the failure to make payment of which when due and payable will not have,
in the aggregate, a Material Adverse Effect on Borrower. Borrower has no
knowledge of any proposed tax assessment against Borrower that will have a
Material Adverse Effect on Borrower, which is not being actively contested in
good faith by Borrower.

                   (m) Material Adverse Agreements. Borrower is not a party to
or subject to any Contractual Obligation or other restriction contained in its
limited partnership agreement, certificate of limited partnership or similar
governing documents which has a Material Adverse Effect on Borrower.

                   (n) Performance. Borrower is not in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any Contractual Obligation applicable to it, and no
condition exists which, with the giving of notice or the lapse of time or both,
would constitute a default under such Contractual Obligation, except where the
consequences, direct or indirect, of such default or defaults, if any, will not
have a Material Adverse Effect on Borrower.

                   (o) Federal Reserve Regulations. No part of the proceeds of
the Advances hereunder will be used to purchase or carry any "margin security"
as defined in Regulation U or for the purpose of reducing or retiring any
indebtedness which was originally incurred to purchase or carry any margin
security or for any other purpose which might constitute this transaction a
"purpose credit" within the meaning



                                       61
<PAGE>   67

of said Regulation U. Neither Borrower nor the REIT is engaged primarily in the
business of extending credit for the purpose of purchasing or carrying out any
"margin stock" as defined in Regulation U. No part of the proceeds of the
Advances hereunder will be used for any purpose that violates, or which is
inconsistent with, the provisions of Regulation X or any other regulation of the
Federal Reserve Board.

                   (p) Disclosure. The representations and warranties of
Borrower contained in the Loan Documents and all certificates, financial
statements and other documents delivered to Administrative Agent in connection
therewith, do not contain any untrue statement of a material fact or omit to
state a material fact necessary, in order to make the statements contained
herein or therein, in light of the circumstances under which they were made, not
misleading; provided no representation is made as to any information in the
financial reports for any Real Property prior to its ownership by Borrower. The
factual information in any document, certificate or written statement
(including, without limitation, the S-11) furnished to the Administrative Agent
by or on behalf of the REIT or any other Consolidated Entity with respect to the
business, assets, prospects, results of operations or financial condition of the
REIT, Borrower or any other Consolidated Entity, including operating statements
and Rent Rolls for periods when the Real Property covered by such statements or
Rent Rolls is owned by Borrower, for use in connection with the transactions
contemplated by this Agreement, was true and correct in all material respects as
of the applicable date. There is no fact known to the REIT, Borrower or any
Consolidated Entity that has a Material Adverse Effect on Borrower, the REIT
and/or any such Consolidated Entity or could reasonably be expected to have a
Material Adverse Effect on Borrower, the REIT and/or any such Consolidated
Entity, which has not been disclosed herein or in such other documents,
certificates and statements. Borrower has given to Administrative Agent true,
correct and complete copies of all Major Agreements, organizational documents,
financial statements of the REIT and the Consolidated Entities, Unencumbered
Pool Statements and all other documents and instruments referred to in the Loan
Documents as having been delivered to Administrative Agent. Borrower has not
intentionally withheld any material fact from Administrative Agent in regard to
any matter raised in the Loan Documents which would cause its representations
and warranties to be misleading. Notwithstanding the foregoing, with respect to
projections of Borrower's future performance such representations and warranties
are made in good faith and to the best judgment of Borrower as of the date
thereof.

                   (q) Requirements of Law. The REIT and the Consolidated
Entities are in compliance with all Requirements of Law (including without
limitation the Securities Act and the Securities Exchange Act, and the
applicable rules and regulations thereunder, state securities law and "Blue Sky"
laws) applicable to it and its respective businesses, in each case, where the
failure to so comply will have a Material Adverse Effect on any such Person. The
REIT has made all filings with and



                                       62
<PAGE>   68

obtained all consents of the Commission required under the Securities Act and
the Securities Exchange Act in connection with the execution, delivery and
performance by the REIT of the Loan Documents.

                   (r) Patents, Trademarks, Permits, etc. The REIT and the
Consolidated Entities own, are licensed or otherwise have the lawful right to
use, or have, all permits and other governmental approvals, patents, trademarks,
trade names, copyrights, technology, know-how and processes used in or necessary
for the conduct of each such Person's business as currently conducted, the
absence of which would have a Material Adverse Effect upon such Person. The use
of such permits and other governmental approvals, patents, trademarks, trade
names, copyrights, technology, know-how and processes by each such Person does
not infringe on the rights of any Person, subject to such claims and
infringements as do not, in the aggregate, give rise to any liability on the
part of any such Person which would have a Material Adverse Effect on any such
Person.

                   (s) Environmental Matters. Except as set forth on Schedule
4.1(s) or in any phase I environmental or other reports delivered to
Administrative Agent, to the best knowledge of Borrower (i) the operations of
the REIT and Borrower comply in all material respects with all applicable,
local, state and federal environmental, health and safety Requirements of Law
("Environmental Laws"); (ii) none of the Unencumbered Assets or operations
thereon are subject to any Remedial Action or other Liabilities and Costs
arising from the Release or threatened Release of a Contaminant into the
environment in violation of any Environmental Laws, which Remedial Action or
other Liabilities and Costs would have a Material Adverse Effect on Borrower
and/or the REIT; (iii) neither the REIT nor Borrower has filed any notice under
applicable Environmental Laws reporting a Release of a Contaminant into the
environment in violation of any Environmental Laws, except as the same may have
been heretofore remedied; (iv) there is not now on or in any Unencumbered Assets
(except in compliance in all material respects with all applicable Environmental
Laws): (A) any underground storage tanks, (B) any asbestos-containing material,
or (C) any polychlorinated biphenyls (PCB's) used in hydraulic oils, electrical
transformers or other equipment owned by such Person; and (v) neither the REIT
nor Borrower has received any notice or claim to the effect that it is or may be
liable to any Person as a result of the Release or threatened Release of a
Contaminant into the environment which would have a Material Adverse Effect on
the REIT or any of the Consolidated Entities.

                   (t) Solvency. Borrower is and will be Solvent after giving
effect to the disbursements of the Advances and the payment and accrual of all
fees then payable.



                                       63
<PAGE>   69

                   (u) Title to Assets. Borrower has good, indefeasible and
merchantable title to all Properties, including, without limitation, all
Unencumbered Assets, owned or leased by it.

                   (v) Management Agreements. Except as disclosed on Schedule
4.1(v) (as amended from time to time), Borrower is not a party or subject to any
management or "ground" leasing agreement with respect to any of the Properties
included within the Unencumbered Pool.

                   4.2 Representations and Warranties as to the REIT. In order
to induce Lenders to make the Advances, Borrower hereby represents and warrants
to Administrative Agent and the Lenders as follows:

                   (a) Organization; Corporate Powers. The REIT (i) is a
corporation duly organized, validly existing and in good standing under the laws
of Maryland, (ii) is duly qualified to do business as a foreign corporation and
in good standing under the laws of each jurisdiction in which it owns or leases
real property or in which the nature of its business requires it to be so
qualified, except for those jurisdictions where failure to so qualify and be in
good standing will not have a Material Adverse Effect on the REIT, and (iii) has
all requisite corporate power and authority to own, operate and encumber its
property and assets and to conduct its business as presently conducted and as
proposed to be conducted in connection with and following the consummation of
the transactions contemplated by the Loan Documents.

                   (b) Authority. The REIT has the requisite corporate power and
authority to execute, deliver and perform each of the Loan Documents to which it
is or will be a party. The execution, delivery and performance thereof, and the
consummation of the transactions contemplated thereby, have been duly authorized
by the Board of Directors of the REIT, and no other corporate proceedings on the
part of the REIT are necessary to consummate such transactions. Each of the Loan
Documents to which the REIT is a party has been duly executed and delivered by
the REIT and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, subject to bankruptcy, insolvency and
other laws affecting creditors' rights generally and general equitable
principles.

                   (c) No Conflict. The execution, delivery and performance by
the REIT of the Loan Documents to which it is party, and each of the
transactions contemplated thereby, do not and will not (i) conflict with or
violate its articles of incorporation, by-laws or other organizational
documents, (ii) conflict with, result in a breach of or constitute (with or
without notice or lapse of time or both) a default under any Requirement of Law,
Contractual Obligation or Court Order of or binding upon the REIT, which would
have a Material Adverse Effect on the REIT, (iii) require termination of any
Contractual Obligation, which termination would have a Material



                                       64
<PAGE>   70

Adverse Effect on the REIT, (iv) result in or require the creation or imposition
of any Lien whatsoever upon any of the Properties or assets of the REIT, or (v)
require any approval of the stockholders of the REIT.

                   (d) Consents and Authorizations. The REIT has obtained all
consents and authorizations required pursuant to its Contractual Obligations
with any other Person, and, prior to the Closing Date, shall have obtained all
consents and authorizations of, and effected all notices to and filings with,
any Governmental Authority, as may be necessary to allow the REIT to lawfully
execute, deliver and perform its obligations under the Loan Documents to which
the REIT is a party.

                   (e) Capitalization. All of the capital stock of the REIT has
been issued in compliance in all material respects with all applicable
Requirements of Law.

                      Litigation; Adverse Effects.

                          (i) There is no action, suit, proceeding, governmental
        investigation or arbitration, at law or in equity, by or before any
        Governmental Authority, pending or, to best of Borrower's knowledge,
        threatened against the REIT or any Property of the REIT, which will (A)
        result in a Material Adverse Effect on the REIT, (B) materially and
        adversely affect the ability of any party to any of the Loan Documents
        to perform its obligations thereunder, or (C) materially and adversely
        affect the ability of the REIT to perform its obligations as
        contemplated in the Loan Documents.

                          (ii) The REIT is not (A) in violation of any
        applicable law, which violation has a Material Adverse Effect on the
        REIT, or (B) subject to or in default with respect to any Court Order
        which has a Material Adverse Effect on the REIT. There are no
        Proceedings pending or, to the best of Borrower's knowledge, threatened
        against the REIT, which, if adversely decided, would have a Material
        Adverse Effect on the REIT or Borrower.

                   (g) No Material Adverse Change. Since December 31, 1998, (i)
there has occurred no event which has a Material Adverse Effect on the REIT, and
(ii) no material adverse change has occurred in the REIT's ability to perform
its obligations under the Loan Documents to which it is a party or the
transactions contemplated thereby.

                   (h) Payment of Taxes. All tax returns and reports to be filed
by the REIT have been timely filed, and all taxes, assessments, fees and other
governmental charges shown on such returns have been paid when due and payable,
except such taxes, if any, as are reserved against in accordance with GAAP and
are being contested in good faith by appropriate proceedings or such taxes, the
failure to



                                       65
<PAGE>   71

make payment of which when due and payable would not have, in the aggregate, a
Material Adverse Effect on the REIT. The REIT has no knowledge of any proposed
tax assessment against the REIT that would have a Material Adverse Effect on the
REIT, which is not being actively contested in good faith by the REIT.

                   (i) Material Adverse Agreements. The REIT is not a party to
or subject to any Contractual Obligation or other restriction contained in its
charter, by-laws or similar governing documents which has a Material Adverse
Effect on the REIT or the ability of the REIT to perform its obligations under
the Loan Documents to which it is a party.

                   (j) Performance. The REIT is not in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any Contractual Obligation applicable to it, and no
condition exists which, with the giving of notice or the lapse of time or both,
would constitute a default under such Contractual Obligation, except where the
consequences, direct or indirect, of such default or defaults, if any, would not
have a Material Adverse Effect on the REIT.

                   (k) Disclosure. The representations and warranties of the
REIT contained in the Loan Documents, and all certificates, financial statements
and other documents delivered to Administrative Agent in connection therewith,
do not contain any untrue statement of a material fact or omit to state a
material fact necessary, in order to make the statements contained herein or
therein, in light of the circumstances under which they were made, not
misleading. The REIT has not intentionally withheld any material fact from
Administrative Agent in regard to any matter raised in the Loan Documents which
would cause its representations and warranties to be misleading. Notwithstanding
the foregoing, with respect to projections of the REIT's future performance such
representations and warranties are made in good faith and to the best judgment
of the management of the REIT as of the date thereof.

                   (l) ERISA. Neither the REIT nor any ERISA Affiliate thereof
(including, for all purposes under this Section 4.2(1), Borrower and the other
Consolidated Entities) has in the past five (5) years maintained or contributed
to or currently maintains or contributes to any Benefit Plan other than the
Benefit Plans identified on Schedule 4.2(1) (as such Schedule may be amended
from time to time). Neither the REIT nor any ERISA Affiliate thereof has during
the past five (5) years maintained or contributed to or currently maintains or
contributes to any employee welfare benefit plan within the meaning of Section
3(1) of ERISA which provides benefits to retirees other than benefits required
to be provided under Section 4980B of the Code and Sections 601 through 608 of
ERISA (or any successor provisions thereto) or applicable state law. Neither the
REIT nor any ERISA Affiliate thereof is now contributing nor has it ever
contributed to or been obligated to contribute to any



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Multiemployer Plan, no employees or former employees of the REIT, or such ERISA
Affiliate, have been covered by any Multiemployer Plan in respect of their
employment by the REIT, and no ERISA Affiliate of the REIT has or is likely to
incur any withdrawal liability with respect to any Multiemployer Plan which
would have a Material Adverse Effect on the REIT.

                   (m) Solvency. The REIT is and will be Solvent after giving
effect to the disbursements of the Advances and the payment and accrual of all
fees then payable.

                   (n) Status as a REIT. The REIT (i) has, since the beginning
of its first taxable year, qualified and maintained, and shall maintain, its
classification as a real estate investment trust as defined in Section 856 of
the Code, (ii) has not engaged in any "prohibited transactions" as defined in
Section 856(b)(6)(iii) of the Code, (iii) for its current "tax year" (as defined
in the Code) is, and for all subsequent taxable years shall be entitled to a
dividends paid deduction which meets the requirements of Section 857 of the Code
and (iv) its ownership and method of operation enable it to meet the
requirements for taxation as a real estate investment trust under the Code.

                   (o) Ownership. As of the Closing Date, the REIT does not own
or have any direct interest in any other Person, other than its ownership of the
general partnership interests in Borrower and its ownership of all of the
ownership interests in Arden Realty Finance, Inc. and Arden Realty Finance II,
Inc.

                   (p) NYSE Listing. The common stock of the REIT is, and is
reasonably expected to be, listed for trading and traded on the New York Stock
Exchange.

                                    ARTICLE 5
                               REPORTING COVENANTS

                   Borrower covenants and agrees that, on and after the date
hereof, until payment in full of all of the Obligations, the expiration of the
Commitment and termination of this Agreement:

                   5.1 Financial Statements and Other Financial and Operating
Information. Borrower shall maintain or cause to be maintained a system of
accounting established and administered in accordance with sound business
practices and consistent with past practice to permit preparation of quarterly
and annual financial statements in conformity with GAAP, and each of the
financial statements described below shall be prepared on a consolidated basis
for the REIT and the other Consolidated Entities from such system and records.
Borrower shall deliver or cause



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<PAGE>   73

to be delivered to Administrative Agent (with copies of bound materials
sufficient for each Lender):

                   (a) Commission Filings. Promptly following their filing with
the Commission, copies of all required reports and filings filed with the
Commission, including, without limitation, the Annual Report on Form 10-K, the
Quarterly Reports on Form 10-Q, registration statements, proxy statements and
the annual reports delivered to the shareholders of the REIT and the
Consolidated Entities.

                   (b) Annual Financial Statements. Within ninety (90) days
after the close of each Fiscal Year, consolidated balance sheets, statements of
operations, stockholders' equity and cash flows for the REIT and the
Consolidated Entities (in the form provided to the Commission on the REIT's Form
10-K), audited and certified without qualification by the Accountants and
accompanied by a statement that, in the course of their audit (conducted in
accordance with GAAP), the Accountants obtained no knowledge that an Event of
Default or Unmatured Event of Default occurred. To the extent Administrative
Agent desires additional details or supporting information with respect to
Unconsolidated Joint Ventures or individual Real Properties which are not
Unencumbered Assets within the Unencumbered Pool and which details and
information are not contained in the REIT's Form 10-K, Borrower shall provide
Administrative Agent with such details or supporting information as
Administrative Agent requests which is reasonably available to Borrower. Without
limiting the foregoing, at Administrative Agent's request, within ninety (90)
days after the end of each Fiscal Year, Borrower, with respect to Real Property
which is not included within the Unencumbered Pool, shall provide to
Administrative Agent operating statements and a schedule setting forth the
percentage of leasable area leased to tenants in occupancy, with footnotes
indicating which leases are in default in rent payments by more than forty-five
(45) days (other than technical, nonmaterial disputes concerning percentage
rentals due) and any other material provisions in respect to which Borrower has
issued a notice of default, for such Real Property.

                   (c) Quarterly Financial Statements Certified by Officers. As
soon as practicable, and in any event within forty-five (45) days after the end
of each Fiscal Quarter, consolidated balance sheets, statements of operations,
stockholders' equity and statements of cash flow for the REIT and the
Consolidated Entities, prepared in accordance with GAAP, which may, in the case
of the first three Fiscal Quarters, be in the form provided to the Commission on
the REIT's Form 10-Q, and certified by the REIT's chief executive officer, chief
operating officer, chief financial officer or chief accounting officer.

                   (d) Officer's Certificate of Borrower. (i) Together with each
delivery of any financial statement pursuant to subsection (c) above, an
Officer's Certificate of the REIT, stating that the executive officer who is the
signatory thereto



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<PAGE>   74

(which officer shall be the chief executive officer, the chief operating
officer, the chief financial officer or the chief accounting officer of the
REIT) has reviewed, or caused under his or her supervision to be reviewed, the
terms of this Agreement and the other principal Loan Documents, and has made, or
caused to be made under his or her supervision, a review in reasonable detail of
the transactions and condition of the REIT and the Consolidated Entities during
the accounting period covered by such financial statements of the REIT and the
Consolidated Entities, and that such review has not disclosed the existence at
the end of such accounting period, and that the signers do not have knowledge of
the existence as of the date of the Officer's Certificate, of any condition or
event which constitutes an Event of Default or Unmatured Event of Default, or,
if any such condition or event exists, specifying the nature and period of
existence thereof and what action has been taken, is being taken and is proposed
to be taken with respect thereto; and (ii) together with each delivery pursuant
to subsection (c) above, a Compliance Certificate demonstrating in reasonable
detail (which detail shall include actual calculations and such supporting
information as Administrative Agent may reasonably require) compliance at the
end of such accounting periods with the covenants contained in Section 7.3 and
Article 8.

                   (e) Cash Flow Projections. As soon as practicable, and in any
event, within one hundred twenty (120) days after the end of each Fiscal Year,
projected consolidated cash flows for the REIT and the Consolidated Entities for
the following Fiscal Year. Borrower shall also provide such additional
supporting details as Administrative Agent may reasonably request.

                   (f) Unencumbered Pool Statements and Operating Results. As
soon as practicable, and in any event within forty-five (45) days after the end
of each Fiscal Quarter, quarterly operating statements for each Unencumbered
Asset in the Unencumbered Pool, in a form approved by Administrative Agent,
which operating statements shall include actual quarterly and year-to-date
operating income results, and Rent Rolls for each Unencumbered Asset within the
Unencumbered Pool dated as of the last day of such Fiscal Quarter (the
"Quarterly Unencumbered Pool Statements"), in form and substance satisfactory to
Administrative Agent, certified as being true and correct in all material
respects by the REIT's chief financial officer, chief accounting officer, chief
executive officer or chief operating officer. In addition, as soon as
practicable, and in any event within forty-five (45) days after the end of the
fourth Fiscal Quarter, a year-end operating statement, in form approved by
Administrative Agent, which operating statement shall include year-to-date net
operating income and net cash flow results for each Unencumbered Asset within
the Unencumbered Pool dated as of the last day of such Fiscal Quarter
(collectively, with the Quarterly Unencumbered Pool Statements, the
"Unencumbered Pool Statements"). Administrative Agent shall also have the right
to request (i) monthly operating statements for each Unencumbered Asset in the
Unencumbered Pool in form and substance similar to the quarterly operating
statements required above and (ii) the



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<PAGE>   75

foregoing information with respect to any Real Property owned by the REIT or any
Consolidated Entity.

                   (g) Budgets for Unencumbered Pool. Not later than fifteen
(15) days prior to the beginning of each Fiscal Year, annual operating budgets
(including, without limitation, overhead items and capital expenditures) for
each Unencumbered Asset in the Unencumbered Pool for such Fiscal Year, prepared
on an annual basis, in a form approved by Administrative Agent, together with
all supporting details reasonably requested by Administrative Agent, and
certified by the chief executive officer, chief operating officer, chief
financial officer or chief accounting officer of the REIT as being based upon
the REIT's reasonable good faith estimates, information and assumptions at the
time.

                   (h) Knowledge of Event of Default. Promptly upon a
Responsible Official of Borrower or the REIT obtaining knowledge (i) of any
condition or event which constitutes an Event of Default or Unmatured Event of
Default, or becoming aware that any Lender has given notice or taken any other
action with respect to a claimed Event of Default or Unmatured Event of Default
or (ii) of any condition or event which has a Material Adverse Effect on
Borrower or the REIT, an Officer's Certificate specifying the nature and period
of existence of any such condition or event, or specifying the notice given or
action taken by such Lender and the nature of such claimed Event of Default,
Unmatured Event of Default, event or condition, and what action Borrower and/or
the REIT has taken, is taking and proposes to take with respect thereto.

                   (i) Litigation, Arbitration or Government Investigation.
Promptly upon a Responsible Official of Borrower or the REIT obtaining knowledge
of (i) the institution of, or threat of, any material action, suit, proceeding,
governmental investigation or arbitration against or affecting Borrower or the
REIT not previously disclosed in writing by Borrower to Administrative Agent
pursuant to this Section 5.1(i) or (ii) any material development in any action,
suit, proceeding, governmental investigation or arbitration already disclosed,
which, in either case, has, or if adversely determined is reasonably likely to
have, a Material Adverse Effect on Borrower or the REIT, a notice thereof to
Administrative Agent and such other information as may be reasonably available
to it to enable Administrative Agent, the Lenders and their counsel to evaluate
such matters.

                   (j) ERISA Termination Event. As soon as possible, and in any
event within thirty (30) days after a Responsible Official of Borrower or the
REIT knows that a Termination Event has occurred, a written statement of the
chief financial officer of the REIT describing such Termination Event and the
action, if any, which Borrower, the REIT or any ERISA Affiliate of any of them
has taken, is taking or proposes to take, with respect thereto, and, when known,
any action taken or threatened by the IRS, the DOL or the PBGC with respect
thereto.



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<PAGE>   76

                   (k) Prohibited ERISA Transaction. As soon as possible, and in
any event within thirty (30) days, after a Responsible Official of Borrower, the
REIT or any ERISA Affiliate of any of them knows that a prohibited transaction
(defined in Section 406 of ERISA and Section 4975 of the Code and which is not
subject to a statutory or prohibited transaction class exemption) has occurred,
a statement of the chief financial officer of the REIT describing such
transaction.

                   (l) Benefit Plan Annual Report. On request of Administrative
Agent, within thirty (30) days after the filing thereof with the DOL, the IRS or
the PBGC, copies of each annual report, including Schedule B thereto, filed with
respect to each Benefit Plan of Borrower, the REIT or any ERISA Affiliate of any
of them.

                   (m) Benefit Plan Funding Waiver Request. Within thirty (30)
days after the filing thereof with the IRS, a copy of each funding waiver
request filed with respect to any Benefit Plan of Borrower, the REIT or any
ERISA Affiliate of any of them and all communications received by Borrower, the
REIT or any ERISA Affiliate of any of them with respect to such request.

                   (n) Establishment of Benefit Plan and Increase in
Contributions to the Benefit Plan. Not less than ten (10) days prior to the
effective date thereof, a notice to Administrative Agent of the establishment of
a Benefit Plan (or the incurrence of any obligation to contribute to a
Multiemployer Plan) by Borrower, the REIT or any ERISA Affiliate of any of them.
Within thirty (30) days after the first to occur of an amendment of any then
existing Benefit Plan of Borrower, the REIT or any ERISA Affiliate of any of
them which will result in an increase in the benefits under such Benefit Plan or
a notification of any such increase, or the establishment of any new Benefit
Plan by Borrower, the REIT or any ERISA Affiliate of any of them or the
commencement of contributions to any Benefit Plan to which Borrower, the REIT or
any ERISA Affiliate of any of them was not previously contributing, a copy of
said amendment, notification or Benefit Plan.

                   (o) Qualification of ERISA Plan. Promptly upon, and in any
event within thirty (30) days after, receipt by Borrower, the REIT or any ERISA
Affiliate of any of them of an unfavorable determination letter from the IRS
regarding the qualification of a Plan under Section 401(a) of the Internal
Revenue Code, a copy of said determination letter, if such disqualification
would have a Material Adverse Effect on Borrower or the REIT.

                   (p) Multiemployer Plan Withdrawal Liability. Promptly upon,
and in any event within thirty (30) days after receipt by Borrower, the REIT or
any ERISA Affiliate of any of them of a notice from a Multiemployer Plan
regarding the imposition of material withdrawal liability, a copy of said
notice.



                                       71
<PAGE>   77

                   (q) Failure to Make Section 412 Payment. Promptly upon, and
in any event within thirty (30) days after, Borrower, the REIT or any ERISA
Affiliate of any of them fails to make a required installment under subsection
(m) of Section 412 of the Internal Revenue Code or any other payment required
under Section 412 of the Internal Revenue Code on or before the due date for
such installment or payment, a notification of such failure, if such failure
could result in either the imposition of a Lien under said Section 412 or
otherwise have or could reasonably be anticipated to have a Material Adverse
Effect on Borrower or the REIT.

                   (r) Failure of the REIT to Qualify as Real Estate Investment
Trust. Promptly upon, and in any event within forty-eight (48) hours after a
Responsible Official of Borrower first has actual knowledge of (i) the REIT
failing to continue to qualify as a real estate investment trust as defined in
Section 856 of the Internal Revenue Code (or any successor provision thereof),
(ii) any act by the REIT causing its election to be taxed as a real estate
investment trust to be terminated, (iii) any act causing the REIT to be subject
to the taxes imposed by Section 857(b)(6) of the Internal Revenue Code (or any
successor provision thereto), or (iv) the REIT failing to be entitled to a
dividends paid deduction which meets the requirements of Section 857 of the
Internal Revenue Code, a notice of any such occurrence or circumstance.

                   (s) Asset Acquisitions and Dispositions, Indebtedness,
Merger, Etc. Without limiting, modifying or waiving any restriction in the Loan
Documents, concurrently with notice to Borrower's priority mailing list and in
all events not later than any public disclosure, written notice of any material
investments (other than in Cash Equivalents), material acquisitions, asset
purchases, dispositions, disposals, divestitures or similar transactions
involving Property, the raising of additional equity or the incurring or
repayment of material Debt, or any material merger, by or with Borrower or the
REIT, and, if requested by Administrative Agent after the consummation of such
transaction, a Compliance Certificate within 7 days after the date of such
request, in form and substance reasonably acceptable to Administrative Agent,
demonstrating in reasonable detail (which detail shall include actual
calculations and such supporting information as Administrative Agent may
reasonably require) compliance, after giving effect to such proposed
transaction(s), with the covenants contained in Section 7.3 and Article 8. For
purposes of this Section 5.1(s), any investment, acquisition, asset purchase,
disposition, disposal, divestiture, merger or similar transaction shall be
considered "material" if it involves assets exceeding five percent (5%) of
Borrower's assets (as existing prior to giving effect to such transaction) or if
it involves the acquisition or disposition of Real Property. Borrower's written
notice of each Real Property acquisition or disposition shall contain a
description of all improvements which are a part of such Real Property, the
square footage of such improvements, the acquisition or disposition price and
such other information with respect thereto reasonably requested by
Administrative Agent.



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<PAGE>   78

                   (t) Other Information. Such other information, reports,
contracts, schedules, lists, documents, agreements and instruments in the
possession of the REIT or Borrower with respect to (i) the Unencumbered Assets
or any other assets of the REIT or Borrower or any other Consolidated Entity
(either on an individual or an aggregate basis), (ii) any material change in the
REIT's investment, finance or operating policies, or (iii) the REIT's,
Borrower's or any other Consolidated Entity's business, condition (financial or
otherwise), operations, performance, properties or prospects as Administrative
Agent may from time to time reasonably request, including, without limitation,
annual information with respect to cash flow projections, budgets, operating
statements (current year and immediately preceding year), Rent Rolls, lease
expiration reports, leasing status reports, note payable summaries, bullet note
summaries, equity funding requirements, contingent liability summaries, line of
credit summaries, line of credit collateral summaries, wrap note or note
receivable summaries, schedules of outstanding letters of credit, summaries of
Cash and Cash Equivalents, projections of leasing fees and overhead budgets.
Provided that Administrative Agent gives Borrower reasonable prior notice and an
opportunity to participate, Borrower hereby authorizes Administrative Agent to
communicate with the Accountants and authorizes the Accountants to disclose to
Administrative Agent any and all financial statements and other information of
any kind, including copies of any management letter or the substance of any oral
information, that such accountants may have with respect to the Unencumbered
Assets or the REIT's, Borrower's or any Consolidated Entity's condition
(financial or otherwise), operations, properties, performance and prospects.
Concurrently therewith, Administrative Agent will notify Borrower of any such
communication and, at Administrative Agent's request, Borrower shall deliver a
letter addressed to the Accountants instructing them to disclose such
information in compliance with this Section 5.1(t).

                   (u) Press Releases; SEC Filings and Financial Statements.
Telephonic or telecopy notice to Administrative Agent concurrently with or prior
to issuance of any material press release concerning the REIT or Borrower and,
as soon as practicable after filing with the Commission, all reports and
notices, proxy statements, registration statements and prospectuses of the REIT.
All materials sent or made available generally by the REIT to the holders of its
publicly-held Securities or filed with the Commission, including all periodic
reports required to be filed with the Commission, shall be delivered by Borrower
or the REIT to Administrative Agent as soon as available.

                   (v) Accountant Reports. Copies of all reports prepared by the
Accountants and submitted to Borrower or the REIT in connection with each
annual, interim or special audit or review of the financial statements or
practices of Borrower or the REIT, including the comment letter submitted by the
Accountants in connection with their annual audit.



                                       73
<PAGE>   79

                   (w) CMBS Entities Debt. Concurrently with the delivery of the
financial statements referred to in Section 5.1(c), a report in such reasonable
detail as Administrative Agent may require and certified as being true and
correct by the REIT's chief financial officer, chief accounting officer, chief
executive officer or chief operating officer, setting forth the Debt of each
CMBS Entity.

                   5.2 Environmental Notices. Borrower shall notify
Administrative Agent, in writing, as soon as practicable, and in any event
within ten (10) days after a Responsible Official of Borrower's or the REIT's
learning thereof, of any: (a) written notice or claim to the effect that the
REIT, Borrower or any Consolidated Entity is or may be liable to any Person as a
result of any material Release or threatened Release of any Contaminant into the
environment; (b) written notice that the REIT, Borrower or any Consolidated
Entity is subject to investigation by any Governmental Authority evaluating
whether any Remedial Action is needed to respond to the Release or threatened
Release of any Contaminant into the environment; (c) written notice that any
Property of the REIT, Borrower or any Consolidated Entity is subject to an
Environmental Lien; (d) written notice of violation of any Environmental Laws to
the REIT, Borrower or any Consolidated Entity or awareness of a condition which
might reasonably result in a notice of violation of any Environmental Laws by
the REIT, Borrower or any Consolidated Entity; (e) commencement or written
threat of any judicial or administrative proceeding alleging a violation of any
Environmental Laws; (f) written notice from a Governmental Authority of any
changes to any existing Environmental Laws that will have a Material Adverse
Effect on the operations of the REIT, Borrower or any Consolidated Entity; or
(g) any proposed acquisition of stock, assets, real estate or leasing of
property, or any other action by Borrower that, to the best of Borrower's
knowledge, could subject the REIT, Borrower or any Consolidated Entity to
environmental, health or safety Liabilities and Costs that will have a Material
Adverse Effect on the REIT, Borrower or any Consolidated Entity. With regard to
the matters referred to in clauses (a) through (e) above, the same shall apply
in respect of each Unencumbered Asset only if the matter will have a Material
Adverse Effect on such Unencumbered Asset and, in the case of other Real
Property of the REIT, Borrower or any Consolidated Entity, only if the matter
will have a Material Adverse Effect on the REIT, Borrower or such Consolidated
Entity.

                   5.3 Confidentiality. Confidential information obtained by
Administrative Agent or the Lenders pursuant to this Agreement or in connection
with the Advances shall not be disseminated by Administrative Agent or the
Lenders and shall not be disclosed to third parties except (a) to regulators,
taxing authorities and other Governmental Authorities having jurisdiction over
Administrative Agent or such Lender or otherwise in response to Requirements of
Law, (b) to their respective auditors and legal counsel and in connection with
regulatory, administrative and judicial proceedings as necessary or relevant,
including enforcement proceedings



                                       74
<PAGE>   80

relating to the Loan Documents, and (c) to any prospective assignee of or
participant in a Lender's interest under this Agreement or any prospective
purchaser of the assets or a controlling interest in any Lender, provided that
such prospective assignee, participant or purchaser first agrees to be bound by
the provisions of this Section 5.3. In connection with disclosures of
confidential information to any non-governmental third-party, Lender(s) from
whom the same has been requested shall, to the extent feasible and permitted,
give prior notice of such request to Borrower; however, neither Administrative
Agent nor any such Lender shall incur any liability to Borrower for failure to
do so. For purposes hereof, "confidential information" shall mean all nonpublic
information obtained by Administrative Agent or the Lenders, unless and until
such information becomes publicly known, other than as a result of unauthorized
disclosure by Administrative Agent or the Lenders of such information.

                   5.4 Annual Evidence of Insurance. Borrower shall provide
Administrative Agent with evidence, in form and substance reasonably acceptable
to Administrative Agent, of Borrower's maintenance of the insurance required by
Section 6.1(e) no later than June 15 of each year of the term of this Agreement.

                                    ARTICLE 6
                              AFFIRMATIVE COVENANTS

                   Borrower covenants and agrees that, on and after the date
hereof, until payment in full of all of the Obligations, the expiration of the
Commitment and termination of this Agreement:

        6.1 With Respect to Borrower:

                   (a) Existence. Borrower shall at all times maintain its
existence as a limited partnership and preserve and keep in full force and
effect its rights and franchises unless the failure to maintain such rights and
franchises does not have a Material Adverse Effect on Borrower.

                   (b) Qualification, Name. Borrower shall qualify and remain
qualified to do business in each jurisdiction in which the nature of its
business requires it to be so qualified except for those jurisdictions where
failure to so qualify does not have a Material Adverse Effect on Borrower.
Borrower will transact business solely in its own name.

                   (c) Compliance with Laws, Etc. Borrower shall (i) comply with
all Requirements of Law, and all restrictive covenants affecting Borrower or the
Properties, performance, prospects, assets or operations of Borrower, and (ii)
obtain as needed all Permits necessary for its operations and maintain such in
good standing, except in each of the foregoing cases where the failure to do so
will not have a Material Adverse Effect on Borrower.



                                       75
<PAGE>   81

                   (d) Payment of Taxes and Claims. Borrower shall pay (i) all
taxes, assessments and other governmental charges imposed upon it or on any of
its properties or assets or in respect of any of its franchises, business,
income or Property before any penalty or interest accrues thereon, the failure
to make payment of which will have a Material Adverse Effect on Borrower, and
(ii) all claims (including, without limitation, claims for labor, services,
materials and supplies) for sums, material in the aggregate to Borrower, which
have become due and payable and which by law have or may become a Lien other
than a judgment lien upon any of Borrower's Properties or assets, prior to the
time when any penalty or fine shall be incurred with respect thereto.
Notwithstanding the foregoing, Borrower may contest by appropriate legal
proceedings conducted in good faith and with due diligence, the amount, validity
or application, in whole or in part, of any taxes, assessments, other
governmental charges or claims described above, provided that Borrower shall
provide such security as may be reasonably required by Administrative Agent to
insure ultimate payment of the same and to prevent any sale or forfeiture of any
of Borrower's Property (or any portion thereof or interest therein), provided
however, that the provisions of this Section 6.1(d) shall not be construed to
permit Borrower to contest the payment of any Obligations or any other sums
payable by Borrower to Administrative Agent or the Lenders hereunder or under
any other Loan Document. Notwithstanding any of the foregoing, Borrower shall
indemnify, defend and save Administrative Agent and the Lenders harmless from
and against any liability, cost or expense of any kind that may be imposed on
Administrative Agent or the Lenders in connection with any such contest and any
loss resulting therefrom.

                   (e) Maintenance of Properties; Insurance. Borrower shall
maintain in good repair, working order and condition, excepting ordinary wear
and tear, all of its Property and will make or cause to be made all appropriate
repairs, renewals and replacements thereof. Borrower shall maintain (a)
insurance with responsible companies in such amounts and against such risks as
is usually carried by companies engaged in similar businesses and owning similar
properties in the same general areas in which Borrower operates, (b) insurance
required by any Governmental Authority having jurisdiction over Borrower, and
(c) all other insurance reasonably required by Administrative Agent from time to
time. Neither Borrower nor any other Consolidated Entity shall assign or
otherwise transfer, or grant a security interest in, any casualty insurance
carried by it or in the proceeds of such insurance in a manner which is
disproportionate to the value of all of the Real Property insured by Borrower or
such Consolidated Entity.

                   (f) Inspection of Property; Books and Records; Discussion.
Borrower shall permit, and shall cause the REIT to permit, any authorized
representatives designated by any Lender to visit and inspect any of its
Properties (subject to rights of tenants), including all Unencumbered Assets,
upon reasonable prior notice, to inspect financial and accounting records and
leases, and to make copies



                                       76
<PAGE>   82

and take extracts therefrom, all at such times during normal business hours and
as often as any Lender may reasonably request; provided that all such visits and
inspections shall be coordinated through Administrative Agent and provided that
Administrative Agent shall give reasonable prior notice to Borrower of all such
visits and inspections. In connection therewith, Borrower shall pay all expenses
required by Section 11.1. Borrower will keep proper books of record and account
in which entries, in conformity with GAAP and as otherwise required by this
Agreement and applicable Requirements of Law, shall be made of all dealings and
transactions in relation to its businesses and activities and as otherwise
required under Section 5.1.

                   (g) Maintenance of Permits, Etc. Borrower will maintain in
full force and effect all Permits, franchises, patents, trademarks, trade names,
copyrights, authorizations or other rights necessary for the operation of its
business, except where the failure to obtain any of the foregoing would not have
a Material Adverse Effect on Borrower; and notify Administrative Agent in
writing, promptly after learning thereof, of the suspension, cancellation,
revocation or discontinuance of, or of any pending or threatened action or
proceeding seeking to suspend, cancel, revoke or discontinue, any material
Permit, patent, trademark, trade name, copyright, governmental approval,
franchise authorization or right.

                   (h) Conduct of Business. Except for Investments expressly
permitted pursuant to Section 8.8 and investments in Cash and Cash Equivalents,
Borrower shall engage only in the business of acquiring, developing, owning,
operating and managing income producing Office Properties within the continental
United States and any business activities and investments of Borrower incidental
thereto.

                   (i) Use of Proceeds. Borrower shall use the proceeds of the
Advances only for pre-developments costs, development costs, acquisition costs,
capital improvements, working capital, equity investments, repayment of other
Indebtedness, including required interest and/or principal payments thereon, and
for any other general corporate purposes, including distributions permitted
hereunder.

                   (j) Payment of Interest on Original Loan. Borrower shall pay
to Administrative Agent, on May 2, 2000, all accrued and unpaid interest under
the Original Loan.

                   (k) Delivery of Rating Notices and Notices of Lowering or
Loss of Rating. Borrower shall deliver a Rating Notice to Administrative Agent
within three (3) Business Days after Borrower receives notice of each change in
the rating of Borrower's long-term unsecured senior Debt by any rating agency to
a rating of not lower than BBB-. Borrower also shall deliver notice to
Administrative Agent within three (3) Business Days after Borrower receives
notice that either (i) the rating of its long-term unsecured senior Debt has
been lowered to less than BBB- or (ii) its



                                       77
<PAGE>   83

long-term unsecured senior Debt no longer will be rated by Standard & Poor's or
by any of the other rating agencies referred to in the last sentence of the
definition of "Borrower's Long-Term Unsecured Senior Debt Rating" (set forth in
the definition of "Applicable Pricing Level").

                   (l) Delivery of Contribution Agreements. Borrower shall
deliver any Contribution Agreements executed after the date of this Agreement
within fifteen (15) Business Days after such Contribution Agreement has been
fully executed by each party thereto.

        6.2 With Respect to the REIT:

                   (a) Corporate Existence. The REIT shall at all times maintain
its corporate existence and preserve and keep in full force and effect its
rights and franchises unless the failure to maintain such rights and franchises
will not have a Material Adverse Effect on the REIT.

                   (b) Qualification, Name. The REIT shall qualify and remain
qualified to do business in each jurisdiction in which the nature of its
business requires it to be so qualified except for those jurisdictions where
failure to so qualify does not have a Material Adverse Effect on the REIT. The
REIT will transact business solely in its own name.

                   (c) Securities Law Compliance. The REIT shall comply in all
material respects with all rules and regulations of the Commission and file all
reports required by the Commission relating to the REIT's publicly-held
Securities.

                   (d) Continued Status as a REIT; Prohibited Transactions. The
REIT (i) will continue to be a real estate investment trust as defined in
Section 856 of the Code (or any successor provision thereto), (ii) will not
revoke its election to be a real estate investment trust, (iii) will not engage
in any "prohibited transactions" as defined in Section 857(b)(6)(iii) of the
Code (or any successor provision thereto), and (iv) will continue to be entitled
to a dividend paid deduction meeting the requirements of Section 857 of the
Code.

                   (e) NYSE Listed Company. The common stock of the REIT shall
at all times be listed for trading on the New York Stock Exchange.

                   (f) Compliance with Laws, Etc. The REIT shall (i) comply with
all Requirements of Law and restrictive covenants affecting the REIT and (ii)
obtain as needed all Permits necessary for its operations and maintain such in
good standing, except in each of the foregoing cases where the failure to do so
will not have a Material Adverse Effect on the REIT.



                                       78
<PAGE>   84

                   (g) Payment of Taxes and Claims. The REIT shall pay (i) all
taxes, assessments and other governmental charges imposed upon it or on any of
its properties or assets or in respect of any of its franchises, business,
income or Property before any penalty or interest accrues thereon, the failure
to make payment of which will have a Material Adverse Effect on the REIT, and
(ii) all claims (including, without limitation, claims for labor, services,
materials and supplies) for sums, material in the aggregate to the REIT, which
have become due and payable and which by law have or may become a Lien other
than a judgment lien upon any of the REIT's Properties or assets, prior to the
time when any penalty or fine shall be incurred with respect thereto.
Notwithstanding the foregoing, the REIT may contest by appropriate legal
proceedings conducted in good faith and with due diligence, the amount, validity
or application, in whole or in part, of any taxes, assessments, other
governmental charges or claims described above, provided that the REIT shall
provide such security as may be required by Administrative Agent to insure
ultimate payment of the same and to prevent any sale or forfeiture of any of the
REIT's Property (or any portion thereof or interest therein), provided, however,
that the provisions of this Section 6.2(g) shall not be construed to permit the
REIT to contest the payment of any obligations owed to Administrative Agent or
the Lenders or any other sums payable by the REIT to Administrative Agent or the
Lenders hereunder or under any other Loan Document. Notwithstanding any of the
foregoing, the REIT shall indemnify, defend and save Administrative Agent and
the Lenders harmless from and against any liability, cost or expense of any kind
that may be imposed on Administrative Agent or the Lenders in connection with
any such contest and any loss resulting therefrom.

                   (h) Net Offering Proceeds. Unless otherwise agreed in writing
by Requisite Lenders, the REIT shall immediately contribute any Net Offering
Proceeds to Borrower.


                                    ARTICLE 7
                               NEGATIVE COVENANTS

                   Borrower covenants and agrees that, on and after the date
hereof, until payment in full of all of the Obligations, the expiration of the
Commitment and termination of this Agreement:

        7.1 With Respect to all Parties.  Neither Borrower nor the REIT shall:

                   (a)       Restrictions on Fundamental Changes.

                          (i) The REIT and the Consolidated Entities shall not
        enter into any merger, consolidation or reorganization or any sale of
        all or a substantial portion of the assets of the REIT and the
        Consolidated Entities, taken as a whole, or liquidate, wind up or
        dissolve, except that (1) any Person



                                       79
<PAGE>   85

        engaged in the development and operation of class A suburban Office
        Properties may merge or consolidate with and into the REIT, Borrower or
        any other Consolidated Entity, provided (A) no Event of Default or event
        which, with the giving of notice or the passage of time or both, could
        become an Event of Default, then exists or would result therefrom, (B)
        the REIT, Borrower or such Consolidated Entity, as the case may be, is
        the surviving entity, (C) the Requisite Lenders reasonably determine
        that such merger or consolidation will not have a Material Adverse
        Effect on Borrower or the REIT and (D) Borrower delivers to
        Administrative Agent, prior to the REIT, Borrower or such Consolidated
        Entity becoming obligated (conditionally or otherwise) to proceed with
        such transaction, a certificate, in form and substance and in such
        detail as Administrative Agent may reasonably require, of the REIT's
        chief financial officer, chief executive officer or chief operating
        officer demonstrating compliance with this Agreement on a proforma basis
        giving effect to such transaction, and (2) Borrower and the REIT may
        acquire interests in the CMBS Entities and Borrower may contribute
        assets to such CMBS Entities;

                          (ii) Change its Fiscal Year; or

                          (iii) Engage in any line of business other than as
        expressly permitted under Section 6.1(h).

                   (b) ERISA. Permit any ERISA Affiliates to do any of the
following to the extent that such act or failure to act would result in the
aggregate, after taking into account any other such acts or failure to act, in a
Material Adverse Effect on Borrower or the REIT:

                          (i) Engage, or knowingly permit an ERISA Affiliate to
        engage, in any prohibited transaction described in Section 406 of ERISA
        or Section 4975 of the Code which is not exempt under Section 407 or 408
        of ERISA or Section 4975(d) of the Code for which a class exemption is
        not available or a private exemption has not been previously obtained
        from the DOL;

                          (ii) Permit to exist any accumulated funding
        deficiency (as defined in Section 302 of ERISA and Section 412 of the
        Code), whether or not waived;

                          (iii) Fail, or permit an ERISA Affiliate to fail, to
        pay timely required contributions or annual installments due with
        respect to any waived funding deficiency to any Plan if such failure
        could result in the imposition of a Lien or otherwise would have a
        Material Adverse Effect on Borrower or the REIT;



                                       80
<PAGE>   86

                          (iv) Terminate, or permit an ERISA Affiliate to
        terminate, any Benefit Plan which would result in any liability of
        Borrower or an ERISA Affiliate under Title IV of ERISA or the REIT; or

                          (v) Fail, or permit any ERISA Affiliate to fail, to
        pay any required installment under section (m) of Section 412 of the
        Code or any other payment required under Section 412 of the Code on or
        before the due date for such installment or other payment, if such
        failure could result in the imposition of a Lien or otherwise would have
        a Material Adverse Effect on Borrower or the REIT.

                   (c) Debt and Guaranty Obligations. Create, incur or assume
any Debt or Guaranty Obligations except:

                          (i) Subject to Section 8.9, below, Debt which is
        secured by Real Property;

                          (ii) the City National Bank Loan;

                          (iii) the Lehman CP Loan, provided that, prior to the
        closing of the Lehman CP Loan, the Administrative Agent has reviewed and
        approved, in its reasonable discretion, the definitive, fully executed
        Lehman Loan Documents;

                          (iv) Guaranty Obligations which do not, in the
        aggregate, exceed Five Hundred Thousand Dollars ($500,000);

                          (v) publicly-issued Indebtedness or privately-placed
        unsecured fixed rate term Debt;

                          (vi) the Contribution Agreement;

                          (vii) the demand promissory note of the REIT to Arden
        Realty Finance, Inc., in the principal amount of $28,709,393; or

                          (viii) Debt of the REIT permitted under Section
        7.7(b).

                   7.2 Amendment of Constituent Documents. Borrower shall not
materially amend its partnership agreement or certificate of limited partnership
without the prior written consent of the Requisite Lenders, except as may be
required by applicable law or to comply with Section 6.2(d). The REIT shall not
materially amend its articles of incorporation or by-laws without the prior
written consent of the Requisite Lenders, except (i) as required by applicable
law or (ii) as may be required to comply with Section 6.2(d).



                                       81
<PAGE>   87

                   7.3 REIT Directors. In no event during any twelve consecutive
month period during the term of this Agreement shall the individuals who were
directors of the REIT at the beginning of such period cease to constitute a
majority of the board of directors of the REIT unless the individuals replacing
such original directors were nominated by the board of directors of the REIT.

                   7.4 Management. Richard Ziman shall not cease to be active on
a full-time, continuing basis in the senior management of Borrower and the REIT;
provided, however, that, if due to death or incapacity, Richard Ziman is unable
to act in such capacity, Borrower shall have one hundred twenty (120) days to
obtain the approval of the Requisite Lenders with respect to the new management.
In the event Borrower shall fail to obtain approval of the Requisite Lenders
within such 120-day period, then Borrower shall, at the election and upon the
demand of the Requisite Lenders pay in full all Obligations under the Loan
Documents not later than sixty (60) days after the end of such 120-day period,
whereupon this Agreement and the Commitment shall be terminated. No further
Advances shall be permitted until Borrower shall have obtained approval of the
Requisite Lenders under this Section 7.4.

                   7.5 Margin Regulations. No portion of the proceeds of any
Advances shall be used in any manner which might cause the extension of credit
or the application of such proceeds to violate Regulation T, U or X or any other
regulation of the Federal Reserve Board or to violate the Securities Exchange
Act or the Securities Act, in each case as in effect on the applicable Funding
Date.

                   7.6 Organization of Borrower, Etc. Borrower shall remain a
Maryland limited partnership with the REIT as its sole general partner. At no
time shall Borrower be taxed as an association under the Internal Revenue Code.

                   7.7 With Respect to the REIT:

                   (a) The REIT shall not own any material assets or engage in
any line of business other than the ownership of the partnership interests
described in Section 4.2(o) and as otherwise permitted under Section 7.1(a) and
Section 8.8.

                   (b) The REIT shall not directly or indirectly create, incur,
assume or otherwise become or remain directly or indirectly liable with respect
to, any Debt, except the obligations and other Indebtedness of Borrower,
Indebtedness constituting obligations of its Consolidated Entities or
Unconsolidated Joint Ventures, and obligations under the Guaranty.

                   (c) The REIT shall not directly or indirectly create, incur,
assume or permit to exist any Lien on or with respect to any of its Property or
assets except Liens in favor of Administrative Agent securing the Obligations.



                                       82
<PAGE>   88

                   (d) The REIT will not directly or indirectly convey, sell,
transfer, assign, pledge or otherwise encumber or dispose of any of its
partnership interests in Borrower held as of the Closing Date, except to secure
the Obligations.

                                    ARTICLE 8
                               FINANCIAL COVENANTS

                   Borrower covenants and agrees that, on and after the date of
this Agreement and until payment in full of all the Obligations, the expiration
of the Commitment and the termination of this Agreement:

                   8.1 Tangible Net Worth. The Tangible Net Worth of the REIT
and the Consolidated Entities, as of the last day of each Fiscal Quarter, shall
not be less than the sum of (i) $294,988,000, plus (ii) 90% of the cumulative
net cash proceeds received from and the value of assets acquired (net of the
Indebtedness incurred or assumed in connection therewith) through the issuance
of Capital Stock of the REIT and Partnership Units of the Borrower after the
"Closing Date" (as defined in the 1996 Credit Agreement) other than issuance of
Capital Stock in exchange for Partnership Units, minus (iii) the aggregate cost
to the REIT of repurchasing its publicly traded common stock; provided, however,
that, after any such repurchase, in no event shall the Tangible Net Worth of the
REIT and the Consolidated Entities be less than $1,500,000,000. For the purposes
of clause (ii), "net" means net of underwriters' discounts, commissions and
other reasonable out-of-pocket expenses of the transaction actually paid to any
Person (other than Borrower or any Affiliate of Borrower).

                   8.2 Maximum Total Liabilities to Gross Asset Value. The ratio
of Total Liabilities to Gross Asset Value shall not exceed 55% at any time.

                   8.3 Minimum Interest Coverage Ratio. As of the last day of
any Fiscal Quarter, the Interest Coverage Ratio shall not be less than 2.00:1.

                   8.4 Minimum Fixed Charge Coverage Ratio. As of the last day
of any Fiscal Quarter, the Fixed Charge Coverage Ratio shall not be less than
1.75:1.

                   8.5 Minimum Unencumbered Pool. The aggregate Unencumbered
Asset Value of the Unencumbered Pool shall not, at any time, be less than 175%
of the unsecured Total Liabilities of the REIT and the Consolidated Entities.

                   8.6 Minimum Unsecured Interest Expense Coverage. As of the
last day of any Fiscal Quarter, the Unsecured Interest Expense Coverage Ratio of
the REIT and the Consolidated Entities shall not be less than 1.80:1.



                                       83
<PAGE>   89

                   8.7 Distributions.

                   (a) Subject to subsection (b) below, aggregate distributions
to shareholders of the REIT and all partners of Borrower shall not exceed, for
any four (4) consecutive Fiscal Quarters, ninety-five percent (95%) of Funds
from Operations. For purposes of this Section 8.7, the term "distributions"
shall mean all dividends and other distributions to, and the repurchase of stock
or limited partnership interests from, the holder of any equity interests in
Borrower or the REIT (other than the redemption of limited partnership interests
in Borrower in exchange for REIT stock).

                   (b) Aggregate distributions during the continuance of any
Event of Default shall not exceed the lesser of (i) the aggregate amount
permitted to be made during the continuance thereof under subsection (a) above,
and (ii) the minimum amount that the REIT must distribute to its shareholders in
order to avoid federal tax liability and to remain qualified as a real estate
investment trust as defined in Section 856 of the Code.

                   8.8 Investments; Asset Mix.

                   (a) The REIT shall not at any time make or own any Investment
in any Person, or purchase, lease or own any other asset or property, except (i)
any Investment in Borrower, (ii) any Investment in the CMBS Entities, (iii) any
Capital Stock in the Consolidated Entities (other than Borrower), and (iv) any
cash or other property that is being distributed to the shareholders of the REIT
substantially contemporaneously with the REIT's receipt of such cash or other
property.

                   (b) Except as permitted under Section 7.1(a), Borrower shall
not at any time make or own any Investment in any Person, or purchase, lease or
own any Real Property or other asset, except that Borrower may own or lease the
following, subject to the limitations set forth below:


<TABLE>
<CAPTION>
                                                            Limitation on Value
                                                            for Each Asset Type
                     Asset Type                             at the Time of Determination
                     ----------                             ----------------------------
<S>                                                         <C>
1.      Wholly-Owned Office Property and related            Unlimited
        Property

2.      Wholly-Owned Land                                   5% of Gross Asset Value

3.      Wholly-Owned Real Property (other than              10% of Gross Asset Value
        Office Properties or Land referred to in
        clause 2)
</TABLE>



                                       84
<PAGE>   90

<TABLE>
<S>                                                         <C>
4.      Wholly-owned Capital Stock of corporations          10% of Gross Asset Value

5.      Investment Mortgages                                15% of Gross Asset Value

6.      Wholly-owned Capital Stock of Joint                 15% of Gross Asset Value
        Ventures (other than corporations)

7.      Construction in Progress (exclusive of              12.5% of all Office Properties
        tenant improvements)                                (based on the total gross
                                                            leasable area,
                                                            measured in square
                                                            feet) (provided that
                                                            this category shall
                                                            not, with respect to
                                                            any construction in
                                                            progress (for any
                                                            Office Property)
                                                            which is not at
                                                            least 70% pre-leased
                                                            and with all Major
                                                            Agreements
                                                            previously approved
                                                            by Administrative
                                                            Agent, exceed 7% of
                                                            the total gross
                                                            leasable area,
                                                            measured in square
                                                            feet, of all Office
                                                            Properties)
</TABLE>

                   Notwithstanding the foregoing, Investments and other assets
in the foregoing categories 2 through 6 may not, in the aggregate exceed, at any
time, 25% of Gross Asset Value. All values of Investments and other assets shall
be the original cost of such Investments and assets, except as otherwise
expressly provided.

                   8.9 Secured Debt. The aggregate amount of all Debt of the
REIT and the Consolidated Entities secured by Real Property shall not, at any
time, exceed 35% of Gross Asset Value.

                                    ARTICLE 9
                     EVENTS OF DEFAULT; RIGHTS AND REMEDIES

                   9.1 Events of Default. Each of the following occurrences
shall constitute an Event of Default under this Agreement:

                   (a) Failure to Make Payments When Due. Borrower shall fail to
pay (i) any amount due on the Maturity Date, (ii) any principal when due, or
(iii) any interest on any Advance, or any fee or other amount payable under any
Loan Documents within three (3) days after the same becomes due.



                                       85
<PAGE>   91

                   (b) Distributions. Borrower or the REIT shall breach any
covenant set forth in Section 6.2(d) or 8.7.

                   (c) Breach of Financial Covenants. Borrower shall (i) fail to
satisfy any financial covenant set forth in Article 8 other than the financial
covenants set forth in Sections 8.3, 8.4 and 8.6, and such failure shall
continue for thirty (30) days, or (ii) fail to satisfy any of the financial
covenants set forth in Sections 8.3, 8.4 or 8.6 (as to which there shall be no
cure period).

                   (d) Other Defaults. The REIT or Borrower shall fail duly and
punctually to perform or observe any agreement, covenant or obligation binding
on Borrower or the REIT under this Agreement or under any of the other Loan
Documents (other than as described in any other provision of this Section 9.1),
and such failure shall continue for thirty (30) days after Borrower or the REIT
knew of such failure (or such lesser period of time as is mandated by applicable
Requirements of Law).

                   (e) Breach of Representation or Warranty. Any representation
or warranty made or deemed made by Borrower or the REIT to Administrative Agent
or any Lender herein or in any of the other Loan Documents or in any statement,
certificate or financial statements at any time given by Borrower pursuant to
any of the Loan Documents shall be false or misleading in any material respect
on the date as of which made.

                   (f) Default as to Other Debt. Borrower or the REIT or any
other Consolidated Entity shall have defaulted (beyond any applicable grace
period) under any Debt of such party (other than the Obligations) if the
aggregate amount of such other Debt is One Million Dollars ($1,000,000) or more
and such default shall not have been cured or waived; provided, however, that
the foregoing $1,000,000 limitation shall be increased to Ten Million Dollars
($10,000,000) in the case of Nonrecourse Debt.

                   (g) Involuntary Bankruptcy; Appointment of Receiver, etc.

                          (i) An involuntary case shall be commenced against the
        REIT or Borrower or any other Consolidated Entity and the petition shall
        not be dismissed within sixty (60) days after commencement of the case,
        or a court having jurisdiction shall enter a decree or order for relief
        in respect of any such Person in an involuntary case, under any
        applicable bankruptcy, insolvency or other similar law now or hereafter
        in effect; or any other similar relief shall be granted under any
        applicable federal, state or foreign law; or

                          (ii) A decree or order of a court having jurisdiction
        for the appointment of a receiver, liquidator, sequestrator, trustee,
        custodian or



                                       86
<PAGE>   92

        other officer having similar powers over the REIT or Borrower or any
        other Consolidated Entity, or over all or a substantial part of the
        property of any such Person, shall be entered; or an interim receiver,
        trustee or other custodian of any such Person or of all or a substantial
        part of the property of any such Person shall be appointed; or a warrant
        of attachment, execution or similar process against any substantial part
        of the property of any such Person shall be issued; and any such event
        shall not be stayed, vacated, dismissed, bonded or discharged within
        sixty (60) days of entry, appointment or issuance.

                   (h) Voluntary Bankruptcy; Appointment of Receiver, Etc. The
REIT or Borrower or any other Consolidated Entity shall have an order for relief
entered with respect to it, or commence a voluntary case under, any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or shall
consent to the entry of an order for relief in an involuntary case, or to the
conversion of an involuntary case to a voluntary case, under any such law, or
shall consent to the appointment of or taking of possession by a receiver,
trustee or other custodian for all or a substantial part of its property; any
such Person shall make any assignment for the benefit of creditors or shall be
unable or fail, or admit in writing its inability, to pay its debts as such
debts become due; or the general partner of Borrower or any other Consolidated
Entity or the REIT's Board of Directors (or any committee thereof) adopts any
resolution or otherwise authorizes any action to approve any of the foregoing.

                   (i) Judgments and Attachments. (i) Any money judgment (other
than a money judgment covered by insurance but only if the insurer has admitted
liability with respect to such money judgment), writ or warrant of attachment,
or similar process involving in any case an amount in excess of One Million
Dollars ($1,000,000) shall be entered or filed against the REIT, Borrower, any
other Consolidated Entity or their respective assets and shall remain
undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days,
or (ii) any judgment or order of any court or administrative agency awarding
material damages shall be entered against any such Person in any action under
the Federal securities laws seeking rescission of the purchase or sale of, or
for damages arising from the purchase or sale of, any Securities, such judgment
or order shall have become final after exhaustion of all available appellate
remedies and, in Administrative Agent's judgment, the payment of such judgment
or order would have a Material Adverse Effect on such Person.

                   (j) Dissolution. Any order, judgment or decree shall be
entered against the REIT, Borrower or any other Consolidated Entity decreeing
its involuntary dissolution or split up and such order shall remain undischarged
and unstayed for a period in excess of thirty (30) days; or the REIT, Borrower
or any other Consolidated Entity shall otherwise dissolve or cease to exist.



                                       87
<PAGE>   93

                   (k) Loan Documents. If for any reason any Loan Document shall
cease to be in full force and effect and such condition or event shall continue
for fifteen (15) days after Borrower or the REIT knew of such condition or
event.

                   (l) ERISA Liabilities. Any Termination Event occurs which
will or is reasonably likely to subject Borrower or the REIT or any ERISA
Affiliate of any of them to a liability which Administrative Agent reasonably
determines will have a Material Adverse Effect on Borrower or the REIT, or the
plan administrator of any Benefit Plan applies for approval under Section 412(d)
of the Internal Revenue Code for a waiver of the minimum funding standards of
Section 412(a) of the Internal Revenue Code and Administrative Agent reasonably
determines that the business hardship upon which the Section 412(d) waiver was
based will or would reasonably be anticipated to subject Borrower or the REIT to
a liability which Administrative Agent determines will have a Material Adverse
Effect on Borrower or the REIT.

                   (m) Environmental Liabilities. Borrower or the REIT becomes
subject to any Liabilities and Costs which Administrative Agent reasonably deems
to have a Material Adverse Effect on such Person arising out of or related to
(i) the Release or threatened Release at any Property of any Contaminant into
the environment, or any Remedial Action in response thereto, or (ii) any
violation of any Environmental Laws.

                   (n) Solvency. Borrower or the REIT shall cease to be Solvent.

                   (o) Breach of Guaranty. The REIT shall fail to duly and
punctually perform or observe any agreement, covenant or obligation under its
Guaranty.

                   (p) Sole General Partner. The REIT shall cease to be the sole
general partner of Borrower or cease to own 51% or more of the Partnership Units
of Borrower.

                   (q) CMBS Entities Debt. Any CMBS Entity creates, incurs or
assumes any Debt in excess of the principal amount of such CMBS Entity's Debt as
of the Closing Date.

                   An Event of Default shall be deemed "continuing" until cured
or waived in writing in accordance with Section 11.4.

        9.2 Rights and Remedies.

                   (a) Acceleration, Etc. Upon the occurrence of any Event of
Default described in the foregoing Section 9.1(g) or 9.1(h) with respect to the
REIT or Borrower or any other Consolidated Entity, the Commitment shall
automatically and immediately terminate and the unpaid principal amount of and
any and all accrued



                                       88
<PAGE>   94

interest on the Advances and all of the other Obligations shall automatically
become immediately due and payable, with all additional interest, fees, costs
and expenses from time to time accrued thereon and/or payable hereunder, and
without presentment, demand or protest or other requirements of any kind
(including, without limitation, valuation and appraisement, diligence,
presentment, notice of intent to demand or accelerate or notice of
acceleration), all of which are hereby expressly waived by Borrower, and the
obligations of the Lenders to make any Advances hereunder shall thereupon
terminate; and upon the occurrence and during the continuance of any other Event
of Default, Administrative Agent shall, at the request, or may, with the consent
of Requisite Lenders, by written notice to Borrower, (i) declare that the
Commitment is terminated, whereupon the Commitment and the obligation of the
Lenders to make any Advance hereunder shall immediately terminate, and/or (ii)
declare the unpaid principal amount of, any and all accrued and unpaid interest
on the Advances and all of the other Obligations to be, and the same shall
thereupon be, immediately due and payable with all additional interest from time
to time accrued thereon and without presentment, demand, or protest or other
requirements of any kind (including without limitation, valuation and
appraisement, diligence, presentment, notice of intent to demand or accelerate
and of acceleration), all of which are hereby expressly waived by Borrower.
Without limiting Administrative Agent's authority hereunder, on or after the
Maturity Date, Administrative Agent shall, at the request, or may, with the
consent, of Requisite Lenders exercise any or all rights and remedies under the
Loan Documents or applicable law or in equity.

                   (b) Access to Information. If an Event of Default then
exists, Administrative Agent shall have, in addition to and not by way of a
limitation on any other rights and remedies contained in this Agreement or in
the other Loan Documents, the right within forty-eight (48) hours after notice
to Borrower to obtain access to Borrower's and the REIT's records (including
computerized information, files and supporting software) relating to the
Unencumbered Assets, and its accounting information relating to the Unencumbered
Assets, and to use all of the foregoing and the information contained therein in
any manner Administrative Agent deems appropriate which is related to the
collection of the Obligations. Borrower hereby irrevocably authorizes any
accountant or management agent employed by Borrower to deliver such items and
information to Administrative Agent. Notwithstanding anything to the contrary
contained in the Loan Documents, upon the occurrence of and during the
continuance of an Event of Default, Administrative Agent shall be entitled to
request and receive, by or through Borrower or appropriate legal process, any
and all information concerning the REIT, Borrower, or any Property of either of
them, which is reasonably available to or obtainable by Borrower. Administrative
Agent shall deliver to each Lender copies of any information which it obtains
pursuant to this Section 9.2(b).



                                       89
<PAGE>   95

                   (c) Waiver of Demand. Demand, presentment, protest and notice
of nonpayment are hereby waived by Borrower. Borrower also waives, to the extent
permitted by law, the benefit of all valuation, appraisal and exemption laws.

                   (d) Waivers, Amendments and Remedies. No delay or omission of
Administrative Agent or the Lenders to exercise any right under any Loan
Document shall impair such right or be construed to be a waiver of any Event of
Default or an acquiescence therein, and any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in a writing signed by Administrative Agent after obtaining written approval
thereof or the signature thereon of those Lenders required to approve such
waiver, amendment or other variation, and then only to the extent in such
writing specifically set forth. All remedies contained in the Loan Documents or
by law afforded shall be cumulative and all shall be available to Administrative
Agent and the Lenders until the Obligations have been paid in full, the
Commitment has expired or terminated and this Agreement has been terminated.

                   9.3 Rescission. If, at any time after acceleration of the
maturity of the Advances, Borrower shall pay all arrears of interest and all
payments on account of principal of the Advances which shall have become due
otherwise than by acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates specified in this Agreement)
and all Events of Default and Unmatured Events of Default (other than nonpayment
of principal of and accrued interest on the Advances due and payable solely by
virtue of acceleration) shall be remedied or waived pursuant to Section 11.4,
then by written notice to Borrower, the Requisite Lenders may elect, in its sole
discretion, to rescind and annul the acceleration and its consequences; but such
action shall not affect any subsequent Event of Default or Unmatured Event of
Default or impair any right or remedy consequent thereon. The provisions of the
preceding sentence are intended merely to bind the Lenders to a decision which
may be made at the election of the Requisite Lenders; they are not intended to
benefit Borrower and do not give Borrower the right to require the Lenders to
rescind or annul any acceleration hereunder, even if the conditions set forth
herein are met. Borrower shall have no right to enforce this Section 9.3, or to
make any claim hereunder, directly, or as a third party beneficiary, or
otherwise.

                                   ARTICLE 10
                                AGENCY PROVISIONS

        10.1 Appointment.

                   (a) Each Lender hereby (i) designates and appoints Wells
Fargo as Administrative Agent of such Lender under this Agreement and the other



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Loan Documents, (ii) authorizes and directs Administrative Agent to enter into
the Loan Documents other than this Agreement for the benefit of the Lenders, and
(iii) authorizes Administrative Agent to take such action on its behalf under
the provisions of this Agreement and the other Loan Documents and to exercise
such powers as are set forth herein or therein, together with such other powers
as are reasonably incidental thereto, subject to the limitations referred to in
Sections 10.10(a) and 10.10(b) and the other provisions of this Agreement
requiring consent or approval of all the Lenders or the Requisite Lenders.
Administrative Agent agrees to act as such on the express conditions contained
in this Article 10.

                   (b) The provisions of this Article 10 are solely for the
benefit of Administrative Agent and the Lenders, and Borrower shall not have any
right to rely on or enforce any of the provisions hereof (provided that Borrower
may rely on the provisions of Section 10.4(b) and Section 10.9); provided,
however, the foregoing shall in no way limit Borrower's obligations under this
Article 10. In performing its functions and duties under this Agreement,
Administrative Agent shall act solely as Administrative Agent of the Lenders and
does not assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for Borrower or any other Person.

                   10.2 Nature of Duties. Administrative Agent shall not have
any duties or responsibilities except those expressly set forth in this
Agreement or in the other Loan Documents. The duties of Administrative Agent
shall be administrative in nature. Subject to the provisions of Sections 10.5
and 10.7, Administrative Agent shall administer the Advances in the same manner
as it administers its own loans. Promptly following the effectiveness of this
Agreement, Administrative Agent shall send to each Lender its originally
executed Note and the executed original, to the extent the same are available in
sufficient numbers, of each other Loan Document other than the Notes in favor of
the other Lenders and filed or recorded security documents or instruments, with
the latter to be held and retained by Administrative Agent for the benefit of
all the Lenders. Administrative Agent shall not have by reason of this Agreement
a fiduciary relationship in respect of any Lender. Nothing in this Agreement or
any of the other Loan Documents, expressed or implied, is intended or shall be
construed to impose upon Administrative Agent any obligation in respect of this
Agreement or any of the other Loan Documents except as expressly set forth
herein or therein. Each Lender shall make its own independent investigation of
the financial condition and affairs of the REIT and Borrower in connection with
the making and the continuance of the Advances hereunder and shall make its own
appraisal of the creditworthiness of the REIT and Borrower, and, except as
specifically provided herein, Administrative Agent shall not have any duty or
responsibility, either initially or on a continuing basis, to provide any Lender
with any credit or other information with respect thereto, whether coming into
its possession before the Closing Date or at any time or times thereafter.



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               10.3 Disbursements of Advances.

               (a) Promptly, but in any event not later than 5:00 p.m. (San
Francisco time) on the same Business Day on which Administrative Agent receives
a Notice of Borrowing, Administrative Agent shall send a copy thereof by
facsimile to each other Lender and shall otherwise notify each Lender of the
proposed Advance and the Funding Date. Each Lender shall make available to
Administrative Agent (or the funding bank or entity designated by Administrative
Agent), the amount of such Lender's Pro Rata Share of such Advance in
immediately available funds not later than the times designated in Section
10.3(b). Unless Administrative Agent shall have been notified by any Lender not
later than the close of business (San Francisco time) on the Business Day
immediately preceding the Funding Date in respect of any Advance that such
Lender does not intend to make available to Administrative Agent such Lender's
Pro Rata Share of such Advance, Administrative Agent may assume that such Lender
shall make such amount available to Administrative Agent. If any Lender does not
notify Administrative Agent of its intention not to make available its Pro Rata
Share of such Advance as described above, but does not for any reason make
available to Administrative Agent such Lender's Pro Rata Share of such Advance,
such Lender shall pay to Administrative Agent forthwith on demand such amount,
together with interest thereon at the Federal Funds Rate. In any case where a
Lender does not for any reason make available to Administrative Agent such
Lender's Pro Rata Share of such Advance, Administrative Agent, in its sole
discretion, may, but shall not be obligated to, fund to Borrower such Lender's
Pro Rata Share of such Advance. If Administrative Agent funds to Borrower such
Lender's Pro Rata Share of such Advance and if such Lender subsequently pays to
Administrative Agent such corresponding amount, such amount so paid shall
constitute such Lender's Pro Rata Share of such Advance. Nothing in this Section
10.3(a) shall alter the respective rights and obligations of the parties
hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance.

               (b) Requests by Administrative Agent for funding by the Lenders
of Advances will be made by telecopy. Each Lender shall make the amount of its
Advance available to Administrative Agent in Dollars and in immediately
available funds, to such bank and account, in El Segundo, California as
Administrative Agent may designate, not later than 9:00 A.M. (San Francisco
time) on the Funding Date designated in the Notice of Borrowing with respect to
such Advance, but in no event earlier than two (2) Business Days following such
Lender's receipt of the applicable Notice of Borrowing.

               (c) Nothing in this Section 10.3 shall be deemed to relieve any
Lender of its obligation hereunder to make its Pro Rata Share of any Advance on
the applicable Funding Date, nor shall any Lender be responsible for the failure
of any other Lender to perform its obligations to make any Advance hereunder,
and the



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Pro Rata Share of any Lender shall not be increased or decreased as a result of
the failure by any other Lender to perform its obligation to make an Advance.

               10.4 Distribution and Apportionment of Payments.

                   (a) Subject to Section 10.4(b), payments actually received by
Administrative Agent for the account of the Lenders shall be paid to them
promptly after receipt thereof by Administrative Agent, but in any event within
one (1) Business Day, provided that Administrative Agent shall pay to the
Lenders interest thereon, at the Federal Funds Rate, from the Business Day
following receipt of such funds by Administrative Agent until such funds are
paid in immediately available funds to the Lenders. Subject to Section 10.4(b),
all payments of principal and interest in respect of outstanding Advances, all
payments of the fees described in this Agreement, and all payments in respect of
any other Obligations shall be allocated among such Lenders as are entitled
thereto, in proportion to their respective Pro Rata Shares or otherwise as
provided herein. Administrative Agent shall promptly distribute, but in any
event within one (1) Business Day after it receives the same, to each Lender at
its primary address set forth on the appropriate signature page hereof or on the
Assignment and Assumption, or at such other address as a Lender may request in
writing, such funds as it may be entitled to receive; provided that
Administrative Agent shall in any event not be bound to inquire into or
determine the validity, scope or priority of any interest or entitlement of any
Lender and may suspend all payments and seek appropriate relief (including,
without limitation, instructions from Requisite Lenders or all the Lenders, as
applicable, or an action in the nature of interpleader) in the event of any
doubt or dispute as to any apportionment or distribution contemplated hereby.
The order of priority herein is set forth solely to determine the rights and
priorities of the Lenders as among themselves and may at any time or from time
to time be changed by the Lenders as they may elect, in writing in accordance
with Section 11.4, without necessity of notice to or consent of or approval by
Borrower or any other Person. All payments or other sums received by
Administrative Agent for the account of the Lenders (including, without
limitation, principal and interest payments) shall not constitute property or
assets of the Administrative Agent and shall be held by Administrative Agent,
solely in its capacity as Administrative Agent for itself and the other Lenders,
subject to the Loan Documents.

                   (b) Notwithstanding any provision hereof to the contrary,
until such time as a Defaulting Lender has funded its Pro Rata Share of any
Advance which was previously a Non-Pro Rata Advance, or all the other Lenders
have received payment in full (whether by repayment or prepayment) of the
principal and interest due in respect of such Non-Pro Rata Advance, all of the
Obligations owing to such Defaulting Lender hereunder shall be subordinated in
right of payment, as provided in the following sentence, to the prior payment in
full of all principal, interest and fees in respect of all Non-Pro Rata Advances
in which the Defaulting Lender has not funded



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its Pro Rata Share (such principal, interest and fees being referred to as
"Senior Loans"). All amounts paid by Borrower and otherwise due to be applied to
the Obligations owing to the Defaulting Lender pursuant to the terms hereof
shall be distributed by Administrative Agent to the other Lenders in accordance
with their respective Pro Rata Shares (recalculated for purposes hereof to
exclude the Defaulting Lender's Pro Rata Share of the Commitment), until all
Senior Loans have been paid in full. This provision governs only the
relationship among Administrative Agent, each Defaulting Lender and the other
Lenders; nothing hereunder shall limit the obligation of Borrower to repay all
Advances in accordance with the terms of this Agreement, nor create an Event of
Default if payments are not made to a Defaulting Lender. The provisions of this
Section shall apply and be effective regardless of whether an Event of Default
occurs and is then continuing, and notwithstanding (i) any other provision of
this Agreement to the contrary, (ii) any instruction of Borrower as to its
desired application of payments or (iii) the suspension of such Defaulting
Lender's right to vote on matters which are subject to the consent or approval
of the Requisite Lenders or all the Lenders. No Facility Fee shall accrue in
favor of, or be payable to, such Defaulting Lender from the date of any failure
to fund Advances or reimburse Administrative Agent for any Liabilities and Costs
as herein provided until such failure has been cured, and Administrative Agent
shall be entitled to (A) withhold or setoff, and to apply to the payment of the
defaulted amount and any related interest, any amounts to be paid to such
Defaulting Lender under this Agreement, and (B) bring an action or suit against
such Defaulting Lender in a court of competent jurisdiction to recover the
defaulted amount and any related interest. In addition, the Defaulting Lender
shall indemnify, defend and hold Administrative Agent and each of the other
Lenders harmless from and against any and all Liabilities and Costs, plus
interest thereon at the Default Rate, which they may sustain or incur by reason
of or as a direct consequence of the Defaulting Lender's failure or refusal to
abide by its obligations under this Agreement.

               10.5 Rights, Exculpation, Etc. Neither Administrative Agent, any
Affiliate of Administrative Agent, nor any of their respective officers,
directors, employees, agents, attorneys or consultants, shall be liable to any
Lender for any action taken or omitted by them under this Agreement or under any
of the other Loan Documents, or in connection herewith or therewith, except that
Administrative Agent shall be liable for its gross negligence or willful
misconduct. Administrative Agent shall not be responsible to any Lender for any
recitals, statements, representations or warranties herein or for the execution,
effectiveness, genuineness, validity, enforceability, collectability or
sufficiency of this Agreement, or any of the other Loan Documents, or any of the
transactions contemplated hereby and thereby; or for the financial condition of
the REIT, Borrower or any of their Affiliates. Administrative Agent shall not be
required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of this Agreement or any of the other
Loan Documents or the financial condition of the REIT, Borrower or any of



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their Affiliates, or the existence or possible existence of any Unmatured Event
of Default or Event of Default.

               10.6 Reliance. Administrative Agent shall be entitled to rely
upon any written notices, statements, certificates, orders or other documents,
telecopies or any telephone message believed by it in good faith to be genuine
and correct and to have been signed, sent or made by the proper Person, and with
respect to all matters pertaining to this Agreement or any of the other Loan
Documents and its duties hereunder or thereunder, upon advice of legal counsel
(including counsel for Borrower), independent public accountants and other
experts selected by it.

               10.7 Indemnification. To the extent that Administrative Agent is
not reimbursed and indemnified by Borrower, the Lenders will reimburse, within
ten (10) Business Days after notice from Administrative Agent, and indemnify and
defend Administrative Agent from and against any and all Liabilities and Costs
which may be imposed on, incurred by, or asserted against it in any way relating
to or arising out of its role as Administrative Agent under this Agreement, or
any of the other Loan Documents or any action taken or omitted by Administrative
Agent under this Agreement, or any of the other Loan Documents, in proportion to
each Lender's Pro Rata Share; provided that no Lender shall be liable for any
portion of such Liabilities and Costs resulting from Administrative Agent's
gross negligence or willful misconduct. The obligations of the Lenders under
this Section 10.7 shall survive the payment in full of all Obligations and the
termination of this Agreement. In the event that after payment and distribution
of any amount by Administrative Agent to the Lenders, any Lender or third party,
including Borrower, any creditor of Borrower or a trustee in bankruptcy,
recovers from Administrative Agent any amount found to have been wrongfully paid
to Administrative Agent or disbursed by Administrative Agent to the Lenders,
then the Lenders, in proportion to their respective Pro Rata Shares, shall
reimburse Administrative Agent for all such amounts. Notwithstanding the
foregoing, Administrative Agent shall not be obligated to advance Liabilities
and Costs and may require the deposit by each Lender of its Pro Rata Share of
any material Liabilities and Costs reasonably anticipated by Administrative
Agent before they are incurred, made or payable.

               10.8 Administrative Agent Individually. With respect to its Pro
Rata Share of the Commitment and the Advances made by it, Administrative Agent
shall have and may exercise the same rights and powers hereunder and is subject
to the same obligations and liabilities as and to the extent set forth herein
for any other Lender. Administrative Agent and any Lender and its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of
banking, trust or other business with the REIT, Borrower or any of their
respective Affiliates as if it were not acting as Administrative Agent or a
Lender pursuant hereto.



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               10.9 Successor Administrative Agent; Resignation of
Administrative Agent; Removal of Administrative Agent.

               (a) Administrative Agent may resign from the performance of all
its functions and duties hereunder at any time by giving at least thirty (30)
Business Days' prior written notice to the Lenders and Borrower, and shall
automatically cease to be Administrative Agent hereunder in the event a petition
in bankruptcy shall be filed by or against Administrative Agent or the Federal
Deposit Insurance Corporation or any other Governmental Authority shall assume
control of Administrative Agent or Administrative Agent's interests under this
Agreement and the other Loan Documents. Further, the Requisite Lenders (other
than Administrative Agent) may remove Administrative Agent at any time for good
cause by giving at least thirty (30) Business Days' prior written notice to
Administrative Agent, Borrower and all other Lenders. Such resignation or
removal shall take effect upon the acceptance by a successor Administrative
Agent of appointment pursuant to clause (b) or (c).

               (b) Upon any such notice of resignation by or removal of
Administrative Agent, the Requisite Lenders shall appoint a successor
Administrative Agent which appointment shall be subject to Borrower's consent
(other than upon the occurrence and during the continuance of any Event of
Default), which shall not be unreasonably withheld or delayed. Any successor
Administrative Agent must be a Lender (i) the senior debt obligations of which
(or such Lender's parent's senior unsecured debt obligations) are rated not less
than Baa-2 by Moody's Investors Service, Inc. or a comparable rating by a rating
agency acceptable to the Requisite Lenders and (ii) which has total assets in
excess of Ten Billion Dollars ($10,000,000,000). Such successor Administrative
Agent shall separately confirm in writing with Borrower the fee to be paid to
such Administrative Agent pursuant to Section 2.5(c).

               (c) If a successor Administrative Agent shall not have been so
appointed within said thirty (30) Business Day period, the retiring or removed
Administrative Agent, with the consent of Borrower (other than upon the
occurrence and during the continuance of any Event of Default)(which may not be
unreasonably withheld or delayed), shall then appoint a successor Administrative
Agent who shall meet the requirements described in subsection (b) above and who
shall serve as Administrative Agent until such time, if any, as the Requisite
Lenders, with the consent of Borrower (other than upon the occurrence and during
the continuance of any Event of Default), appoint a successor Administrative
Agent as provided above.

               10.10 Consent and Approvals.

               (a) In addition to any other term or provision of this Agreement
which requires the consent or approval of, or other action by, the Requisite
Lenders,



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each consent, approval, amendment, modification or waiver specifically
enumerated in this Section 10.10(a) shall require the consent of the Requisite
Lenders:

                      (i) Approval of any material amendment of organizational
        documents (Section 7.2);

                      (ii) Approval of certain changes in the senior management
        (Section 7.4);

                      (iii) Acceleration following an Event of Default (Section
        9.2(a)) or rescission of such acceleration (Section 9.3);

                      (iv) Approval of the exercise of rights and remedies under
        the Loan Documents following an Event of Default (Section 9.2(a));

                      (v) Approval of a change in the method of calculation of
        any financial covenants, standards or terms as a result of a change in
        GAAP (Section 11.3); and

                      (vi) Except as referred to in subsection (b) below,
        approval of any amendment, modification or termination of this
        Agreement, or waiver of any provision herein.

               (b) Each consent, approval, amendment, modification or waiver
specifically enumerated in Section 11.4 shall require the consent of all the
Lenders.

               (c) In addition to the required consents or approvals referred to
in subsection (a) above, Administrative Agent may at any time request
instructions from Requisite Lenders with respect to any actions or approvals
which, by the terms of this Agreement or of any of the Loan Documents,
Administrative Agent is permitted or required to take or to grant without
instructions from Lenders and if such instructions are promptly requested,
Administrative Agent shall be absolutely entitled to refrain from taking any
action or to withhold any approval and shall not be under any liability
whatsoever to any Person for refraining from taking any action or withholding
any approval under any of the Loan Documents until it shall have received such
instructions from the Requisite Lenders. Without limiting the foregoing, no
Lender shall have any right of action whatsoever against Administrative Agent as
a result of Administrative Agent acting or refraining from acting under this
Agreement, or any of the other Loan Documents in accordance with the
instructions of the Requisite Lenders or, where applicable, all the Lenders.
Administrative Agent shall promptly notify each Lender at any time that the
Requisite Lenders have instructed Administrative Agent to act or refrain from
acting pursuant hereto.

               (d) Each Lender agrees that any action taken by Administrative
Agent at the direction or with the consent of the Requisite Lenders in
accordance with



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the provisions of this Agreement or any Loan Document, and the exercise by
Administrative Agent at the direction or with the consent of the Requisite
Lenders of the powers set forth herein or therein, together with such other
powers as are reasonably incidental thereto, shall be authorized and binding
upon all the Lenders, except for actions specifically requiring the approval of
all the Lenders. All communications from Administrative Agent to the Lenders
requesting Lenders' determination, consent, approval or disapproval (i) shall be
given in the form of a written notice to each Lender, (ii) shall be accompanied
by a description of the matter or thing as to which such determination,
approval, consent or disapproval is requested, or shall advise each Lender where
such matter or thing may be inspected, or shall otherwise describe the matter or
issue to be resolved, (iii) shall include, if reasonably requested by a Lender
and to the extent not previously provided to such Lender, written materials and
a summary of all oral information provided to Administrative Agent by Borrower
in respect of the matter or issue to be resolved, and (iv) shall include
Administrative Agent's recommended course of action or determination in respect
thereof. Each Lender shall reply promptly, but in any event within ten (10)
Business Days (the "Lender Reply Period"). Unless a Lender shall give written
notice to Administrative Agent that it objects to the recommendation or
determination of Administrative Agent (together with a written explanation of
the reasons behind such objection) within the Lender Reply Period, such Lender
shall be deemed to have approved of or consented to such recommendation or
determination and Borrower and each other Lender may rely on such approval as if
given. With respect to decisions requiring the approval of the Requisite Lenders
or all the Lenders, Administrative Agent shall submit its recommendation or
determination for approval of or consent to such recommendation or determination
to all the Lenders and upon receiving the required approval or consent shall
follow the course of action or determination recommended to the Lenders by
Administrative Agent or such other course of action recommended by the Requisite
Lenders, and each non-responding Lender shall be deemed to have concurred with
such recommended course of action.

               10.11 Certain Agency Provisions Relating to Enforcement. Should
Administrative Agent (i) employ counsel for advice or other representation
(whether or not any suit has been or shall be filed) with respect to any of the
Loan Documents, or (ii) commence any proceeding or in any way seek to enforce
its rights or remedies under the Loan Documents, each Lender, upon demand
therefor from time to time, shall contribute its share (based on its Pro Rata
Share) of the reasonable costs and/or expenses of any such advice or other
representation or enforcement, including, but not limited to, court costs, title
company charges, filing and recording fees, appraisers' fees and fees and
expenses of attorneys to the extent not otherwise reimbursed by Borrower;
provided that Administrative Agent shall not be entitled to reimbursement of its
attorneys' fees and expenses incurred in connection with the resolution of
disputes between Administrative Agent and other Lenders unless Administrative
Agent shall be the prevailing party in any such dispute. Any loss of principal
and/or



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interest resulting from any Event of Default shall be shared by the Lenders in
accordance with their respective Pro Rata Shares. It is understood and agreed
that in the event Administrative Agent determines it is necessary to engage
counsel for the Lenders from and after the occurrence of an Event of Default,
said counsel shall be selected by Administrative Agent.

               10.12 Ratable Sharing. Subject to Sections 10.3 and 10.4, the
Lenders agree among themselves that (i) with respect to all amounts received by
them which are applied to the payment of the Obligations, equitable adjustment
will be made so that, in effect, all such amounts will be shared among them
ratably in accordance with their Pro Rata Shares, whether received by voluntary
payment, by counterclaim or cross action or by the enforcement of any or all of
the Obligations, (ii) if any of them shall by voluntary payment or by the
exercise of any right of counterclaim or otherwise, receive payment of a
proportion of the aggregate amount of the Obligations held by it which is
greater than its Pro Rata Share of the payments on account of the Obligations,
the one receiving such excess payment shall purchase, without recourse or
warranty, an undivided interest and participation (which it shall be deemed to
have done simultaneously upon the receipt of such payment) in such Obligations
owed to the others so that all such recoveries with respect to such Obligations
shall be applied ratably in accordance with their Pro Rata Shares; provided,
that if all or part of such excess payment received by the purchasing party is
thereafter recovered from it, those purchases shall be rescinded and the
purchase prices paid for such participations shall be returned to that party to
the extent necessary to adjust for such recovery, but without interest except to
the extent the purchasing party is required to pay interest in connection with
such recovery. Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this Section 10.12 may, to the fullest extent
permitted by law, exercise all its rights of payment with respect to such
participation as fully as if such Lender were the direct creditor of Borrower in
the amount of such participation. No Lender shall exercise any setoff, banker's
lien or other similar right in respect to any Obligations without the prior
written approval by Administrative Agent.

               10.13 Delivery of Documents. Administrative Agent shall, as soon
as reasonably practicable, distribute to each Lender at its primary address set
forth on the appropriate counterpart signature page hereof, or at such other
address as a Lender may request in writing, (i) copies of all documents to which
such Lender is a party or of which such Lender is a beneficiary, (ii) all
documents of which Administrative Agent receives copies from Borrower pursuant
to Sections 5.1 and 11.6, (iii) all other documents or information which
Administrative Agent is required to send to the Lenders pursuant to the terms of
this Agreement, (iv) all other information or documents received by
Administrative Agent at the request of any Lender, and (v) all notices received
by Administrative Agent pursuant to Section 5.2. In addition, within fifteen
(15) Business Days after receipt of a request in writing from a Lender for



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written information or documents provided by or prepared by Borrower, the REIT
or any Consolidated Entity, Administrative Agent shall deliver such written
information or documents to such requesting Lender if Administrative Agent has
possession of such written information or documents in its capacity as
Administrative Agent or as a Lender.

               10.14 Notice of Events of Default. Administrative Agent shall not
be deemed to have knowledge or notice of the occurrence of any Unmatured Event
of Default or Event of Default (other than nonpayment of principal of or
interest on the Advances) unless Administrative Agent has received notice in
writing from a Lender or Borrower describing such event or condition and
expressly stating that such notice is a notice of an Unmatured Event of Default
or Event of Default. Should Administrative Agent receive such notice of the
occurrence of an Unmatured Event of Default or Event of Default, or should
Administrative Agent send Borrower a notice of Unmatured Event of Default or
Event of Default, Administrative Agent shall promptly give notice thereof to
each Lender. If any individual employed by any Lender who is responsible for
managing, or otherwise involved in, the relationship between such Lender and
Borrower in connection with this Agreement or such Lender and Administrative
Agent in connection with this Agreement, has or acquires actual knowledge of an
Unmatured Event of Default or Event of Default, such Lender shall promptly give
written notice thereof to Administrative Agent.

               10.15 Syndication Agent and Documentation Agent. Notwithstanding
anything contained herein which may be construed to the contrary, neither the
Syndication Agent nor the Documentation Agent shall exercise any of the rights
or have any of the responsibilities of the Administrative Agent hereunder, or
any other rights or responsibilities other than their respective rights and
responsibilities as Lenders hereunder.

                                   ARTICLE 11
                                  MISCELLANEOUS


               11.1 Expenses.

               (a) Generally. Borrower agrees to pay, or reimburse
Administrative Agent for, within seven (7) days after receipt of written demand,
all of Administrative Agent's external audit, legal, appraisal, valuation and
investigation expenses and for all other reasonable costs and expenses of every
type and nature (including, without limitation, the fees and charges of outside
appraisers and reasonable fees, expenses and disbursements of Administrative
Agent's internal appraisers, environmental advisors or legal counsel) incurred
by Administrative Agent at any time (whether prior to, on or after the date of
this Agreement) in connection with (i) its own audit and investigation of
Borrower and the REIT; (ii) the negotiation, preparation and execution of this



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Agreement (including, without limitation, the satisfaction or attempted
satisfaction of any of the conditions set forth in Article 3), and the other
Loan Documents and the making of the Advances; (iii) review and investigation of
Real Property which is proposed for inclusion within the Unencumbered Pool and
Unencumbered Assets within the Unencumbered Pool; (iv) administration of this
Agreement, the other Loan Documents and the Advances, including, without
limitation, consultation with attorneys in connection therewith; (v) syndication
of, assignments of and participations in this Agreement and the other Loan
Documents; and (vi) the protection, collection or enforcement of any of the
Obligations.

               (b) After Event of Default. Borrower further agrees to pay, or
reimburse Administrative Agent and the Lenders, for all reasonable out-of-pocket
costs and expenses, including, without limitation, the reasonable attorneys'
fees and disbursements of one law firm incurred by Administrative Agent or the
Lenders after the occurrence and during the continuance of an Event of Default
(i) in enforcing any Obligation or exercising or enforcing any other right or
remedy available by reason of such Event of Default; (ii) in connection with any
refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a "work-out" or in any insolvency or bankruptcy
proceeding; (iii) in commencing, defending or intervening in any litigation or
in filing a petition, complaint, answer, motion or other pleadings in any legal
proceeding relating to Borrower or the REIT and related to or arising out of the
transactions contemplated hereby; or (iv) in taking any other action in or with
respect to any suit or proceeding (whether in bankruptcy or otherwise).

               11.2 Indemnity. Borrower further agrees to defend, protect,
indemnify and hold harmless Administrative Agent, each and all of the Lenders,
each of their respective Affiliates and each of the respective officers,
directors, employees, agents, attorneys and consultants (including, without
limitation, those retained in connection with the satisfaction or attempted
satisfaction of any of the conditions set forth in Article 3) of each of the
foregoing (collectively called the "Indemnitees") from and against any and all
Liabilities and Costs imposed on, incurred by, or asserted against such
Indemnitees (whether based on any federal or state laws or other statutory
regulations, including, without limitation, securities and commercial laws and
regulations, under common law or in equity, and based upon contract or
otherwise, including any liability and costs arising as a result of a
"prohibited transaction" under ERISA to the extent arising from or in connection
with the past, present or future operations of the REIT or Borrower or their
respective predecessors in interest) in any manner relating to or arising out of
this Agreement or the other Loan Documents, or any act, event or transaction
related or attendant thereto, the making of and participation in the Advances
and the management of the Advances, or the use or intended use of the proceeds
of the Advances (collectively, the "Indemnified Matters"); provided, however,
that Borrower shall have no obligation to an Indemnitee hereunder with respect
to (a) matters for which such Indemnitee has been compensated



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pursuant to or for which an exemption is provided in Section 2.4(g) or any other
provision of this Agreement, and (b) Indemnified Matters to the extent caused by
or resulting from the willful misconduct or gross negligence of that Indemnitee,
as determined by a court of competent jurisdiction. To the extent that the
undertaking to indemnify, pay and hold harmless set forth in the preceding
sentence may be unenforceable because it is violative of any law or public
policy, Borrower shall contribute the maximum portion which it is permitted to
pay and satisfy under applicable law to the payment and satisfaction of all
Indemnified Matters incurred by the Indemnitees.

               11.3 Change in Accounting Principles and "Funds from Operations"
Definition. Except as otherwise provided herein, if any changes in accounting
principles from those used in the preparation of the most recent financial
statements delivered to Administrative Agent pursuant to the terms hereof are
hereafter required or permitted by the rules, regulations, pronouncements and
opinions of the Financial Accounting Standards Board or the American Institute
of Certified Public Accountants (or successors thereto or agencies with similar
functions) and are adopted by the REIT or Borrower with the agreement of its
Accountants and such changes result in a change in the method of calculation of
any of the financial covenants, standards or terms found herein, the parties
hereto agree to enter into negotiations in order to amend such provisions so as
to equitably reflect such changes with the desired result that the criteria for
evaluating the financial condition of the REIT and the Consolidated Entities
shall be the same after such changes as if such changes had not been made;
provided, however, that no change in GAAP that would affect the method of
calculation of any of the financial covenants, standards or terms shall be given
effect in such calculations until such provisions are amended, in a manner
satisfactory to the Requisite Lenders, to so reflect such change in accounting
principles. The definition of "Funds from Operations" set forth in Article 1 is
based upon the definition of "Funds From Operations" promulgated by the National
Association of Real Estate Investment Trusts and effective as of January 1, 2000
(the "NAREIT Definition"). If the NAREIT Definition is modified after the date
of this Agreement, the parties hereto agree to enter into negotiations if any
party so requests in order to amend the definition of "Funds from Operations"
set forth in this Agreement to make it consistent with the modified NAREIT
Definition; provided, however, that no change in such definition of "Funds from
Operations" shall be given effect until such definition is amended, in a manner
satisfactory to Requisite Lenders, to so reflect such modification in the NAREIT
Definition of "Funds From Operations"; and provided further, however, that if
the effect of such change in the definition of "Funds from Operations" is to
restrict the amount of distributions permitted under this Agreement to amounts
less than what are required to maintain the REIT's status as a real estate
investment trust under the Code, then Borrower shall be permitted to make the
minimum distribution necessary to maintain the REIT's status as a real estate
investment trust under the Code so long



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as such distribution would have been permitted under the "Funds from Operations"
definition in effect as of the Closing Date.

               11.4 Amendments and Waivers. (a) No amendment or modification of
any provision of this Agreement shall be effective without the written agreement
of Requisite Lenders (after notice to all the Lenders) and Borrower (except for
amendments to Section 10.4(a) which do not require the consent of Borrower), and
(b) no termination or waiver of any provision of this Agreement, or consent to
any departure by Borrower therefrom (except as expressly provided in Section
2.4(e) with respect to waivers of late fees), shall in any event be effective
without the written concurrence of the Requisite Lenders (after notice to all
the Lenders), which the Requisite Lenders shall have the right to grant or
withhold at their sole discretion, except that (A) the following amendments,
modifications or waivers shall require the consent of Requisite Lenders (which
Requisite Lenders must include Wells Fargo):

               (i) changing any provision contained in Section 8.2, Section 8.5
        or in Section 8.9; or

               (ii) changing the definitions of "Total Liabilities," "Gross
        Asset Value," "Unencumbered Asset Value," "Unencumbered Pool," or
        "Debt", or the definition of any defined term used in any of the
        foregoing definitions; and

(B) the following amendments, modifications or waivers shall require the consent
of all the Lenders:

               (iii) increasing the Commitment and/or any Lender's Pro Rata
        Share of the Commitment, except as otherwise provided in, and subject to
        the terms and conditions of Section 2.9;

               (iv) changing the principal amount or final maturity of the
        Advances or otherwise changing the Maturity Date, except as otherwise
        provided in, and subject to the terms and conditions of Section 2.1(e);

               (v) reducing the interest rates applicable to the Advances;

               (vi) reducing the rates on which fees payable pursuant hereto are
        determined;

               (vii) forgiving or delaying any amount payable or receivable
        under Article 2 (other than late fees in accordance with Section
        2.4(e));

               (viii) changing the definition of "Requisite Lenders" or "Pro
        Rata Shares";

               (ix) changing any provision contained in this Section 11.4;



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               (x) releasing any obligor under any Loan Document, unless such
        release is otherwise required or permitted by the terms of this
        Agreement;

               (xi) amending or otherwise modifying the Guaranty; or

               (xii) consenting to assignment by Borrower of all of its duties
        and Obligations hereunder pursuant to Section 11.14.

No amendment, modification, termination or waiver of any provision of Article 10
or any other provision referring to Administrative Agent shall be effective
without the written concurrence of Administrative Agent, but only if such
amendment, modification, termination or waiver alters the obligations or rights
of Administrative Agent. Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was given. No notice
to or demand on Borrower in any case shall entitle Borrower to any other further
notice or demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this Section 11.4
shall be binding on each assignee, transferee or recipient of Administrative
Agent's or any Lender's Pro Rata Share of the Commitment under this Agreement or
the Advances at the time outstanding. Borrower shall be entitled to rely on any
amendment or waiver executed by the Administrative Agent on behalf of the
Lenders provided that Administrative Agent certifies to Borrower that
Administrative Agent obtained the approvals or consents required under this
Agreement of the Requisite Lender or all the Lenders, as the case may be.

               11.5 Independence of Covenants. All covenants hereunder shall be
given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or be otherwise within the limitations of, another covenant shall
not avoid the occurrence of an Event of Default or Unmatured Event of Default if
such action is taken or condition exists, and if a particular action or
condition is expressly permitted under any covenant, unless expressly limited to
such covenant, the fact that it would not be permitted under the general
provisions of another covenant shall not constitute an Event of Default or
Unmatured Event of Default if such action is taken or condition exists.

               11.6 Notices and Delivery. Unless otherwise specifically provided
herein, any consent, notice or other communication herein required or permitted
to be given shall be in writing and may be personally served, telecopied or sent
by courier service or United States mail and shall be deemed to have been given
when delivered in person or by courier service, upon receipt of a telecopy (or
on the next Business Day if such telecopy is received on a non-Business Day or
after 5:00 p.m. on a Business Day) or four (4) Business Days after deposit in
the United States mail (registered or certified, with postage prepaid and
properly addressed). Notices to



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Administrative Agent pursuant to Article 2 shall not be effective until received
by Administrative Agent. For the purposes hereof, the addresses of the parties
hereto (until notice of a change thereof is delivered as provided in this
Section 11.6) shall be as set forth below each party's name on the signature
pages hereof, or, as to each party, at such other address as may be designated
by such party in a written notice to all of the other parties. All deliveries to
be made to Administrative Agent for distribution to the Lenders shall be made to
Administrative Agent at the address specified for notice on the signature page
hereto and in addition, a sufficient number of copies of each such delivery
shall be delivered to Administrative Agent for delivery to each Lender at the
address specified for deliveries on the signature page hereto or such other
address as may be designated by Administrative Agent in a written notice.

               11.7 Survival of Warranties, Indemnities and Agreements. All
agreements, representations, warranties and indemnities made or given herein
shall survive the execution and delivery of this Agreement and the other Loan
Documents and the making and repayment of the Advances hereunder and such
indemnities shall survive termination hereof.

               11.8 Failure or Indulgence Not Waiver; Remedies Cumulative. No
failure or delay on the part of Administrative Agent or any Lender in the
exercise of any power, right or privilege under any of the Loan Documents shall
impair such power, right or privilege or be construed to be a waiver of any
default or acquiescence therein, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege. All rights and remedies existing under the
Loan Documents are cumulative to and not exclusive of any rights or remedies
otherwise available.

               11.9 Payments Set Aside. To the extent that Borrower makes a
payment or payments to Administrative Agent or the Lenders, or Administrative
Agent or the Lenders exercise their rights of setoff, and such payment or
payments or the proceeds of such setoff or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such recovery, the Obligation or part thereof originally intended to
be satisfied, and all rights and remedies therefor, shall be revived and
continued in full force and effect as if such payment had not been made or such
setoff had not occurred.

               11.10 Severability. In case any provision in or obligation under
this Agreement or the other Loan Documents shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby,
provided, however, that if the rates of interest or any other amount payable
hereunder, or the collectability thereof, are declared to be or



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become invalid, illegal or unenforceable, the Lenders' obligations to make
Advances shall not be enforceable.

               11.11 Headings. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.

               11.12 Governing Law; Waiver. THIS AGREEMENT SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
CALIFORNIA.

               11.13 Limitation of Liability. To the extent permitted by
applicable law, no claim may be made by Borrower, any Lender or any other Person
against Administrative Agent or any Lender, or the affiliates, directors,
officers, employees, attorneys or agents of any of them, for any special,
indirect, consequential or punitive damages in respect of any claim for breach
of contract or any other theory of liability arising out of or related to the
transactions contemplated by this Agreement, or any act, omission or event
occurring in connection therewith; and Borrower and each Lender hereby waive,
release and agree not to sue upon any claim for any such damages, whether or not
accrued and whether or not known or suspected to exist in its favor.

               11.14 Successors and Assigns. This Agreement and the other Loan
Documents shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and
the successors and permitted assigns of Administrative Agent and the Lenders.
The terms and provisions of this Agreement shall inure to the benefit of any
permitted assignee or transferee of the Advances and the Pro Rata Shares of the
Commitment of the Lenders under this Agreement, and in the event of such
transfer or assignment, the rights and privileges herein conferred upon
Administrative Agent and the Lenders shall automatically extend to and be vested
in such transferee or assignee, all subject to the terms and conditions hereof.
Borrower's rights and interests hereunder and under the other Loan Documents,
and Borrower's duties and Obligations hereunder and under the other Loan
Documents, shall not be assigned or otherwise transferred without the consent of
all the Lenders.

               11.15 Consent to Jurisdiction and Service of Process; Waiver of
Jury Trial. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE, AND ALL JUDICIAL PROCEEDINGS
BROUGHT BY BORROWER WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
SHALL BE, BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION HAVING
SITUS WITHIN THE BOUNDARIES OF THE FEDERAL COURT DISTRICT OF THE SOUTHERN
DISTRICT OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,



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BORROWER ACCEPTS, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY
AGREES TO BE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY FROM WHICH NO APPEAL
HAS BEEN TAKEN OR IS AVAILABLE. BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY
THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
TO ITS NOTICE ADDRESS SPECIFIED ON THE SIGNATURE PAGES HEREOF. BORROWER,
ADMINISTRATIVE AGENT AND THE LENDERS IRREVOCABLY WAIVE (A) TRIAL BY JURY IN ANY
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
AND (B) ANY OBJECTION (INCLUDING WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE.
NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER
TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

               11.16 Counterparts; Effectiveness; Inconsistencies. This
Agreement and any amendments, waivers, consents or supplements hereto may be
executed in counterparts, each of which when so executed and delivered shall be
deemed an original, but all of which, taken together, shall constitute but one
and the same instrument. This Agreement shall become effective when (i)
Borrower, the initial Lenders and Administrative Agent have duly executed and
delivered signature pages of this Agreement to each other (delivery by Borrower
to the Lenders and by any Lender to Borrower and any other Lender being deemed
to have been made by delivery to Administrative Agent) and (ii) Administrative
Agent has received all fees due under its separate agreement with Borrower.
Administrative Agent shall send written confirmation of the Closing Date to
Borrower and each other Lender promptly following the occurrence thereof. This
Agreement and each of the other Loan Documents shall be construed to the extent
reasonable to be consistent one with the other, but to the extent that the terms
and conditions of this Agreement are actually and directly inconsistent with the
terms and conditions of any other Loan Document, this Agreement shall govern.

               11.17 Performance of Obligations. Borrower agrees that
Administrative Agent may, but shall have no obligation to, make any payment or
perform any act



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required of Borrower under any Loan Document which Borrower has failed to make
or do.

               11.18 Construction. The parties to this Agreement acknowledge
that each party and its counsel have reviewed and revised this Agreement and
that the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any amendments or exhibits hereto.

               11.19 Entire Agreement. This Agreement, taken together with all
of the other Loan Documents and all certificates and other documents delivered
by Borrower to Administrative Agent, embodies the entire agreement and supersede
all prior agreements, written and oral, relating to the subject matter hereof.

               11.20  Assignments and Participations.

               (a) After first obtaining the approval of Administrative Agent
and Borrower (provided that the approval of Borrower shall not be required upon
the occurrence and during the continuance of any Event of Default), which
approval shall not be unreasonably withheld or delayed, each Lender may assign
to one or more banks or financial institutions, all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a
portion of its Pro Rata Share of the Commitment and the Advances owing to it)
and the other Loan Documents; provided, however, that (i) each such assignment
shall be of a constant, and not a varying, percentage of the assigning Lender's
rights and obligations under this Agreement and the other Loan Documents, and
such percentage of the assigning Lender's rights and obligations shall be the
same percentage with respect to both such Lender's Pro Rata Share of the
Commitment and Advances, (ii) the aggregate amount of the Pro Rata Share of the
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Assumption with
respect to such assignment) shall in no event be less than Ten Million Dollars
($10,000,000) and shall be an integral multiple of One Million Dollars
($1,000,000), (iii) the parties to each such assignment shall execute and
deliver to Administrative Agent, for its approval and acceptance, an Assignment
and Assumption, (iv) Administrative Agent shall receive from the assignor a
processing fee of Three Thousand Dollars ($3,000) and (v) if such assignment is
less than all of the Pro Rata Share of the Commitment of the assigning Lender,
after giving effect to such assignment, the aggregate amount of the Pro Rata
Share of the Commitment of the assigning Lender shall in no event be less than
Fifteen Million Dollars ($15,000,000). Without restricting the right of Borrower
or Administrative Agent to reasonably object to any bank or financial
institution becoming an assignee of an interest of a Lender hereunder, each
proposed assignee must be an existing Lender or a bank or financial institution
which (A) has (or, in the case of a bank which is a subsidiary, such bank's
parent has) a rating of its senior unsecured debt obligations of not less than
Baa-2 by



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Moody's Investors Service, Inc. or a comparable rating by a rating agency
acceptable to Administrative Agent and (B) has total assets in excess of Ten
Billion Dollars ($10,000,000,000). Unless Administrative Agent or Borrower gives
written notice to the assigning Lender that it objects to the proposed
assignment (together with a written explanation of the reasons behind such
objection) within ten (10) Business Days following receipt of the assigning
Lender's written request for approval of the proposed assignment, Administrative
Agent or Borrower, as the case may be, shall be deemed to have approved such
assignment. Upon such execution, delivery, approval and acceptance, and upon the
effective date specified in the applicable Assignment and Assumption, (X) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Assumption, have the rights and obligations of a Lender hereunder, and (Y) the
assigning Lender thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Assumption,
relinquish its rights and be released from its obligations under this Agreement.

               (b) By executing and delivering an Assignment and Assumption, the
assigning Lender thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Assumption, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or any other Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
Loan Document or any other instrument or document furnished pursuant hereto;
(ii) such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the REIT or Borrower
or the performance or observance by the REIT or Borrower of any of their
respective obligations under any Loan Document or any other instrument or
document furnished pursuant hereto; (iii) such assignee confirms that it has
received a copy of this Agreement, together with copies of the financial
statements referred to in Article 4 or delivered pursuant to Article 5 to the
date of such assignment and such other Loan Documents and other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Assumption; (iv) such assignee will,
independently and without reliance upon Administrative Agent, such assigning
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee appoints and
authorizes Administrative Agent to take such action as Administrative Agent on
its behalf and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to Administrative Agent by the terms hereof and
thereof, together with such powers as are reasonably incidental thereto; and
(vi) such assignee agrees that it will perform in accordance with



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their terms all of the obligations which by the terms of this Agreement are
required to be performed by it as a Lender.

               (c) Administrative Agent shall maintain, at its address referred
to on the counterpart signature pages hereof, a copy of each Assignment and
Assumption delivered to and accepted by it and shall record in the Loan Account
the names and addresses of each Lender and the Pro Rata Share of the Commitment
of, and principal amount of the Advances owing to, such Lender from time to
time. Borrower, Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Loan Account as a Lender hereunder for all purposes of
this Agreement.

               (d) Upon its receipt of an Assignment and Assumption executed by
an assigning Lender and an assignee approved by Administrative Agent and
Borrower as provided in Section 11.20(a), Administrative Agent shall, if such
Assignment and Assumption has been properly completed and is in substantially
the form of Exhibit A, (i) accept such Assignment and Assumption, (ii) record
the information contained therein in the Loan Account, and (iii) give prompt
notice thereof to Borrower. Upon request, Borrower will execute and deliver to
Administrative Agent an appropriate replacement promissory note or replacement
promissory notes in favor of each assignee (and assignor, if such assignor is
retaining a portion of its Pro Rata Share of the Commitment and Advances)
reflecting such assignee's (and assignor's) Pro Rata Share of the Commitment.
Upon execution and delivery of such replacement promissory note(s) the original
promissory note or notes evidencing all or a portion of the Pro Rata Share of
the Commitment and Advances being assigned shall be canceled and returned to
Borrower.

               (e) Each Lender may sell participations to one or more banks or
other entities in or to all or a portion of its rights and obligations under
this Agreement without the consent of any other party to this Agreement
(including, without limitation, all or a portion of its Pro Rata Share of the
Commitment and the Advances owing to it) and the other Loan Documents; provided,
however, that (i) such Lender's obligations under this Agreement (including,
without limitation, its obligation to fund its Pro Rata Share of the Commitment
to Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations, (iii) the participating banks or other financial institutions shall
not be a Lender hereunder for any purpose, (iv) Borrower, 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 with regard to any and all payments to be made under this
Agreement, (v) the participation interest shall be expressed as a percentage of
the granting Lender's Pro Rata Share of the Commitment as it then exists and
shall not restrict an increase in the Commitment, or in the granting Lender's
Pro Rata Share of the Commitment, so long as the amount of the participation
interest is not affected thereby and (vi) the



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consent of the holder of such participation interest shall not be required for
amendments or waivers of provisions of the Loan Documents and the holder of any
such participation shall not be entitled to voting rights under their
participation agreement except for voting rights with respect to (A) extensions
of the Maturity Date; or (B) decreases in the interest rates or fees described
in this Agreement.

               (f) Borrower will use reasonable efforts to cooperate with
Administrative Agent and the Lenders in connection with the assignment of
interests under this Agreement or the sale of participations herein.

               (g) Anything in this Agreement to the contrary notwithstanding,
and without the need to comply with any of the formal or procedural requirements
of this Agreement, including Section 11.20, any Lender may at any time and from
time to time pledge and assign all or any portion of its rights under all or any
of the Loan Documents to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from its obligations thereunder.

               (h) Anything in this Agreement to the contrary notwithstanding,
any Lender may assign all or any portion of its rights and obligations under
this Agreement to another branch or Affiliate of such Lender without first
obtaining the approval of Administrative Agent and Borrower, provided that (i)
at the time of such assignment such Lender is not a Defaulting Lender, (ii) such
Lender gives Administrative Agent and Borrower at least fifteen (15) days' prior
written notice of any such assignment, (iii) the parties to each such assignment
execute and deliver to Administrative Agent an Assignment and Assumption, and
(iv) Administrative Agent receives from assignor a processing fee of Three
Thousand Dollars ($3,000).

               (i) No Lender shall be permitted to assign or sell all or any
portion of its rights and obligations under this Agreement to Borrower or any
Affiliate of Borrower.

               (j) The dissemination or disclosure by any Lender to any
prospective assignee or participant of any confidential information obtained by
Administrative Agent or the Lenders pursuant to this Agreement or in connection
with the Advances is subject to the terms of Section 5.3.

               (k) Wells Fargo agrees that, so long as Well Fargo is the
Administrative Agent under this Agreement, it will not assign all or any portion
of its rights and obligations under this Agreement if, after giving effect to
such assignment or sale, Wells Fargo's Pro Rata Share of the Commitment would be
less than that of any other Lender.



                                      111
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               IN WITNESS WHEREOF, this Agreement has been duly executed as of
the date set forth above.

                                         BORROWER: ARDEN REALTY LIMITED
                                         PARTNERSHIP, a Maryland limited
                                         partnership

                                         By: ARDEN REALTY, INC.,
                                                 a Maryland corporation,
                                                 Its sole general partner


                                                 By /s/ DIANA M. LAING
                                                    ----------------------------
                                                    Diana Laing
                                                    Its Chief Financial Officer


                                         ADDRESS FOR NOTICE AND DELIVERY:

                                         Arden Realty Limited Partnership
                                         11601 Wilshire Boulevard, 4th Floor
                                         Los Angeles, CA  90025-1740
                                         Attention:  Ms. Diana Laing

                                         Tel:      (310) 966-2600
                                         Fax:      (310) 966-2699



                                      S-1
<PAGE>   118

ADMINISTRATIVE AGENT:                    WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                         as Administrative Agent


                                         By /s/ TONYA BROWN
                                            ------------------------------------
                                             Tonya Brown
                                             Its Vice President


                                         ADDRESS FOR NOTICE AND DELIVERY:

                                         Wells Fargo Bank, N.A.
                                         Real Estate Group
                                           MAC 2064-129
                                         333 South Grand Avenue, 12th Floor
                                         Los Angeles, California 90071
                                         Attention:  Office Manager

                                         Tel:      (213) 253-7300
                                         Fax:      (213) 620-1460




LENDERS:                                 WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                         as a Lender


                                         By /s/ TONYA BROWN
                                            ------------------------------------
                                             Tonya Brown
                                             Its Vice President


                                         ADDRESS FOR NOTICE AND DELIVERY:

                                         Wells Fargo Bank, N.A.
                                         Real Estate Group
                                           MAC 2064-129
                                         333 South Grand Avenue, 12th Floor
                                         Los Angeles, California 90071
                                         Attention:  Office Manager

                                         Tel:      (213) 253-7300
                                         Fax:      (213) 620-1460



                                      S-2
<PAGE>   119

                                         LIBOR OFFICE:

                                         Real Estate Group Disbursement Center
                                         2120 East Park Place, Suite 100
                                         El Segundo, California 90245
                                         Attention:  Nanette Douglas

                                         Tel:      (310) 335-9529
                                         Fax:      (310) 615-1014


                                         COMMERZBANK AG,
                                         New York Branch
                                         and Grand Cayman Branch


                                         By /s/ DAVID SCHWARZ
                                            ------------------------------------

                                             Its  Vice President
                                                 -------------------------------


                                         By /s/ E. MARCUS PERRY
                                            ------------------------------------

                                             Its Assistant Vice President
                                                 -------------------------------


                                         ADDRESS FOR NOTICE AND DELIVERY:

                                         633 West Fifth Street, Suite 6600
                                         Los Angeles, CA  90071
                                         Attention:  Steven F. Larsen

                                         Tel:      (213) 623-8223
                                         Fax:      (213) 623-0039


                                         LIBOR OFFICE:

                                         633 West Fifth Street, Suite 6600
                                         Los Angeles, CA  90071
                                         Attention:  Steven F. Larsen

                                         Tel:      (213) 623-8223
                                         Fax:      (213) 623-0039



                                      S-3
<PAGE>   120

                                         DRESDNER BANK AG,
                                         New York Branch and
                                         Grand Cayman Branch


                                         By /s/ ALLEN KIRSCHENBAUM
                                            ------------------------------------

                                             Its  Vice President
                                                 -------------------------------


                                         By /s/ ADEN KUN
                                            ------------------------------------

                                             Its  Assistant Vice President
                                                 -------------------------------


                                         ADDRESS FOR NOTICE AND DELIVERY:

                                         Dresdner Bank AG
                                         333 South Grand Avenue, Suite 1700
                                         Los Angeles, CA  90071
                                         Attention:  Mr. Tom Malkasian

                                         Tel:      (213) 473-5430
                                         Fax:      (213) 473-5450


                                         LIBOR OFFICE:

                                         Dresdner Bank AG
                                         75 Wall Street
                                         New York, NY  10005
                                         Attention:  Ms. Maria Pena

                                         Tel:  (212) 429-2677
                                         Fax:  (212) 429-2130
                                         PNC BANK, NATIONAL ASSOCIATION


                                         By /s/ [ILLEGIBLE]
                                            ------------------------------------

                                             Its  Vice President
                                                 -------------------------------



                                      S-4
<PAGE>   121

                                         ADDRESS FOR NOTICE AND DELIVERY:

                                         PNC Bank, National Association
                                         Real Estate Banking, 19th Floor
                                         PI-POPP-19-2
                                         One PNC Plaza
                                         249 Fifth Avenue
                                         Pittsburgh, PA  15222-2707
                                         Attention:  Mr. David C. Martens

                                         Tel:      (412) 762-8597
                                         Fax:      (412) 762-6500


                                         LIBOR OFFICE:

                                         249 Fifth Avenue, PI-POPP-19-2
                                         Pittsburgh, PA  15222
                                         Attention:  Ms. Jan Dotchin

                                         Tel:  (412) 762-3986
                                         Fax:  (412) 762-6500



                                      S-5
<PAGE>   122

THE CHASE MANHATTAN BANK


By /s/ MARC E. COSTANTINO
    ------------------------------------

    Its  Vice President
        -------------------------------


By
   ------------------------------------

    Its
        -------------------------------


ADDRESS FOR NOTICE AND DELIVERY:

The Chase Manhattan Bank
1 Chase Manhattan Plaza, 8th Floor
New York, NY 10081
Attention: Christina Gould

Tel:  (212) 552-7684
Fax:  (212) 552-5701


LIBOR OFFICE:

The Chase Manhattan Bank
27 Park Avenue, 31st Floor
New York, NY  10017
Attention:  Ms. Elena Gillcrist

Tel:  (212) 270-9555
Fax:  (212) 270-3513
LEHMAN COMMERCIAL PAPER INC.,
as a Lender and as Syndication Agent


By /s/ [ILLEGIBLE]
   ------------------------------------

    Its  Senior Vice President
        -------------------------------



                                      S-6
<PAGE>   123

LEHMAN BROTHERS INC.,
as Co-Lead Arranger


By /s/ [ILLEGIBLE]
   ------------------------------------

    Its  Senior Vice President
        -------------------------------

ADDRESS FOR NOTICE AND DELIVERY:

Lehman Commercial Paper Inc.
3 World Financial Center
200 Vesey Street, 12th Floor
New York, NY  10285
Attention:  Mr. Thomas Buffa

Tel:  (212) 526-5153
Fax:  (212) 526-0035

With a copy to:

Hatfield Philips
Suite 2300, Marquis Two Tower
285 Peachtree Center Avenue
Atlanta, GA 30303
Attention:  Jennifer Farthing Bean

Tel:  (404) 420-5600
Fax:  (404) 420-5610

LIBOR OFFICE:

Lehman Commercial Paper Inc.
101 Hudson Street, 30th Floor
Jersey City, NJ  07302

Tel:  (201) 524-4494
Fax:  (201) 524-4439



                                      S-7
<PAGE>   124

FIRST UNION NATIONAL BANK


By /s/ CYNTHIA A. BEAN
   ------------------------------------

    Its  Vice President
        -------------------------------


By
   ------------------------------------

    Its
        -------------------------------


ADDRESS FOR NOTICE AND DELIVERY:

First Union National Bank
301 S. College Street, NC-0166
Charlotte, NC 28288-0166
Attention: Cynthia A. Bean

Tel:  (704) 383-7534
Fax:  (704) 383-6205


LIBOR OFFICE:

First Union National Bank
301 S. College Street, NC-0166
Charlotte, NC 28288-0166
Attention:     Cynthia A. Bean

Tel:  (704) 383-7534
Fax:  (704) 383-6205
BANKERS TRUST COMPANY


By /s/ STEVEN P. LAPHAM
   ------------------------------------

    Its  Director
        -------------------------------


By
   ------------------------------------

    Its
        -------------------------------



                                      S-8
<PAGE>   125

ADDRESS FOR NOTICE AND DELIVERY:

Bankers Trust Company
Mail Stop 2258
130 Liberty Street
New York, NY 10006
Attention:  Mr. Bruce P. Habig

Tel:  (212) 250-4469
Fax:  (212) 669-0764


LIBOR OFFICE:

Bankers Trust Company

--------------------------

--------------------------

--------------------------
Attention:
            --------------

Tel:  (   )    -
       ---  --- ----
Tel:  (   )    -
       ---  --- ----
FLEET NATIONAL BANK


     By /s/ ANDREW D. STICKNEY
        --------------------------------

         Its  Vice President
             ---------------------------


ADDRESS FOR NOTICE AND DELIVERY:

Fleet National Bank
115 Perimeter Center Place
Suite 500
Atlanta, Georgia 30346
Attention:  Mr. Andrew Stickney

Tel:    (770) 390-6529
Fax:    (770) 390-8434



                                      S-9
<PAGE>   126

LIBOR OFFICE:

111 Westminster Street, Suite 800
Providence, RI  02906
Attention:  Damian Brown

Tel:  (401) 278-6994
Fax:  (401) 278-5166

BANK ONE, N.A.,
as a Lender and as Documentation Agent

By /s/ TIMOTHY J. CAREW
   ------------------------------------

    Its   First Vice President
        -------------------------------


ADDRESS FOR NOTICE AND DELIVERY:

Bank One, N.A.
Mail Code IL1-0315
Bank One, N.A.
1 Bank One Plaza
14th Floor
Chicago, IL 60670
Attention:  Mr. Dell McCoy

Tel:    (312) 732-4128
Fax:    (312) 732-1117


LIBOR OFFICE:

Bank One, N.A.

----------------------------------------

----------------------------------------

Attention:
          ------------------------------

Tel:  (   )    -
       ---  ---
Fax:  (   )    -
       ---  ---



                                      S-10
<PAGE>   127

                                  Schedule 1.1


                         Pro Rata Shares of the Lenders

<TABLE>
<CAPTION>
=========================================================================================
                                                        Pro Rata
        Lender                                           Share                Amount
-----------------------------------------------------------------------------------------
<S>                                                <C>                 <C>
Wells Fargo Bank, National Association                   21.81818183%        $60,000,000
-----------------------------------------------------------------------------------------

Commerzbank AG                                            9.09090909%         25,000,000
-----------------------------------------------------------------------------------------

Dresdner Bank AG                                          9.09090909%         25,000,000
-----------------------------------------------------------------------------------------

Fleet National Bank                                       9.09090909%         25,000,000
-----------------------------------------------------------------------------------------

First Union National Bank                                 9.09090909%         25,000,000
-----------------------------------------------------------------------------------------

Lehman Commercial Paper Inc.                             10.90909091%         30,000,000
-----------------------------------------------------------------------------------------

The Chase Manhattan Bank                                  5.45454545%         15,000,000
-----------------------------------------------------------------------------------------

Bankers Trust Company                                     5.45454545%         15,000,000
-----------------------------------------------------------------------------------------

PNC Bank, National Association                            9.09090909%         25,000,000
-----------------------------------------------------------------------------------------

Bank One, N.A.                                            9.09090909%         30,000,000
-----------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------
ALL LENDERS                                             100.00000000%       $275,000,000
=========================================================================================
</TABLE>

                                 +++++++++++++++



                                Schedule 2.1(f)
                                  Page 1 of 1
<PAGE>   128

                                 SCHEDULE 2.1(f)

<TABLE>
<CAPTION>
                                                     ADJUSTING PURCHASE PAYMENTS
-----------------------------------------------------------------------------------------------------------------------------------
                                  FORMER SHARE
                                       OF                                                                               ADJUSTING
                                    CARRYOVER       FORMER PRO      NEW SHARE OF                       ADJUSTING        PURCHASE
   LENDERS MAKING ADJUSTING         PRINCIPAL          RATA           CARRYOVER      NEW PRO RATA      PURCHASE        PAYMENT TO
      PURCHASE PAYMENTS              BALANCE           SHARE      PRINCIPAL BALANCE      SHARE       PAYMENT TO PAY      RECEIVE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>             <C>                <C>             <C>             <C>
Wells Fargo Bank                 $ 44,614,166.98     18.33333338%  $ 53,094,545.44     21.81818183%  $ 8,480,378.46             -0-
-----------------------------------------------------------------------------------------------------------------------------------
Commerzbank AG                     18,656,833.29      7.66666666%    22,122,727.28      9.09090909%    3,465,893.99             -0-
-----------------------------------------------------------------------------------------------------------------------------------
PNC Bank                           12,167,500.00      5.00000000%    22,122,727.28      9.09090909%    9,955,227.28             -0-
-----------------------------------------------------------------------------------------------------------------------------------
Bank One, N.A.                     23,523,833.29      9.66666666%    26,547,272.72     10.90909091%    3,023,439.43             -0-
-----------------------------------------------------------------------------------------------------------------------------------
Lehman Commercial Paper Inc.       18,251,250.00      7.50000000%    26,547,272.72     10.90909091%    8,296,022.72             -0-
-----------------------------------------------------------------------------------------------------------------------------------
First Union Nat'l Bank             15,412,166.64      6.33333333%    22,122,727.28      9.09090909%    6,710,560.64             -0-
-----------------------------------------------------------------------------------------------------------------------------------
LENDERS RECEIVING ADJUSTING
PURCHASE PAYMENTS
-----------------------------
KeyBank Nat'l Association*       $ 18,656,833.29      7.66666666%  $           -0-               0%             -0-  $18,656,833.29
-----------------------------------------------------------------------------------------------------------------------------------
Fleet Nat'l Bank                   23,523,833.29      9.66666666%    22,122,727.28      9.09090909%             -0-    1,401,106.01
-----------------------------------------------------------------------------------------------------------------------------------
Dresdner Bank AG                   23,523,833.29      9.66666666%    22,122,727.28      9.09090909%             -0-    1,401,106.01
-----------------------------------------------------------------------------------------------------------------------------------
Manufacturers Bank*                11,356,333.29      4.66666666%              -0-               0%             -0-   11,356,333.29
-----------------------------------------------------------------------------------------------------------------------------------
Bankers Trust Company              15,412,166.64      6.33333333%    13,273,636.36      5.45454545%             -0-    2,138,530.28
-----------------------------------------------------------------------------------------------------------------------------------
The Chase Manhattan Bank           18,251,250.00      7.50000000%    13,273,636.36      5.45454545%             -0-    4,977,613.64
-----------------------------------------------------------------------------------------------------------------------------------
TOTALS:                          $243,350,000.00    100.00000000%  $243,350,000.00    100.00000000%  $39,931,522.52  $39,931,522.52
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

----------

-   Not Lenders under this Agreement



                                Schedule 2.1(f)
                                  Page 1 of 1

<PAGE>   129

                                  Schedule 2.2


                Employees Authorized to Sign Notices of Borrowing


Richard S. Ziman                    Chairman and Chief Executive Officer

Victor J. Coleman                   President and Chief Operating Officer

Diana M. Laing                      Chief Financial Officer and Secretary

Daniel Bothe                        Senior Vice President - Finance



                                  Schedule 2.2
                                   Page 1 of 1

<PAGE>   130

                                 Schedule 4.1(c)

                              Ownership of Borrower


<TABLE>
<CAPTION>
                                                                Total Number of
Account Name                                                   Units @ 12/31/99
------------                                                   ----------------
<S>                                                            <C>
Hugh A. Coleman                                                         2,262
Victor J. Coleman ACF Alex S. Coleman U/CA/UTMA                         2,262
Jonathan M. Glaser                                                      4,876
Highridge-Apollo Grand Plaza, L.P.                                     10,412
Jensen Trust                                                           17,598
David & Tina Thomas Trust                                              21,329
Anaheim Properties LLC                                                 28,000
Steve Layton                                                           29,296
Phil Beling                                                            35,750
Intercity Building Assoc.                                              39,801
Allan Ziman TTEE FBO Todd Support Trust                                44,481
Allan Ziman TTEE FBO Jenna Support Trust                               44,481
The Michele Byer Trust                                                 51,032
Hapsmith-Praxis Partners                                               55,805
Metropolitan Falls Partners                                            68,918
91 Freeway Partners                                                    86,423
First Rexford Associates (Richard Ziman)                               88,000
Coleman Enterprises                                                    99,458
David and Susan Wilstein Family Trust-1989                            131,210
Leonard & Joyce Wilstein Revocable Trust of 1986                      131,210
Ziman Realty Group Inc.                                               136,674
Richard Ziman                                                         226,342
Montour Realty Associates                                             244,493
Arthur Gilbert & Rosaline Gilbert Trust                               266,869
Victor J. Coleman                                                     283,388

TOTAL                                                               2,150,370
</TABLE>



                                 Schedule 4.1(c)
                                   Page 1 of 1
<PAGE>   131

                                 Schedule 4.1(j)


                                   Litigation

                                      None.



                                 Schedule 4.1(j)
                                   Page 1 of 1

<PAGE>   132

                                 Schedule 4.1(s)


                              Environmental Matters


                                      None.



                                 Schedule 4.1(s)
                                   Page 1 of 1

<PAGE>   133

                                 Schedule 4.1(v)


                              Management Agreements


                                      None.



                                 Schedule 4.1(v)
                                   Page 1 of 1

<PAGE>   134

                                 Schedule 4.2(l)


                                  Benefit Plans


Arden Realty 401(k) Plan and Trust, pursuant to Agreement dated December 30,
1996, by and between Arden Realty Limited Partnership and Victor J. Coleman, as
Trustee



                                 Schedule 4.2(l)
                                   Page 1 of 1

<PAGE>   135

                                  Schedule 8.5

                               Unencumbered Assets

<TABLE>
<CAPTION>

 PROPERTY                                   ADDRESS                       CITY
 --------                                   -------                       ----
<S>                                         <C>                           <C>
 4811 Airport Plaza (Bldg. D)               4811 Airport Plaza            Long Beach
 4900/10 Airport Plaza (F&G)                4900/10 Airport Plaza         Long Beach
 Century Park Center                        9911 W Pico Blvd              Los Angeles
 Center Promenade                           6477 Telephone Rd.            Ventura
 Sumitomo Bank Building                     15250 Ventura Blvd            Sherman Oaks
 4900 California (CA Twin Center)           4900 California Ave           Bakersfield
 6800 Owensmouth                            6800 Owensmouth Ave           Canoga Park
 10780 Santa Monica                         10780 Santa Monica Blvd       Los Angeles
 5000 Spring                                5000 E. Spring Street         Long Beach
 9665 Wilshire                              9665 Wilshire                 Beverly Hills
 Imperial Bank Tower                        701 B. Street                 San Diego
 Westwood Terrace                           1640 Sepulveda Blvd           Los Angeles
 8383 Wilshire                              8383 Wilshire Blvd            Beverly Hills
 Harbor Corporate Center                    19300 Hamilton Ave            Gardena
 Foremost Professional Plaza                12396 World Trade Drive       San Diego
 Crown Cabot Financial                      28202 Cabot Road              Laguna Niguel
 1000 Town Center                           1000 Town Center              Oxnard
 South Bay Tech.                            680 & 690 Knox Avenue         Torrance
 Northpointe                                6601 Center Drive West        Los Angeles
 Pennsfield Plaza                           516 North Pennsfield Place    Thousand Oaks
 Rancho Plaza                               60 & 100 Rancho Rd.           Thousand Oaks
 Thousand Oaks Plaza                        1655 East Thousand Oaks Blvd  Thousand Oaks
 Bernardo Regency                           11545 West Bernardo Court     Rancho Bernardo
 Glendale Corporate Center                  425 East Colorado Street      Glendale
 City Center                                17330, 17360, 17390           Fountain Valley
                                            Brookhurst Str
 World Savings                              11601 Wilshire Boulevard      West Los Angeles
 Renaissance Court                          31416 W. Agoura Road          Westlake
 Wilshire Pacific Plaza                     12301 Wilshire Boulevard      Brentwood
 3901 Via Oro                               3901 Via Oro                  Long Beach
 Tower Plaza I                              27555 Ynez Rd                 Temecula
 HDS Plaza                                  268 West Hospitality          San Bernardino
 Calabasas Tech Center                      26528 Agoura Rd               Calabasas
 Oceangate Tower                            100 Oceangate                 Long Beach
 Lyons Plaza                                23502/04 Lyons Ave            Santa Clarita
 Solar Drive Business Center                                              Oxnard
 91 Freeway Center                                                        Artesia
 5200 West Century                          5200 West Century Blvd        Los Angeles
 535 Brand                                  535 N. Brand Blvd             Glendale
 Whittier Financial                         15111 and 15141 E. Whittier Blvd    Whittier
 299 N. Euclid                              299 Euclid                    Pasadena
 1821 Dyer                                  1821 Dyer                     Irvine
 Beverly Sunset Medical                     9201 Sunset Boulevard         West Hollywood
 Westlake Gardens I                         2535 Townsgate Road           Thousand Oaks
 1501 Hughes Way                            1501 Hughes Way               Long Beach
 One Venture                                1 Venture                     Irvine
 Lambert Office Plaza                       1800 E. Lambert Rd            Brea
 Skypark Office Plaza                       9325/9275 Skypark Ct          San Diego
 Sorrento Valley Science                    5510/50/90 Morehouse Dr       San Diego
 Waples Tech Center                         9591/9565 Waples St.          San Diego
 Chicago Ave Business Park                  3100/90 Chicago Ave           Riverside
 Ontario Airport Commerce Ctr. - Ind.       1910/20 South Archibald       Ontario
 Highlands I - Industrial                   40880 B County Center         Temecula
 Highlands II - Industrial                  40935 B County Center         Temecula
 Hunter Business - Industrial               1110 1130 Palmyrita Ave       Riverside
 11075 Santa Monica                         11075 Santa Monica            Santa Monica
 Hillside Corporate Center                  555 Saint Charles Drive       Thousand Oaks
 Westlake Gardens II                        2555 Townsgate Road           Westlake Village
 6701 Center Drive                          6701 Center Drive             Los Angeles
 2001 Wilshire                              2001 Wilshire Blvd            Santa Monica

SUBJECT TO SATISFACTION OF LEASING HURDLES
 Havengate Center                           10350 Commerce Center         Rancho
                                                                          Cucamonga
 Centerlake Plaza                           3401 Centerlake Dr.           Ontario
</TABLE>



                                  Schedule 8.5
                                   Page 1 of 1

<PAGE>   136

                                    EXHIBIT A

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

         THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is
dated as of __________, 200__, between __________________ ("Assignor") and
_________________ ("Assignee").

                                    RECITALS:

               A. Assignor is a Lender under that certain Second Amended and
Restated Revolving Credit Agreement dated as of May 2, 2000 (as amended,
supplemented or modified from time to time, the "Credit Agreement"), entered
into among Arden Realty Limited Partnership, a Maryland limited partnership
("Borrower"), the Lenders named therein, Lehman Commercial Paper Inc., as
Syndication Agent, Lehman Brothers Inc., as Co-Lead Arranger, Bank One, N.A., as
Documentation Agent, and Wells Fargo Bank, National Association, as
Administrative Agent and Co-Lead Arranger. Capitalized terms used in this
Agreement without definition have the same meanings as in the Credit Agreement.

               Assignor desires to assign to Assignee, and Assignee desires to
accept and assume, [a portion of] the rights and obligations of Assignor under
the Credit Agreement.

            NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:

        1.     Assignment.

               (a) Effective on the Assignment Effective Date (as defined in
Section 3 below), Assignor hereby assigns to Assignee the Assigned Share (as
defined below) of all of Assignor's rights, title, interest and obligations
under the Credit Agreement and other Loan Documents, including without
limitation those relating to Assignor's Pro Rata Share of the Commitment and
Advances. The Assigned Share of all such rights, title, interest and obligations
is referred to collectively as the "Assigned Rights and Obligations".

               (b) The "Assigned Share" means (a) a $_____________ portion of
the Commitment on the Assignment Effective Date, and (b) the aggregate amount of
all Advances outstanding under the Credit Agreement on the Assignment Effective
Date that is attributable to the percentage of the Commitment represented by the
Assigned Share. The Pro Rata Share represented by the Assigned Share, and the
Pro Rata Share, if any, retained by Assignor, shall be as specified on the
signature pages of this Agreement.



                                  Page 2 of 8
<PAGE>   137

        2. Assumption. Effective on the Assignment Effective Date, Assignee
hereby accepts the foregoing assignment of, and hereby assumes from Assignor,
the Assigned Rights and Obligations.

        3. Effectiveness. This Agreement shall become effective on a date (the
"Assignment Effective Date") selected by Assignor, which shall be on or as soon
as practicable after the execution and delivery of counterparts of this
Agreement by Assignor, Assignee, Administrative Agent and (unless otherwise
provided in Section 11.20 of the Credit Agreement) Borrower. Assignor shall
promptly notify Assignee, Administrative Agent and Borrower in writing of the
Assignment Effective Date.

        4. Payments on Assignment Effective Date. In consideration of the
assignment by Assignor to and the assumption by Assignee of the Assigned Rights
and Obligations, on the Assignment Effective Date (a) Assignee shall pay to
Assignor such amounts as are specified in any written agreement or exchange of
letters between them, and (b) Assignee shall pay to Administrative Agent an
assignment processing fee of $3,000.

        5. Allocation and Payment of Interest and Fees.

               (a) Administrative Agent shall pay to Assignee all interest,
Facility Fees and other amounts not constituting principal that are paid by or
on behalf of Borrower pursuant to the Loan Documents and are attributable to the
Assigned Rights and Obligations ("Borrower Amounts"), that accrue on and after
the Assignment Effective Date. If Assignor receives or collects any such
Borrower Amounts, Assignor shall promptly pay them to Assignee.

               (b) Administrative Agent shall pay to Assignor all Borrower
Amounts that accrue before the Assignment Effective Date when and as the same
are paid by Administrative Agent to the other Lenders. If Assignee receives or
collects any such Borrower Amounts, Assignee shall promptly pay such amounts to
Assignor.

               (c) Unless specifically assumed by Assignee, Assignor shall be
responsible and liable for all reimbursable Liabilities and Costs and
indemnification obligations which accrue under Section 10.7 of the Credit
Agreement prior to the Assignment Effective Date and such liability shall
survive the Assignment Effective Date.

               (d) Administrative Agent shall not be liable for any allocation
or payment to either Assignor or Assignee subsequently determined to be
erroneous, unless resulting from Administrative Agent's wilful misconduct or
gross negligence.



                                  Page 3 of 8
<PAGE>   138

        6. Representations and Warranties.

               (a) Each of Assignor and Assignee represents and warrants to the
other and to Administrative Agent as follows:

                      (i) It has full power and authority, and has taken all
         action necessary, to execute and deliver this Agreement and to fulfill
         its obligations under, and to consummate the transactions contemplated
         by, this Agreement.

                      (ii) The making and performance of this Agreement and all
        documents required to be executed and delivered by it hereunder do not
        and will not violate any law or regulation applicable to it;

                      (iii) This Agreement has been duly executed and delivered
         by it and constitutes its legal, valid and binding obligation
         enforceable in accordance with its terms; and

                      (iv) All approvals, authorizations or other actions by, or
         filings with, any governmental authority necessary for the validity or
         enforceability of its obligations under this Agreement have been made
         or obtained.

               (b) Assignor represents and warrants to Assignee that Assignor
owns the Assigned Rights and Obligations free and clear of any lien or other
encumbrance.

               (c) Assignee represents and warrants to Assignor as follows:

                      (i) Assignee has made and shall continue to make its own
         independent investigation of the financial condition, affairs and
         creditworthiness of Borrower and any other person or entity obligated
         under the Loan Documents (collectively, "Credit Parties"); and

                      (ii) Assignee has received copies of the Loan Documents
         and such other documents, financial statements and information as it
         has deemed appropriate to make its own credit analysis and decision to
         enter into this Agreement.

        7. No Assignor Responsibility. Assignor makes no representation or
warranty regarding, and assumes no responsibility to Assignee for:

               (a) the execution (by any party other than Assignor),
effectiveness, genuineness, validity, enforceability, collectability or
sufficiency of the Loan Documents or any representations, warranties, recitals
or statements made in the Loan Documents or in any financial or other written or
oral statement, instrument, report, certificate or any other document made or
furnished or made available by Assignor to



                                  Page 4 of 8
<PAGE>   139

Assignee or by or on behalf of any Credit Party to Assignor or Assignee in
connection with the Loan Documents and the transactions contemplated thereby;

               (b) the performance or observance of any of the terms, covenants
or agreements contained in any of the Loan Documents or as to the existence or
possible existence of any Unmatured Event of Default or Event of Default under
the Loan Documents; or

               (c) the accuracy or completeness of any information provided to
Assignee, whether by Assignor or by or on behalf of any Credit Party.

Assignor shall have no initial or continuing duty or responsibility to make any
investigation of the financial condition, affairs or creditworthiness of any of
the Credit Parties in connection with the assignment of the Assigned Rights and
Obligations or to provide Assignee with any credit or other information with
respect thereto, whether coming into its possession before the date hereof or at
any time or times thereafter.

        8. Assignee Bound By Credit Agreement. Effective on the Assignment
Effective Date, Assignee (a) shall be deemed to be a party to the Credit
Agreement, (b) agrees to be bound by the Credit Agreement to the same extent as
it would have been if it had been an original Lender thereunder, and (c) agrees
to perform in accordance with their respective terms all of the obligations
which are required under the Loan Documents to be performed by it as a Lender.
Assignee appoints and authorizes Administrative Agent to take such actions as
agent on its behalf and to exercise such powers under the Loan Documents as are
delegated to Administrative Agent by the terms thereof, together with such
powers as are reasonably incidental thereto.

        9. Assignor Released From Credit Agreement. Effective on the Assignment
Effective Date, Assignor shall be released from the Assigned Rights and
Obligations; provided, however, that Assignor shall retain all of its rights to
indemnification under the Credit Agreement and the other Loan Documents for any
events, acts or omissions occurring before the Assignment Effective Date, and,
to the extent not assumed by Assignee, Assignor shall continue to be responsible
for the liabilities and obligations described in Section 5(c) of this Agreement
and bound by the provisions of Section 5.3 of the Credit Agreement.

        10. New Notes. On or promptly after the Assignment Effective Date,
Borrower, Administrative Agent, Assignor and Assignee shall make appropriate
arrangements so that new Notes executed by Borrower, dated the Assignment
Effective Date and in the amount of the [respective] Commitment[s] of [Assignor
and] Assignee, after giving effect to this Agreement, are issued to [Assignor
and] Assignee, in exchange for the surrender by Assignor [and Assignee] to
Borrower of any applicable outstanding Notes, marked "Exchanged".



                                  Page 5 of 8
<PAGE>   140

        11. General.

               (a) No term or provision of this Agreement may be amended, waived
or terminated orally, but only by an instrument signed by the parties hereto.

               (b) This Agreement may be executed in one or more counterparts.
Each set of executed counterparts shall be an original. Executed counterparts
may be delivered by facsimile transmission.

               (c) If Assignor has not assigned its entire remaining Pro Rata
Share of the Commitment and Advances to Assignee, Assignor may at any time and
from time to time grant to others, subject to applicable provisions in the
Credit Agreement, assignments of or participation in all of Assignor's remaining
Advances or Pro Rata Share of the Commitment.

               (d) This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. Neither
Assignor nor Assignee may assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of the other and Agent
and (unless otherwise provided in Section 11.20 of the Credit Agreement)
Borrower. The preceding sentence shall not limit the right of Assignee to grant
to others a participation in all or part of the Assigned Rights and Obligations
subject to the terms of the Credit Agreement.

               (e) All payments to Assignor or Assignee hereunder shall, unless
otherwise specified by the party entitled thereto, be made in Dollars, in
immediately available funds, and to the address or account specified on the
signature pages of this Agreement. The address of Assignee for notice purposes
under the Credit Agreement shall be as specified on the signature pages of this
Agreement.

               (f) If any provision of this Agreement is held invalid, illegal
or unenforceable, the remaining provisions hereof will not be affected or
impaired in any way.

               (g) Each party shall bear its own expenses in connection with the
preparation and execution of this Agreement.

               (h) This Agreement shall be governed by and construed in
accordance with the laws of the State of California.

        12. [Foreign Withholding. On or before the Assignment Effective Date,
Assignee shall comply with the provisions of Section 2.4(i) of the Credit
Agreement]1


--------
1       Include only if Assignee is a foreign institution.



                                  Page 6 of 8
<PAGE>   141

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.


ASSIGNOR:
                                         -----------------------------------
                                         By
                                           ---------------------------------
                                         Printed Name
                                                     -----------------------
                                         Title
                                              ------------------------------

                                         Pro Rata Share:  _____%
                                         Loan Commitment: $______________

                                         Assignor's Payment Instruction:

                                         -----------------------------------

                                         -----------------------------------

                                         -----------------------------------
                                         ABA No.
                                                 ---------------------------
                                         Account No.
                                                     -----------------------
                                         Reference:
                                                    ------------------------
                                         Telephone: (   )
                                                          ------------------
                                         Telecopy:  (   )
                                                          ------------------


ASSIGNEE:
                                         -----------------------------------
                                         By
                                           ---------------------------------
                                         Printed Name
                                                     -----------------------
                                         Title
                                              ------------------------------

                                         ADDRESS FOR NOTICE AND DELIVERY:

                                         Address:
                                                  --------------------------
                                         Attn:
                                               -----------------------------

                                         Telephone: (   )
                                                          ------------------
                                         Telecopy:  (   )
                                                          ------------------

                                         Pro Rata Share:       %
                                                          -----
                                         Loan Commitment: $
                                                           --------------



                                  Page 7 of 8
<PAGE>   142

                                         LIBOR OFFICE:

                                         Address:
                                                  --------------------------
                                         Attn:
                                               -----------------------------

                                         Telephone: (   )
                                                          ------------------
                                         Telecopy:  (   )
                                                          ------------------

                                         Assignee's Payment Instruction:

                                         -----------------------------------

                                         -----------------------------------

                                         -----------------------------------
                                         ABA No.
                                                 ---------------------------
                                         Account No.
                                                     -----------------------
                                         Reference:
                                                    ------------------------
                                         Telephone: (   )
                                                          ------------------
                                         Telecopy:  (   )
                                                          ------------------

ACKNOWLEDGED AND AGREED:

   BORROWER:              ARDEN REALTY LIMITED PARTNERSHIP, a Maryland
                          limited partnership

                          By:     ARDEN REALTY, INC.,
                                  a Maryland corporation,
                                  its sole general partner

                                  By
                                    ------------------------------------

                                  Its
                                     -----------------------------------



ADMINISTRATIVE                    WELLS FARGO BANK, NATIONAL
AGENT:                            ASSOCIATION


                                  By
                                    ------------------------------------

                                  Its


----------

(2)     As required per Section 11.20 of the Credit Agreement.



                                  Page 8 of 8
<PAGE>   143

                                   EXHIBIT B-1

                            FORM OF BID ADVANCE NOTE

$__________                                                          May 2, 2000

               FOR VALUE RECEIVED, ARDEN REALTY LIMITED PARTNERSHIP, a Maryland
limited partnership ("Borrower"), HEREBY PROMISES TO PAY to the order of
______________ ("Lender") the principal sum of ________ ____________________
DOLLARS ($__________) or if less, the aggregate unpaid principal amount of all
"Bid Advances" disbursed by Lender under that certain Second Amended and
Restated Revolving Credit Agreement dated as of May 2, 2000 (as amended,
supplemented or modified from time to time, the "Credit Agreement"), entered
into among Borrower, the Lenders named therein, Lehman Commercial Paper Inc., as
Syndication Agent, Lehman Brothers Inc., as Co-Lead Arranger, Bank One, N.A., as
Documentation Agent, and Wells Fargo Bank, National Association, as
Administrative Agent and Co-Lead Arranger, together with interest on the unpaid
principal balance hereof at the rate (or rates) determined in accordance with
Section 2.4 of the Credit Agreement from the date such principal is advanced
until it is paid in full. It is contemplated that there will be advances and
payments under this Bid Advance Note from time to time, but no advances or
payments under this Bid Advance Note (including payment in full of the unpaid
balance of principal hereof prior to maturity) shall affect or impair the
validity or enforceability of this Bid Advance Note as to future advances
hereunder.

               This Bid Advance Note is one of the Notes referred to in and
governed by the Credit Agreement, which Credit Agreement, among other things,
contains provisions for the acceleration of the maturity hereof and for the
payment of certain additional sums to Lender upon the happening of certain
stated events. Capitalized terms used in this Bid Advance Note without
definition have the same meanings as in the Credit Agreement.

               The principal amount of this Bid Advance Note, if not sooner paid
as required pursuant to the Credit Agreement, will be due and payable, together
with all accrued and unpaid interest and other amounts due and unpaid under the
Credit Agreement, on the Maturity Date. Borrower may make voluntary prepayments
of all or a portion of this Bid Advance Note, upon prior written notice, in
accordance with the provisions of Section 2.6 of the Credit Agreement.

               Interest on the Advances is payable in arrears on the first
Business Day of each month during the respective Fixed Rate Periods relating to
the Bid Advances evidenced hereby, commencing with the first Business Day of the
first calendar month to begin after the date of this Bid Advance Note. Interest
will be computed on the basis of the actual number of days elapsed in the period
during which interest accrues and a year of three hundred sixty (360) days. The
Credit Agreement provides for the payment by



                                      -9-
<PAGE>   144

Borrower of various other charges and fees, in addition to the interest charges
described in the Credit Agreement, as set forth more fully in the Credit
Agreement.

               All payments of any amount becoming due under this Bid Advance
Note shall be made in the manner provided in the Credit Agreement, in Dollars.

               Upon and after the occurrence of an Event of Default, unless such
Event of Default is waived as provided in the Credit Agreement, this Bid Advance
Note may, at the option of Requisite Lenders and without demand, notice or legal
process of any kind, be declared by Administrative Agent, and in such case
immediately shall become, due and payable. Upon and after the occurrence of
certain Events of Default, this Bid Advance Note shall, as provided in the
Credit Agreement, without any action by Lenders and without demand, notice or
legal process of any kind, automatically and immediately become due and payable.

               Demand, presentment, protest and notice of nonpayment and
protest, notice of intention to accelerate maturity, notice of acceleration of
maturity and notice of dishonor are hereby waived by Borrower. Subject to the
terms of the Credit Agreement, including but not limited to, Section 11.4 of the
Credit Agreement, Lender may extend the time of payment of this Bid Advance
Note, postpone the enforcement hereof, grant any indulgences, release any party
primarily or secondarily liable hereon or agree to any subordination of
Borrower's obligations hereunder without affecting or diminishing such Lender's
right of recourse against Borrower, which right is hereby expressly reserved.

               This Bid Advance Note has been delivered and accepted at Los
Angeles, California. This Bid Advance Note shall be interpreted in accordance
with, and the rights and liabilities of the parties hereto shall be determined
and governed by, the laws of the State of California.

               In no contingency or event whatsoever shall interest charged in
respect of the Advances evidenced hereby, however such interest may be
characterized or computed, exceed the highest rate permissible under any law
that a court of competent jurisdiction shall, in a final determination, deem
applicable hereto. If such a court determines that Lender has received interest
hereunder in excess of the highest rate applicable hereto, Lender shall, at
Lender's election, either (a) promptly refund such excess interest to Borrower
or (b) credit such excess to the principal balance of the outstanding Advances
held by that Lender. This provision shall control over every other provision of
all agreements between Borrower and Lender.

               Whenever possible each provision of this Bid Advance Note shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Bid Advance Note shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity,



                                      -10-
<PAGE>   145

without invalidating the remainder of such provision or the remaining provisions
of this Bid Advance Note.

                                       ARDEN REALTY LIMITED PARTNERSHIP,
                                       a Maryland limited partnership

                                       By:    ARDEN REALTY, INC.
                                              a Maryland corporation,
                                              its sole general partner



                                              By
                                                     ---------------------------
                                                     Diana Laing
                                                     Its Chief Financial Officer

                                   EXHIBIT B-2

                                     FORM OF
                             COMPETITIVE BID REQUEST

TO:     WELLS FARGO BANK,
        NATIONAL ASSOCIATION,
        as Administrative Agent and Co-Lead Arranger
        2120 East Park Place, Suite 100
        El Segundo, California 90245
        Attention:  Disbursement Administration

               Reference is hereby made to the Second Amended and Restated
Revolving Credit Agreement, dated as of May 2, 2000 (as the same may be amended,
supplemented, replaced, renewed or otherwise modified from time to time, the
"Credit Agreement"), by and among ARDEN REALTY LIMITED PARTNERSHIP, a Maryland
limited partnership (the "Borrower"), the banks and other financial institutions
that either now or in the future are parties thereto, as the Lenders, LEHMAN
COMMERCIAL PAPER INC., as Syndication Agent, LEHMAN BROTHERS INC., as Co-Lead
Arranger, BANK ONE, N.A., as Documentation Agent, and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent and Co-Lead Arranger. Terms with initial
capital letters used but not defined herein have the meanings assigned to them
in the Credit Agreement.

               Pursuant to Section 2.1A(c) of the Credit Agreement and the
attached Schedule I, this Competitive Bid Request represents the Borrower's
request that one or more Bid Advances (in the amount(s) and for the Fixed Rate
Period(s) specified on



                                      -11-
<PAGE>   146

Schedule I) be made to the Borrower on the date specified in Schedule I (the
"Funding Date"). Proceeds of such Borrowing shall be deposited in the Borrower's
account provided in Section 2.1(c) of the Credit Agreement in same day funds on
the Funding Date:

               The Borrower hereby certifies that:

As of the Funding Date, all conditions set forth in Section 3.2 of the Credit
Agreement to the disbursement of the Bid Advance(s) hereby requested will be
satisfied;

The Borrower represents and warrants to the Lenders that all representations and
warranties contained in the Credit Agreement will be true and correct in all
material respects on and as of the Funding Date as though made on and as of the
Funding Date (except to the extent that such representations and warranties
expressly were made only as of a specific date).

The Bid Advance(s) requested hereby have been authorized by all necessary
corporate or partnership action on the part of each of the REIT and the
Borrower;

As of the requested Funding Date of the Bid Advance(s) requested hereby (before
giving effect to the disbursement thereof but excluding the principal of any
currently outstanding Bid Advances that mature on or before such requested
Funding Date), the aggregate balance of all Bid Advances then outstanding will
be $______________.

After giving effect to the disbursement of the Bid Advance(s) hereby requested:
(i) the aggregate principal amount of all outstanding Advances will not exceed
the applicable dollar limitations of Sections 2.1(a)(i)(x) and (y) of the Credit
Agreement; and (ii) the aggregate principal amount of all Bid Advances then
outstanding will not exceed the Bid Advance Limit; and

The proceeds of such Bid Advance(s) will be used for the purposes identified on
Schedule I.

               Date:  _______________, 200_

                                       By:    ARDEN REALTY LIMITED PARTNERSHIP,
                                              a Maryland limited partnership

                                              By:    Arden Realty, Inc.,
                                                     a Maryland corporation
                                              Its:   Sole General Partner



                                      -12-
<PAGE>   147

                                              By
                                                     ---------------------------
                                                     Diana Laing
                                                     Chief Financial Officer
cc:     Wells Fargo Bank, N.A.
        Real Estate Group
        MAC 2064-129
        333 South Grand Avenue, 12th Floor
        Los Angeles, California 90071
        Attention: Ms. Tonya Brown



                                      -13-
<PAGE>   148

                                   SCHEDULE I
                           TO COMPETITIVE BID REQUEST

This is a Competitive Bid Request for one or more Bid Advances, as follows:
The Funding Date of the proposed Borrowing(s) is _____________.(3)

The aggregate principal amount of the Bid Advance(s) requested is
$_______________.(4)

The Bid Advance(s) requested shall be comprised of [Fixed Rate]/[Absolute Rate]
Bid Advances.(5)

The requested principal amounts and Fixed Rate Periods(6) for the requested Bid
Advance(s) shall be:

<TABLE>
<CAPTION>
              Principal Amount                      Fixed Rate Period
              ----------------                      -----------------
<S>                                                 <C>
              (a)____________________               ____________________

              (b)____________________               ____________________

              (c)____________________               ____________________
</TABLE>

The purpose of the requested Bid Advance(s) is as follows:(7)


----------

3       Must be a Business Day.

4       Insert the sum of the dollar amounts listed in paragraph 4.

5       The requested Bid Advances must all be either Fixed Rate Bid Advances or
        Absolute Bid Advances; Borrower may not request both a Fixed Rate
        Auction and an Absolute Rate Auction with respect to the same Funding
        Date.

6       No more than three Fixed Rate Periods may be requested in a single
        Competitive Bid Request.

7       Must be a purpose permitted under Section 6.1(i) of the Credit
        Agreement.



                                      -14-
<PAGE>   149

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------





                                      -15-
<PAGE>   150

                                   EXHIBIT B-3

                                     FORM OF
                                 COMPETITIVE BID


TO:     WELLS FARGO BANK,
        NATIONAL ASSOCIATION,
        as Administrative Agent and Co-Lead Arranger
        2120 East Park Place, Suite 100
        El Segundo, California 90245
        Attention:  Disbursement Administration

               Reference is hereby made to the Second Amended and Restated
Revolving Credit Agreement, dated as of May 2, 2000 (as the same may be amended,
supplemented, replaced, renewed or otherwise modified from time to time, the
"Credit Agreement"), by and among ARDEN REALTY LIMITED PARTNERSHIP, a Maryland
limited partnership (the "Borrower"), the banks and other financial institutions
that either now or in the future are parties thereto, as the Lenders, LEHMAN
COMMERCIAL PAPER INC., as Syndication Agent, Lehman Brothers Inc., as Co-Lead
Arranger, Bank One, N.A., as Documentation Agent, and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent and Co-Lead Arranger. Terms with initial
capital letters used but not defined herein have the meanings assigned to them
in the Credit Agreement.

               Pursuant to Section 2.1A(c)(iii) of the Credit Agreement, the
undersigned, in response to the Borrower's Competitive Bid Request dated
_________________, ___, offers (subject to the terms and conditions of the
Credit Agreement) to make (a) Bid Advance(s) in the principal amount(s), at the
interest rate(s) and for the Fixed Rate Period(s) set forth below:8

        Funding Date:                      _____________________________9


----------

8       Unless, pursuant to the Credit Agreement, this Competitive Bid is to be
        disregarded, Administrative Agent is to communicate the contents of this
        Competitive Bid to the Borrower as follows: Arden Realty Limited
        Partnership, 9100 Wilshire Boulevard, Suite 700, Beverly Hills,
        California 90212, Attn: Ms. Diana Laing.

9       From Borrower's Competitive Bid Request.



                                      -16-
<PAGE>   151

<TABLE>
<S>                                               <C>
        Aggregate Maximum Principal
        Amount of all Bid Advances offered
        hereby that may be accepted:              $____________________________

        Bid Loan Interest Period(s)                ____________________________10

        Offer 1:11

        Principal Amount                          $___________________________12

        Interest Rate:                            [Absolute Rate of ___________%]13
                                                  LIBOR Bid Margin of +/- ____%]

        Offer 2:

        Principal Amount                          $_____________________________

        Interest Rate:                            [Absolute Rate of ___________%]/
                                                  LIBOR Bid Margin of +/- ____%]

        Offer 3:

        Principal Amount                          $____________________________
</TABLE>


----------

10      From Borrower's Competitive Bid Request. If the Competitive Bid Request
        requests offers with respect to more than one Fixed Rate Period and the
        submitting Lender wishes to make offers with respect to more than one
        request, such offers should be set out separately for each Fixed Rate
        Period.

11      Up to three offers may be submitted for each Fixed Rate Period specified
        in Borrower's Competitive Bid Request. If more than one offer is
        submitted with respect to a particular Fixed Rate Period, the submitting
        Lender should specify the maximum principal amount of such offers that
        may be accepted.

12      Cannot exceed the aggregate amount requested by the Borrower. Must be in
        an amount equal to $5,000,000 or an integral multiple of $1,000,000 in
        excess thereof.

13      Select one or the other, as specified in Borrower's Competitive Bid
        Request. In the case of a LIBOR Bid Margin, indicate whether the offered
        margin is above (+) or below (-) the LIBOR Rate. Interest rates should
        be quoted to the nearest one-hundredth of a percent.



                                      -17-
<PAGE>   152

<TABLE>
<S>                                               <C>
        Interest Rate:                            [Absolute Rate of ___________%]/
                                                  LIBOR Bid Margin of +/- _____%]
                                                  [If more than one offer submitted:

Maximum aggregate principal amount of offers that may be accepted with respect
to this Fixed Rate Period: $________________________.]

Bid Loan Interest Period(s)                       ______________________________

        Offer 1:

        Principal Amount                          $_____________________________

        Interest Rate:                            [Absolute Rate of ___________%]
                                                  LIBOR Bid Margin of +/- ____%]

        Offer 2:

        Principal Amount                          $_____________________________

        Interest Rate:                            [Absolute Rate of ___________%]/
                                                  LIBOR Bid Margin of +/- ____%]

        Offer 3:

        Principal Amount                          $____________________________

        Interest Rate:                            [Absolute Rate of ___________%]/
                                                  LIBOR Bid Margin of +/- _____%]
                                                  [If more than one offer submitted:

                                                  Maximum aggregate principal amount of
                                                  offers that may be accepted with respect to
                                                  this Fixed Rate Period:
                                                  $________________________.]

                                                  Bid Loan Interest Period(s)
                                                  ______________________________

        Offer 1:

        Principal Amount                          $_____________________________
</TABLE>



                                      -18-
<PAGE>   153

<TABLE>
<S>                                         <C>
        Interest Rate:                            [Absolute Rate of ___________%]
                                                  LIBOR Bid Margin of +/- ____%]


        Offer 2:

        Principal Amount                          $_____________________________

        Interest Rate:                            [Absolute Rate of ___________%]/
                                                  LIBOR Bid Margin of +/- ____%]
</TABLE>



                                      -19-
<PAGE>   154

Offer 3:

<TABLE>
<S>                                         <C>
        Principal Amount                    $____________________________

        Interest Rate:                      [Absolute Rate of ___________%]
                                            LIBOR Bid Margin of +/- _____%]
                                            [If more than one offer submitted:

                                            Maximum aggregate principal amount of
                                            offers that may be accepted with respect to
                                            this Fixed Rate Period:
                                            $________________________.]

                                            Submitting Lender:
                                            ____________________________________

                                            Person to Contact
                                            at Submitting Lender:
                                            ____________________________________

                                            phone:______________________________

                                            fax:   _____________________________
</TABLE>

               The undersigned Lender understands and agrees that the submission
of this Competitive Bid irrevocably obligates the undersigned to make the Bid
Advance(s) described herein for which any offer(s) are accepted, in whole or in
part, subject only to the satisfaction of the applicable conditions precedent
set forth in the Credit Agreement.

                                            Very truly yours,

                                            [NAME OF SUBMITTING LENDER]13

                                            By:
                                                --------------------------------
                                            Its:
                                                 -------------------------------


----------

14      Unless, pursuant to the Credit Agreement, this Competitive Bid is to be
        disregarded, this Competitive Bid must be executed on behalf of the
        submitting Lender.



                                      -20-
<PAGE>   155

                                    EXHIBIT C

                         FORM OF COMPLIANCE CERTIFICATE

To:     Wells Fargo Bank, National Association, as Administrative Agent and
        Co-Lead Arranger

This Compliance Certificate is made with reference to that certain Second
Amended and Restated Revolving Credit Agreement dated as of May 2, 2000 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Arden Realty Limited Partnership, a Maryland limited
partnership ("Borrower"), the Lenders therein named, Lehman Commercial Paper
Inc., as Syndication Agent, Lehman Brothers Inc., as Co-Lead Arranger, Bank One,
N.A., as Documentation Agent, and Wells Fargo Bank, National Association, as
Administrative Agent and Co-Lead Arranger. All capitalized terms used in this
Compliance Certificate and not otherwise defined in this Compliance Certificate
shall have the meanings set forth for such terms in the Credit Agreement.

Borrower hereby certifies as follows:

At no time during the immediately preceding twelve consecutive month period
prior to the date of this Compliance Certificate have any of the individuals who
were directors of the REIT at the beginning of such period ceased to constitute
a majority of the board of directors of the REIT unless the individuals
replacing such original directors were nominated by the board of directors of
the REIT.

As of the date of this Compliance Certificate, no Unmatured Event of Default or
Event of Default has occurred and is continuing under Article 9 of the Credit
Agreement.

As of ______________ , 20__, the Tangible Net Worth of the REIT and the
Consolidated Entities is $______________.

As of ______________, 20__, the ratio of Total Liabilities to Gross Asset Value
is ______________.



                                  Page 21 of 180
<PAGE>   156

As of _______________, 20__, the Interest Coverage Ratio is _______ to 1.00.

As of _______________, 20__, the Fixed Charge Coverage Ratio is ______ to 1.00.

As of the date of this Compliance Certificate, (a) the unsecured Total
Liabilities of the REIT and Consolidated Entities are $____________, (b) the
Unencumbered Asset Value of the Unencumbered Pool is $__________, and (c) the
Unencumbered Asset Value of the Unencumbered Pool is _________% of the unsecured
Total Liabilities of the REIT and Consolidated Entities.

As of _______________, 20__, the Unsecured Interest Expense Coverage Ratio of
the REIT and the Consolidated Entities is ______ to 1.00.

(a) The aggregate distributions to shareholders of the REIT and all partners of
the Borrower for the four (4) consecutive Fiscal Quarters immediately preceding
the date of this Certificate was $____________, (b) the Funds from Operations
for that same period were $____________, and (c) the aggregate distributions for
the period described above equal ______% of the Funds from Operations for that
same period.

As of the date of this Compliance Certificate, (a) the aggregate amount of all
Debt of the REIT and the Consolidated Entities secured by Real Property is
$__________, (b) Gross Asset Value is $__________, and (c) the aggregate amount
of all such Debt divided by such Gross Asset Value is equal to _____%.

All financial covenant calculations have been performed in accordance with the
Credit Agreement.

               Executed as of the date set forth below.

Dated: ____________, ____

                                            ARDEN REALTY LIMITED PARTNERSHIP,
                                            a Maryland limited partnership

                                            By:    ARDEN REALTY, INC.,
                                                   a Maryland corporation,
                                                   Its sole general partner



                                                   By:
                                                      --------------------------
                                                          Its:
                                                               -----------------



                                 Page 22 of 180
<PAGE>   157

                                    EXHIBIT D

                            FORM OF FIXED RATE NOTICE

Arden Realty Limited Partnership
11601 Wilshire Boulevard, 4th Floor
Los Angeles, CA 90025-1740
Attn:  Chief Financial Officer


               Re:    Second Amended and Restated Revolving Credit

AGREEMENT DATED AS OF MAY 2, 2000

               Pursuant to the terms and provisions of Section 2.1(b) of that
certain Second Amended and Restated Revolving Credit Agreement dated as of May
2, 2000 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), entered into among Arden Realty Limited Partnership, a
Maryland limited partnership ("Borrower"), the Lenders therein named, Lehman
Commercial Paper Inc., as Syndication Agent, Lehman Brothers Inc., as Co-Lead
Arranger, Bank One, N.A., as Documentation Agent, and Wells Fargo Bank, National
Association, as Administrative Agent and Co-Lead Arranger ("Agent"), Borrower
has delivered to Administrative Agent a Notice of Borrowing, dated __________,
____, under which the LIBOR Rate has been selected as the basis upon which
interest shall accrue on the LIBOR Advance identified in such Notice of
Borrowing. All capitalized terms used in this Fixed Rate Notice and not
otherwise defined shall have the meanings set forth for such terms in the Credit
Agreement. In response to such Notice of Borrowing, and in accordance with
Section 2.1(b)(iii) of the Credit Agreement, Administrative Agent hereby
confirms the following as applicable to such LIBOR Advance:

               1. The Interest Period shall begin on (and include) __________,
200__, and shall end on (but exclude) __________, 200__;

               2. The aggregate principal amount of the subject LIBOR Advance is
$_________; and

               3. The LIBOR Rate applicable to such LIBOR Advance is ______ %
per annum.

               Please review the foregoing for accuracy and completeness. Unless
Administrative Agent receives written notice to the contrary within five (5)
days of your receipt hereof, this certificate shall serve as your acceptance
that: (a) you have selected and accepted the LIBOR Rate as set forth above as a
basis for calculating the effective rate for the LIBOR Advance and Interest
Period set forth above; (b) the selection and acceptance of the LIBOR Rate is
subject to the terms and conditions of



                                 Page 23 of 180
<PAGE>   158
the Notes and the Credit Agreement; and (c) you represent and warrant that no
breach, failure of condition, Event of Default or Unmatured Event of Default
exists under the Loan Documents.

               Disbursement (or conversion) of the aforesaid LIBOR Advance is
subject to the terms and conditions of the Credit Agreement. Please acknowledge
the foregoing by executing and returning to Administrative Agent a copy of this
Fixed Rate Notice. However, any failure to return such acknowledgment shall not
impair or alter Borrower's obligations under the subject LIBOR Advance.


    Dated: __________, ____                        Wells Fargo Bank, National
    Association, as Administrative Agent and Co-Lead Arranger


                                                   By:
                                                      --------------------------


                                                   Its:
                                                       -------------------------

ACKNOWLEDGED:

ARDEN REALTY LIMITED PARTNERSHIP,
a Maryland limited partnership

By:     ARDEN REALTY, INC.,
        a Maryland corporation,
        its sole general partner


        By
           -----------------------------

            Its
                ------------------------



                                 Page 24 of 180
<PAGE>   159

                                    EXHIBIT E

                           FORM OF REPAYMENT GUARANTY

               THIS REPAYMENT GUARANTY ("Guaranty") is made as of May 2, 2000,
by ARDEN REALTY, INC., a Maryland corporation ("Guarantor"), in favor of WELLS
FARGO BANK, NATIONAL ASSOCIATION ("Administrative Agent"), as administrative
agent for itself and the other "Lenders" referred to in the Credit Agreement
(defined in Recital A below). Capitalized terms used herein and not otherwise
defined shall have the meanings set forth for such terms in the Credit
Agreement.

                                    RECITALS

               A. Pursuant to the terms of that certain Second Amended and
Restated Revolving Credit Agreement dated as of May 2, 2000 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement") by
and among Arden Realty Limited Partnership, a Maryland limited partnership
("Borrower"), the Lenders named therein, Lehman Commercial Paper Inc., as
Syndication Agent, Lehman Brothers Inc., as Co-Lead Arranger, Bank One, N.A., as
Documentation Agent, and Administrative Agent, as Administrative Agent, as Agent
and Co-Lead Arranger, Lenders have agreed to loan to Borrower the principal sum
of up to TWO HUNDRED SEVENTY-FIVE MILLION AND NO/100THS DOLLARS
($275,000,000.00) (the "Loan") for the purposes specified in the Credit
Agreement.

               B. The Credit Agreement provides that the Loan shall be evidenced
by those certain Notes executed by Borrower payable to the order of Lenders. The
term "Loan Documents" for purposes hereof shall mean the Credit Agreement, the
Notes and those other documents described in the Credit Agreement as Loan
Documents.

               C. This Guaranty supersedes in its entirety the Repayment
Guaranty dated as of June 11, 1997 executed by Guarantor in favor of
Administrative Agent pursuant to the Original Credit Agreement.

               THEREFORE, to induce Lenders to enter into the Credit Agreement
and to make the Loan, and in consideration thereof, Guarantor unconditionally
guarantees and agrees as follows:

GUARANTY. Guarantor hereby guarantees and promises to pay to Lenders or order,
on demand, in lawful money of the United States, in immediately available funds,
the principal sum of TWO HUNDRED SEVENTY-FIVE MILLION AND NO/100THS DOLLARS
($275,000,000.00) or so much thereof as may be due and owing under the Notes or
any of the other Loan Documents together with interest and any other sums
payable under the Notes or any of the other Loan Documents.



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REMEDIES. If Guarantor fails to promptly perform its obligations under this
Guaranty, Lenders may from time to time, and without first requiring performance
by Borrower or exhausting any or all security for the Loan, bring any action at
law or in equity or both to compel Guarantor to perform its obligations
hereunder, and to collect in any such action compensation for all loss, cost,
damage, injury and expense sustained or incurred by Lenders as a direct or
indirect consequence of the failure of Guarantor to perform its obligations
together with interest thereon at the rate of interest applicable to the
principal balance of the Notes.

RIGHTS OF LENDERS. Guarantor authorizes Lenders, without giving notice to
Guarantor or obtaining Guarantor's consent and without affecting the liability
of Guarantor, from time to time to: (a) renew or extend all or any portion of
Borrower's obligations under the Notes or any of the other Loan Documents; (b)
declare all sums owing to Lenders under the Notes and the other Loan Documents
due and payable upon the occurrence of an Event of Default (as defined in the
Credit Agreement) under the Loan Documents; (c) make non-material changes in the
dates specified for payments of any sums payable in periodic installments under
the Notes or any of the other Loan Documents; (d) otherwise modify the terms of
any of the Loan Documents, except for (i) increases in the principal amount of
the Notes or changes in the manner by which interest rates, fees or charges are
calculated under the Notes and the other Loan Documents (Guarantor acknowledges
that if the Notes or other Loan Documents so provide, said interest rates, fees
and charges may vary from time to time) or (ii) advancement of the Maturity Date
of the Notes where no default has occurred under the Loan Documents; (e) take
and hold security for the performance of Borrower's obligations under the Notes
or the other Loan Documents and exchange, enforce, waive and release any such
security; (f) apply such security and direct the order or manner of sale thereof
as Lenders in their discretion may determine; (g) release, substitute or add any
one or more endorsers of the Notes or guarantors of Borrower's obligations under
the Notes or the other Loan Documents; (h) apply payments received by Lenders
from Borrower to any obligations of Borrower to Lenders, in such order as
Lenders shall determine in their sole discretion, whether or not any such
obligations are covered by this Guaranty; and (i) assign this Guaranty in whole
or in part to any assignee of the Notes, subject to Section 11.20 of the Credit
Agreement.

GUARANTOR'S WAIVERS. Guarantor waives: (a) any defense based upon any legal
disability or other defense of Borrower, any other guarantor or other person, or
by reason of the cessation or limitation of the liability of Borrower from any
cause other than full payment of all sums payable under the Notes or any of the
other Loan Documents; (b) any defense based upon any lack of authority of the
officers, directors, partners or agents acting or purporting to act on behalf of
Borrower or any principal of Borrower or any defect in the formation of Borrower
or any principal of Borrower; (c) any defense based upon the application by
Borrower of the proceeds of the Loan for purposes other than the purposes
represented by Borrower to Lenders or intended or understood by



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Lenders or Guarantor; (d) any and all rights and defenses arising out of an
election of remedies by Lenders, even though that election of remedies, such as
a nonjudicial foreclosure with respect to security for a guaranteed obligation,
has destroyed Guarantor's rights of subrogation and reimbursement against the
principal by the operation of Section 580d of the California Code of Civil
Procedure or otherwise; (e) any defense based upon Lenders' failure to disclose
to Guarantor any information concerning Borrower's financial condition or any
other circumstances bearing on Borrower's ability to pay all sums payable under
the Notes or any of the other Loan Documents; (f) any defense based upon any
statute or rule of law which provides that the obligation of a surety must be
neither larger in amount nor in any other respects more burdensome than that of
a principal; (g) any defense based upon Lenders' election, in any proceeding
instituted under the Federal Bankruptcy Code, of the application of Section
1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any
defense based upon any borrowing or any grant of a security interest under
Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any
right to enforce any remedy which Lenders may have against Borrower and any
right to participate in, or benefit from, any security for the Notes or the
other Loan Documents now or hereafter held by Lenders; and (j) presentment,
demand, protest and notice of any kind, except if and to the extent expressly
required under any Loan Document. Guarantor agrees that the payment of all sums
payable under the Notes or any of the other Loan Documents or any part thereof
or other act which tolls any statute of limitations applicable to the Notes or
the other Loan Documents shall similarly operate to toll the statute of
limitations applicable to Guarantor's liability hereunder. Without limiting the
generality of the foregoing or any other provision hereof, Guarantor expressly
waives to the extent permitted by law any and all rights and defenses which
might otherwise be available to Guarantor under California Civil Code Sections
2787 to 2855, inclusive, 2899 and 3433 and under California Code of Civil
Procedure Sections 580a, 580b, 580d and 726, or any of such sections.

GUARANTOR'S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lenders
would not make the Loan but for this Guaranty; (b) there are no conditions
precedent to the effectiveness of this Guaranty; (c) Guarantor has established
adequate means of obtaining from sources other than Lenders, on a continuing
basis, financial and other information pertaining to Borrower's financial
condition and Borrower's activities relating thereto and the status of
Borrower's performance of obligations under the Loan Documents, and Guarantor
agrees to keep adequately informed from such means of any facts, events or
circumstances which might in any way affect Guarantor's risks hereunder and
Lenders have made no representation to Guarantor as to any such matters; (d) the
most recent financial statements of Guarantor previously delivered to Lenders
are true and correct in all material respects, have been prepared in accordance
with generally accepted accounting principles consistently applied (or other
principles acceptable to Lenders) and fairly present the financial condition of
Guarantor as of the respective dates thereof (subject to year-end adjustments),
and no material adverse change has occurred in the financial condition of
Guarantor since the respective dates thereof; and (e) Guarantor



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has not and will not, without the prior written consent of Lenders, sell, lease,
assign, encumber, hypothecate, transfer or otherwise dispose of all or
substantially all of Guarantor's assets, or any interest therein, other than in
the ordinary course of Guarantor's business or as expressly permitted by the
Loan Documents.

SUBORDINATION. Guarantor subordinates all present and future indebtedness owing
by Borrower to Guarantor to the obligations at any time owing by Borrower to
Lenders under the Notes and the other Loan Documents. Guarantor assigns all such
indebtedness to Lenders as security for this Guaranty, the Notes and the other
Loan Documents. Guarantor agrees to make no claim for such indebtedness until
all obligations of Borrower under the Notes and the other Loan Documents have
been fully discharged. Guarantor further agrees not to assign all or any part of
such indebtedness unless Lenders are given prior notice and such assignment is
expressly made subject to the terms of this Guaranty. If Lenders so request, (a)
all instruments evidencing such indebtedness shall be duly endorsed and
delivered to Lenders, (b) all security for such indebtedness shall be duly
assigned and delivered to Lenders, (c) such indebtedness shall be enforced,
collected and held by Guarantor as trustee for Lenders and shall be paid over to
Lenders on account of the Loan but without reducing or affecting in any manner
the liability of Guarantor under the other provisions of this Guaranty, and (d)
Guarantor shall execute, file and record such documents and instruments and take
such other action as Lenders deem reasonably necessary or appropriate to
perfect, preserve and enforce Lenders' rights in and to such indebtedness and
any security therefor. If Guarantor fails to take any such action,
Administrative Agent, as attorney-in-fact for Guarantor, is hereby authorized to
do so in the name of Guarantor. The foregoing power of attorney is coupled with
an interest and cannot be revoked. This Section 6 shall not affect Guarantor's
rights to receive distributions from Borrower to the extent expressly permitted
under Section 8.7 of the Credit Agreement.

BANKRUPTCY OF BORROWER. In any bankruptcy or other proceeding in which the
filing of claims is required by law, Guarantor shall file all claims which
Guarantor may have against Borrower relating to any indebtedness of Borrower to
Guarantor and shall assign to Lenders all rights of Guarantor thereunder. If
Guarantor does not file any such claim, Administrative Agent, as
attorney-in-fact for Guarantor, hereby authorized to do so in the name of
Guarantor or, in Lenders' discretion, to assign the claim to a nominee and to
cause proof of claim to be filed in the name of Lenders' nominee. The foregoing
power of attorney is coupled with an interest and cannot be revoked. Lenders or
their nominee shall have the right, in its reasonable discretion, to accept or
reject any plan proposed in such proceeding and to take any other action which a
party filing a claim is entitled to do. In all such cases, whether in
administration, bankruptcy or otherwise, the person or persons authorized to pay
such claim shall pay to Lenders the amount payable on such claim and, to the
full extent necessary for that purpose, Guarantor hereby assigns to Lenders all
of Guarantor's rights to any such payments or distributions; provided, however,
Guarantor's obligations hereunder shall not be satisfied except to the extent
that



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Lenders receive cash by reason of any such payment or distribution. If Lenders
receive anything hereunder other than cash, the same shall be held as collateral
for amounts due under this Guaranty. If all or any portion of the obligations
guaranteed hereunder are paid or performed, the obligations of Guarantor
hereunder shall continue and shall remain in full force and effect in the event
that all or any part of such payment or performance is avoided or recovered
directly or indirectly from Lenders as a preference, fraudulent transfer or
otherwise under the Bankruptcy Code or other similar laws, irrespective of (a)
any notice of revocation given by Guarantor prior to such avoidance or recovery,
or (b) full payment and performance of all of the indebtedness and obligations
evidenced and secured by the Loan Documents.

LOAN SALES AND PARTICIPATIONS; DISCLOSURE OF INFORMATION. Guarantor agrees that
each of the Lenders may elect, at any time, to sell, assign, or grant
participations in all or any portion of its rights and obligations under the
Loan Documents and this Guaranty, subject to the provisions of Section 11.20 of
the Credit Agreement. Guarantor further agrees that Lenders may disseminate to
any such actual or potential purchaser(s), assignee(s) or participant(s) all
documents and information (including, without limitation, all financial
information) which has been or is hereafter provided to or known to Lenders with
respect to: (a) any Real Property; (b) any party connected with the Loan
(including, without limitation, the Guarantor, the Borrower, any partner of
Borrower, any constituent partner of Borrower, any other guarantor and any
non-borrower trustor); and/or (c) any lending relationship other than the Loan
which Lenders may have with any party connected with the Loan, provided that
such purchaser(s), assignee(s) or participant(s) agree to be bound by Section
5.3 of the Credit Agreement. In the event of any such sale, assignment or
participation, Lenders and the parties to such transaction shall share in the
rights and obligations of Lenders as set forth in the Loan Documents only as and
to the extent they agree among themselves. In connection with any such sale,
assignment or participation, Guarantor further agrees that the Guaranty shall be
sufficient evidence of the obligations of Guarantor to each purchaser, assignee,
or participant, and upon written request by Lenders, Guarantor shall consent to
any amendments or modifications to the Loan Documents (other than this Guaranty)
which do not materially increase the obligations guarantied hereunder and which
may be reasonably required in order to evidence any such sale, assignment, or
participation.

ADDITIONAL, INDEPENDENT AND UNSECURED OBLIGATIONS. This is a Guaranty of payment
and not of collection and the obligations of Guarantor hereunder shall be in
addition to and shall not limit or in any way affect the obligations of
Guarantor under any other existing or future guaranties unless said other
guaranties are expressly modified or revoked in writing. This Guaranty is
independent of the obligations of Borrower under the Notes and the other Loan
Documents. Lenders may bring a separate action to enforce the provisions hereof
against Guarantor without taking action against Borrower or any other party or
joining Borrower or any other party as a party to such action. Except as
otherwise provided in this Guaranty, this Guaranty is not secured and



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shall not be deemed to be secured by any security instrument unless such
security instrument expressly recites that it secures this Guaranty.

ATTORNEYS' FEES; ENFORCEMENT. Subject to Section 11.1 of the Credit Agreement,
if any attorney is engaged by Lenders to enforce or defend any provision of this
Guaranty, or any of the other Loan Documents, or as a consequence of any default
under the Loan Documents, with or without the filing of any legal action or
proceeding, Guarantor shall pay to Lenders, within seven (7) days after written
demand, all attorneys' fees and costs incurred by Lenders in connection
therewith, together with interest thereon from the date of such demand until
paid at the rate of interest applicable to the principal balance of the Notes as
specified therein.

RULES OF CONSTRUCTION. The word "Borrower" as used herein shall include both the
named Borrower and any other person at any time assuming or otherwise becoming
primarily liable for all or any part of the obligations of the named Borrower
under the Notes and the other Loan Documents. The term "person" as used herein
shall include any individual, company, trust or other legal entity of any kind
whatsoever. If this Guaranty is executed by more than one person, the term
"Guarantor" shall include all such persons. When the context and construction so
require, all words used in the singular herein shall be deemed to have been used
in the plural and vice versa. All headings appearing in this Guaranty are for
convenience only and shall be disregarded in construing this Guaranty.

CREDIT REPORTS. Each legal entity and individual obligated on this Guaranty
hereby authorizes Lenders to order and obtain, from a credit reporting agency of
Lenders' choice, a third party credit report on such legal entity and
individual.

GOVERNING LAW. This Guaranty shall be governed by, and construed in accordance
with, the laws of the State of California, except to the extent preempted by
Federal laws. Guarantor and all persons and entities in any manner obligated to
Lenders under this Guaranty consent to the jurisdiction of any Federal or State
Court within the State of California having proper venue and also consent to
service of process by any means authorized by California or Federal law.

MISCELLANEOUS. The provisions of this Guaranty will bind and benefit the heirs,
executors, administrators, legal representatives, nominees, successors and
assigns of Guarantor and Lenders. The liability of all persons and entities who
are in any manner obligated hereunder shall be joint and several. If any
provision of this Guaranty shall be determined by a court of competent
jurisdiction to be invalid, illegal or unenforceable, that portion shall be
deemed severed from this Guaranty and the remaining parts shall remain in full
force as though the invalid, illegal or unenforceable portion had never been
part of this Guaranty.

ENFORCEABILITY. Guarantor hereby acknowledges that: (a) the obligations
undertaken by Guarantor in this Guaranty are complex in nature, and (b) numerous



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possible defenses to the enforceability of these obligations may presently exist
and/or may arise hereafter, and (c) as part of Lenders' consideration for
entering into this transaction, Lenders have specifically bargained for the
waivers and relinquishments by Guarantor set forth herein with respect to such
defenses, and (d) Guarantor has had the opportunity to seek and receive legal
advice from skilled legal counsel in the area of financial transactions of the
type contemplated herein. Given all of the above, Guarantor does hereby
represent and confirm to Lenders that Guarantor is fully informed regarding, and
that Guarantor does thoroughly understand: (i) the nature of all such possible
defenses, and (ii) the circumstances under which such defenses may arise, and
(iii) the benefits which such defenses might confer upon Guarantor, and (iv) the
legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges
that Guarantor makes this Guaranty with the intent that this Guaranty and all of
the informed waivers herein shall each and all be fully enforceable by Lenders,
and that Lenders are induced to enter into this transaction in material reliance
upon the presumed full enforceability thereof.

CREDIT AGREEMENT MATTERS.

Guarantor hereby confirms and affirms each of the representations and warranties
of the REIT in Section 4.2 of the Credit Agreement, it being understood that
references to the "REIT" in Section 4.2 shall be deemed to be references to
Guarantor.

Guarantor covenants and agrees that it shall comply with each of the covenants
in Articles 6, 7 and 8 of the Credit Agreement, it being understood that
references to the "REIT" in such Articles shall be deemed to be references to
Guarantor.

WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS GUARANTY HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION (a) ARISING UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY
PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO THE LOAN DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND
EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS GUARANTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION WITH ANY



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COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF
THEIR RIGHT TO TRIAL BY JURY.

               IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of
the date appearing on the first page of this Guaranty.

                                            "GUARANTOR"

                                            ARDEN REALTY, INC.,
                                            a Maryland corporation



                                            By
                                                   -----------------------------
                                                   Diana Laing
                                                   Its Chief Financial Officer



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                                    EXHIBIT F

                             FORM OF PROMISSORY NOTE

$__________                                                          May 2, 2000

               FOR VALUE RECEIVED, ARDEN REALTY LIMITED PARTNERSHIP, a Maryland
limited partnership ("Borrower"), HEREBY PROMISES TO PAY to the order of
______________ ("Lender") the principal sum of ________ ____________________
DOLLARS ($__________) or if less, the aggregate unpaid principal amount of all
"Advances" disbursed by Lender pursuant to Lender's "Pro Rata Share" of the
"Commitment", as such terms are defined in that certain Second Amended and
Restated Revolving Credit Agreement dated as of April __, 2000 (as amended,
supplemented or modified from time to time, the "Credit Agreement"), entered
into among Borrower, the Lenders named therein, Lehman Commercial Paper Inc., as
Syndication Agent, Lehman Brothers Inc., as Co-Lead Arranger, Bank One, N.A., as
Documentation Agent, and Wells Fargo Bank, National Association, as
Administrative Agent and Co-Lead Arranger, together with interest on the unpaid
principal balance hereof at the rate (or rates) determined in accordance with
Section 2.4 of the Credit Agreement from the date such principal is advanced
until it is paid in full. It is contemplated that there will be advances and
payments under this Promissory Note from time to time, but no advances or
payments under this Promissory Note (including payment in full of the unpaid
balance of principal hereof prior to maturity) shall affect or impair the
validity or enforceability of this Promissory Note as to future advances
hereunder.

               This Promissory Note is one of the Notes referred to in and
governed by the Credit Agreement, which Credit Agreement, among other things,
contains provisions for the acceleration of the maturity hereof and for the
payment of certain additional sums to Lender upon the happening of certain
stated events. Capitalized terms used in this Promissory Note without definition
have the same meanings as in the Credit Agreement.

               The principal amount of this Promissory Note, if not sooner paid
as required pursuant to the Credit Agreement, will be due and payable, together
with all accrued and unpaid interest and other amounts due and unpaid under the
Credit Agreement, on the Maturity Date. Borrower may make voluntary prepayments
of all or a portion of this Promissory Note, upon prior written notice, in
accordance with the provisions of Section 2.6 of the Credit Agreement.

               Interest on the Advances is payable in arrears on the first
Business Day of each month during the term of the Credit Agreement, commencing
with the first Business Day of the first calendar month to begin after the date
of this Promissory Note. Interest will be computed on the basis of the actual
number of days elapsed in the period during which interest accrues and a year of
three hundred sixty (360) days. The Credit



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Agreement provides for the payment by Borrower of various other charges and
fees, in addition to the interest charges described in the Credit Agreement, as
set forth more fully in the Credit Agreement.

               All payments of any amount becoming due under this Promissory
Note shall be made in the manner provided in the Credit Agreement, in Dollars.

               Upon and after the occurrence of an Event of Default, unless such
Event of Default is waived as provided in the Credit Agreement, this Promissory
Note may, at the option of Requisite Lenders and without demand, notice or legal
process of any kind, be declared by Administrative Agent, and in such case
immediately shall become, due and payable. Upon and after the occurrence of
certain Events of Default, this Promissory Note shall, as provided in the Credit
Agreement, without any action by Lenders and without demand, notice or legal
process of any kind, automatically and immediately become due and payable.

               Demand, presentment, protest and notice of nonpayment and
protest, notice of intention to accelerate maturity, notice of acceleration of
maturity and notice of dishonor are hereby waived by Borrower. Subject to the
terms of the Credit Agreement, including but not limited to, Section 11.4 of the
Credit Agreement, Lender may extend the time of payment of this Promissory Note,
postpone the enforcement hereof, grant any indulgences, release any party
primarily or secondarily liable hereon or agree to any subordination of
Borrower's obligations hereunder without affecting or diminishing such Lender's
right of recourse against Borrower, which right is hereby expressly reserved.

               This Promissory Note has been delivered and accepted at Los
Angeles, California. This Promissory Note shall be interpreted in accordance
with, and the rights and liabilities of the parties hereto shall be determined
and governed by, the laws of the State of California.

               In no contingency or event whatsoever shall interest charged in
respect of the Advances evidenced hereby, however such interest may be
characterized or computed, exceed the highest rate permissible under any law
that a court of competent jurisdiction shall, in a final determination, deem
applicable hereto. If such a court determines that Lender has received interest
hereunder in excess of the highest rate applicable hereto, Lender shall, at
Lender's election, either (a) promptly refund such excess interest to Borrower
or (b) credit such excess to the principal balance of the outstanding Advances
held by that Lender. This provision shall control over every other provision of
all agreements between Borrower and Lender.

               Whenever possible each provision of this Promissory Note shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Promissory Note shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without



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invalidating the remainder of such provision or the remaining provisions of this
Promissory Note.

               [THIS PROMISSORY NOTE REPLACES, AMENDS AND RESTATES THAT CERTAIN
PROMISSORY NOTE, DATED AS OF JUNE 11, 1997, IN THE PRINCIPAL AMOUNT OF
$_________, AND DELIVERED BY THE UNDERSIGNED TO LENDER PURSUANT TO THE ORIGINAL
CREDIT AGREEMENT.]

                                            ARDEN REALTY LIMITED PARTNERSHIP,
                                            a Maryland limited partnership

                                            By:  ARDEN REALTY, INC.
                                                 a Maryland corporation,
                                                 its sole general partner



                                                 By
                                                     ---------------------------
                                                     Diana Laing
                                                     Its Chief Financial Officer



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<PAGE>   170

                                    EXHIBIT G

                           FORM OF NOTICE OF BORROWING


Wells Fargo Bank, N.A.
Wells Fargo Real Estate Group
Disbursement Center
2120 East Park Place, Suite 100
El Segundo, California 90245


               Re:    Second Amended and Restated Revolving Credit Agreement
                      dated as of May 2, 2000 by and among Arden Realty
                      Limited Partnership, et al.


               This Notice of Borrowing is executed and delivered by Arden
Realty Limited Partnership, a Maryland limited partnership ("Borrower"), to
Wells Fargo Bank, National Association, as Administrative Agent and Co-Lead
Arranger, pursuant to that certain Second Amended and Restated Revolving Credit
Agreement dated as of May 2, 2000 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), entered into among
Borrower, the Lenders therein named, Lehman Commercial Paper Inc., as
Syndication Agent, Lehman Brothers Inc., as Co-Lead Arranger, Bank One, N.A., as
Documentation Agent, and Wells Fargo Bank, National Association, as
Administrative Agent and Co-Lead Arranger. Capitalized terms used in this Notice
without definition have the same meanings as in the Credit Agreement.

               Pursuant to Section 2.1(b) of the Credit Agreement, this Notice
represents Borrower's request that an Advance be made to Borrower as follows
15/:

               1.     Amount of Advance:  $__________


----------

15      In the case where the Notice of Borrowing is in respect of a conversion
        of a previously made Advance, as referred to in Section 2.1(b)(ii) of
        the Credit Agreement, paragraphs 1 and 3 shall be modified to refer to
        the date of conversion (in lieu of the Funding Date) and the amount of
        the conversion or continuation (in lieu of principal amount of a new
        Advance). In addition, in the case of such Notice of Borrowing, item
        (b), below, must be appropriately modified.



                                      -36-
<PAGE>   171

               2.     Type of Advance Requested (check one box only):
                      [  ]   Base Rate Advance
                      [  ]   LIBOR Advance

               3.     Funding Date:  __________, 200_

               4.     Interest Period of Advance (LIBOR Advances only):
                      _______ month(s)

               5.     Proposed Use of Advance:  ________________________
                      __________________________________________________
                      __________________________________________________
                      __________________________________________________

Proceeds of such Advance shall be deposited in Borrower's account number
4600-598-411 at the Los Angeles main office of Administrative Agent or disbursed
directly to third parties pursuant to Borrower's written instructions delivered
to Administrative Agent.

               Borrower hereby certifies that:

                (a) As of the Funding Date, all conditions set forth in Section
        [3.1] [and] [3.2] of the Credit Agreement to the disbursement of the
        Advance hereby requested will be satisfied, and

               (b) After giving effect to [the disbursement of the Advance] [the
        conversion] hereby requested [and the addition of any Unencumbered
        Asset], (1) the aggregate principal amount of all outstanding Advances
        shall not exceed Two Hundred Seventy-Five Million Dollars ($275,000,000)
        and (2) the aggregate principal amount of all outstanding Advances will
        not exceed the lesser of (x) the Commitment or (y) the amount which,
        when combined with all components of the unsecured Total Liabilities of
        the REIT and the Consolidated Entities other than outstanding Advances
        as of such date, is equal to 57.1429% of the aggregate Unencumbered
        Asset Value of the Unencumbered Pool as of such date.

 Dated:__________, 20___            ARDEN REALTY LIMITED PARTNERSHIP, a
                                    Maryland limited partnership

                                      By:  ARDEN REALTY, INC., a Maryland
                                           corporation, its sole general partner

                                           By
                                              ----------------------------------
                                           Its
                                               ---------------------------------



                                      -37-
<PAGE>   172

cc:     Wells Fargo Bank, N.A.
        Real Estate Finance Group
        MAC 2064-129
        333 South Grand Avenue, 12th Floor
        Los Angeles, California 90071
        Attention:  Ms. Tonya Brown



                                      -38-
<PAGE>   173

                                   EXHIBIT H-1

                          FORM OF SOLVENCY CERTIFICATE
                                     (REIT)

               This Solvency Certificate ("Certificate") is delivered in
connection with that certain Second Amended and Restated Revolving Credit
Agreement dated as of May 2, 2000 (as amended, supplemented or modified from
time to time, the "Credit Agreement") entered into among Arden Realty Limited
Partnership, a Maryland limited partnership ("Borrower"), the Lenders named
therein, Lehman Commercial Paper Inc., as Syndication Agent, Lehman Brothers
Inc., as Co-Lead Arranger, Bank One, N.A., as Documentation Agent, and Wells
Fargo Bank, National Association, as Administrative Agent and Co-Lead Arranger.
Capitalized terms used in this Certificate without definition have the same
meanings as in the Credit Agreement.

               I, Diana Laing, the Chief Financial Officer of Arden Realty,
Inc., a Maryland corporation (the "REIT"), in my capacity as Chief Financial
Officer of the REIT, hereby certify, on behalf of the REIT, that:

I am the duly elected, qualified and acting Chief Financial Officer of the REIT
and am familiar with the business and financial and other matters hereinafter
described.

Attached hereto as Exhibit A is a Pro Forma Balance Sheet of the REIT (the "Pro
Forma Balance Sheet"), showing the estimated financial condition of the REIT
immediately after (a) its execution and delivery of the Loan Documents to which
it is a party, and (b) the completion of all other transactions contemplated to
occur on the Closing Date with respect to Borrower (the "Closing"). The total
net worth of the REIT shown on the Pro Forma Balance Sheet does not overstate
the amount by which the aggregate assets of the REIT, at a fair valuation,
exceed the aggregate liabilities of the REIT, whether direct or contingent, as
of the date hereof. As to contingent liabilities, the Pro Forma Balance Sheet
reflects the probable liability of the REIT thereon.

The Pro Forma Balance Sheet (a) presents the liabilities of the REIT (whether
contingent or not) fairly and accurately, (b) has been prepared in accordance
with generally accepted accounting principles, and (c) reflects on its face all
of the relevant financial data of the REIT currently available with respect to
its liabilities. With respect to the presentation of contingent liabilities, I
have consulted with counsel for the REIT regarding contingent liabilities
(including without limitation, liabilities for taxes, environmental liabilities,
intercompany indebtedness, liability under any sureties and guaranties and
pending or threatened litigation or other proceedings and contingent
liabilities) and have included as a liability our best judgment as to the
probable exposure of the REIT to contingent liabilities that would not be
included in reserves otherwise reflected in the balance sheet.



                                 Page 39 of 180
<PAGE>   174

In preparing the Pro Forma Balance Sheet, I have assumed that a "fair valuation"
of the REIT assets means the aggregate price available upon the sale of such
assets by a willing seller to a willing buyer, where material information as to
the assets and the market for such assets is known to both, and where the sale
is executed with commercially reasonable promptness. The assumptions that
underlie the values contained in the Pro Forma Balance Sheet are based on
appraisals of real property obtained by the Administrative Agent or on the
purchase price of assets and, in the REIT's opinion, do not result in the
overstatement of such values. The values contained in the Pro Forma Balance
Sheet that are based on data not dated the date hereof have not materially
changed since the date of such data.

The REIT has prepared cash flow and balance sheet projections (the
"Projections") for the REIT for the term of the Credit Agreement. The
Projections were prepared by me, in conjunction with other financial personnel
of the REIT, on the basis of the assumptions set forth therein (which
assumptions are, in the opinion of the REIT, reasonable in light of the
financial condition and prospects of the REIT) , and represent our good faith
opinion as to the most probable course of its business. The practices followed
in preparing the Projections do not materially differ from practices usually
followed in the preparation of accounting projections in the regular course of
an ongoing business.

Based on the foregoing, I have concluded that, immediately after the Closing
Date:

the REIT will be able to pay its debts as they mature;

the REIT will have capital sufficient to carry on its business and transactions
and all businesses and transactions in which it presently intends to engage;

the REIT will have assets with a present fair saleable value and a fair
valuation greater than the amount of its liabilities, whether direct or
contingent; and

the present fair saleable value of the assets of the REIT will not be less than
the amount that will be required to pay the probable liability of the REIT on
its existing indebtedness as such indebtedness becomes absolute and matured.

The REIT does not intend to incur debts beyond its ability to pay them as they
mature.

The REIT does not contemplate filing a petition in bankruptcy or for an
arrangement or reorganization under the Federal Bankruptcy Code, nor are there
any threatened bankruptcy or insolvency proceedings against the REIT.

This Certificate is made and delivered to the Administrative Agent for the
purpose of inducing the Lenders, now and from time to time hereafter, to advance
monies and other financial assistance to Borrower pursuant to the Credit
Agreement. I have carefully



                                 Page 40 of 180
<PAGE>   175

reviewed the contents of this Certificate, and I have conferred with counsel for
the REIT concerning the meaning of its contents.

                                            ARDEN REALTY, INC.,
                                            a Maryland corporation



                                            By:
                                                   -----------------------------
                                                   Diana Laing,
                                                   Chief Financial Officer
Date:  May 2, 2000



                                 Page 41 of 180
<PAGE>   176

                                    EXHIBIT A




                                 Page 42 of 180
<PAGE>   177

                                   EXHIBIT H-2

                          FORM OF SOLVENCY CERTIFICATE
                                   (Borrower)

               This Solvency Certificate ("Certificate") is delivered in
connection with that certain Second Amended and Restated Revolving Credit
Agreement dated as of May 2, 2000 (as amended, supplemented or modified from
time to time, the "Credit Agreement") entered into among Arden Realty Limited
Partnership, a Maryland limited partnership ("Borrower"), the Lenders named
therein, Lehman Commercial Paper Inc., as Syndication Agent, Lehman Brothers,
Inc., as Co-Lead Arranger, Bank One, N.A., as Documentation Agent, and Wells
Fargo Bank, National Association, as Administrative Agent and Co-Lead Arranger.
Capitalized terms used in this Certificate without definition have the same
meanings as in the Credit Agreement.

               I, Diana Laing, the Chief Financial Officer of Arden Realty,
Inc., a Maryland corporation (the "REIT"), which REIT is the sole general
partner of Borrower, in my capacity as Chief Financial Officer of the REIT,
hereby certify, on behalf of Borrower, that:

        1. I am the duly elected, qualified and acting Chief Financial Officer
of the REIT and am familiar with the business and financial and other matters of
Borrower hereinafter described.

        2. Attached hereto as Exhibit A is a Pro Forma Balance Sheet of Borrower
(the "Pro Forma Balance Sheet"), showing the estimated financial condition of
Borrower immediately after (a) its execution and delivery of the Loan Documents
to which it is a party, and (b) the completion of all other transactions
contemplated to occur on the Closing Date with respect to Borrower (the
"Closing"). The total net worth of Borrower shown on the Pro Forma Balance Sheet
does not overstate the amount by which the aggregate assets of Borrower, at a
fair valuation, exceed the aggregate liabilities of Borrower, whether direct or
contingent, as of the date hereof. As to contingent liabilities, the Pro Forma
Balance Sheet of Borrower reflects the probable liability of Borrower thereon.

        3. The Pro Forma Balance Sheet (a) presents the liabilities of Borrower
(whether contingent or not) fairly and accurately, (b) has been prepared in
accordance with generally accepted accounting principles, and (c) reflects on
its face all of the relevant financial data of Borrower currently available with
respect to its liabilities. With respect to the presentation of contingent
liabilities, I have consulted with counsel for Borrower regarding contingent
liabilities (including without limitation, liabilities for taxes, environmental
liabilities, intercompany indebtedness, liability under any sureties and
guaranties and pending or threatened litigation or other proceedings and



                                 Page 43 of 180
<PAGE>   178

contingent liabilities) and have included as a liability our best judgment as to
the probable exposure of Borrower to contingent liabilities that would not be
included in reserves otherwise reflected in the balance sheet.

        4. In preparing the Pro Forma Balance Sheet, I have assumed that a "fair
valuation" of Borrower's assets means the aggregate price available upon the
sale of such assets by a willing seller to a willing buyer, where material
information as to the assets and the market for such assets is known to both,
and where the sale is executed with commercially reasonable promptness. The
assumptions that underlie the values contained in the Pro Forma Balance Sheet
are based on appraisals of real property obtained by the Administrative Agent or
on the purchase price of assets and, in Borrower's opinion, do not result in the
overstatement of such values. The values contained in the Pro Forma Balance
Sheet that are based on data not dated the date hereof have not materially
changed since the date of such data.

        5. The Borrower has prepared cash flow and balance sheet projections
(the "Projections") for Borrower for the term of the Credit Agreement. The
Projections were prepared by me, in conjunction with other financial personnel
of Borrower, on the basis of the assumptions set forth therein (which
assumptions are, in the opinion of Borrower, reasonable in light of the
financial condition and prospects of Borrower) , and represent our good faith
opinion as to the most probable course of its business. The practices followed
in preparing the Projections do not materially differ from practices usually
followed in the preparation of accounting projections in the regular course of
an ongoing business.

        6. Based on the foregoing, I have concluded that, immediately after the
Closing Date:

                      (a) Borrower will be able to pay its debts as they mature;

                      (b) Borrower will have capital sufficient to carry on its
        business and transactions and all businesses and transactions in which
        it presently intends to engage;

                      (c) Borrower will have assets with a present fair saleable
        value and a fair valuation greater than the amount of its liabilities,
        whether direct or contingent; and

                      (d) the present fair saleable value of the assets of
        Borrower will not be less than the amount that will be required to pay
        the probable liability of Borrower on its existing indebtedness as such
        indebtedness becomes absolute and matured.



                                 Page 44 of 180
<PAGE>   179

        7. Borrower does not intend to incur debts beyond its ability to pay
them as they mature.

        8. Borrower does not contemplate filing a petition in bankruptcy or for
an arrangement or reorganization under the Federal Bankruptcy Code, nor are
there any threatened bankruptcy or insolvency proceedings against Borrower.

        9. This Certificate is made and delivered to the Administrative Agent
for the purpose of inducing the Lenders, now and from time to time hereafter, to
advance monies and other financial assistance to Borrower pursuant to the Credit
Agreement. I have carefully reviewed the contents of this Certificate, and I
have conferred with counsel for Borrower concerning the meaning of its contents.


                             "General Partner"

                             ARDEN REALTY, INC.,
                             a Maryland corporation



                                 Page 45 of 180
<PAGE>   180

                             By:
                                ---------------------------------------
                                    Diana Laing,
                                    Chief Financial Officer


Date:   May 2, 2000




                                 Page 46 of 180