<PAGE>   1
                                                                   EXHIBIT 10.12


================================================================================

                             SECURED LOAN AGREEMENT



                          dated as of January 31, 2000



                                      among



                    CRESCENT REAL ESTATE FUNDING VIII, L.P.,
                                  as Borrower,



                            UBS AG, STAMFORD BRANCH,
                                   as Lender,


                                       and


                            UBS AG, STAMFORD BRANCH,
                             as Administrative Agent

================================================================================


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
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ARTICLE I                  DEFINITIONS AND CONSTRUCTION OF TERMS.........................................1
     Section 1.01          Definitions...................................................................1
     Section 1.02          Accounting Terms.............................................................15
     Section 1.03          Computation of Time Periods..................................................16
     Section 1.04          Rules of Construction........................................................16

ARTICLE II                 THE LOANS....................................................................16
     Section 2.01          The Loans....................................................................16
     Section 2.02          Purpose......................................................................17
     Section 2.03          Advances, Generally..........................................................17
     Section 2.04          Procedures for Advances......................................................17
     Section 2.05          Interest Periods; Renewals...................................................18
     Section 2.06          Interest.....................................................................18
     Section 2.07          Fees.........................................................................18
     Section 2.08          Notes........................................................................19
     Section 2.09          Prepayments..................................................................19
     Section 2.10          Cancellation of Commitments..................................................20
     Section 2.11          Method of Payment............................................................20
     Section 2.12          Elections, Conversions or Continuation of Loans..............................21
     Section 2.13          Minimum Amounts..............................................................21
     Section 2.14          Certain Notices Regarding Elections, Conversions and Continuations of Loans..22
     Section 2.15          Late Payment Premium.........................................................22
     Section 2.16          Letters of Credit............................................................22
     Section 2.17          Additional Conditions to Advances of Tranche A...............................24

ARTICLE III                YIELD PROTECTION; ILLEGALITY; ETC............................................24
     Section 3.01          Additional Costs.............................................................24
     Section 3.02          Limitation on Types of Loans.................................................25
     Section 3.03          Illegality...................................................................26
     Section 3.04          Treatment of Affected Loans..................................................26
     Section 3.05          Certain Compensation.........................................................27
     Section 3.06          Capital Adequacy.............................................................27
     Section 3.07          Substitution of Lenders......................................................28
     Section 3.08          "Lender" to Include Participants.............................................29

ARTICLE IV                 CONDITIONS PRECEDENT.........................................................29
     Section 4.01          Conditions Precedent to the Initial Advance..................................29
     Section 4.02          Conditions Precedent to Advances After the Initial Advance...................35
     Section 4.03          Deemed Representations.......................................................35

ARTICLE V                  REPRESENTATIONS AND WARRANTIES...............................................36
     Section 5.01          Due Organization and General Power and Authority.............................36
</TABLE>


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<TABLE>
<CAPTION>
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     Section 5.02          Power and Authority Regarding Loans; No Conflicts; Compliance With Laws......36
     Section 5.03          Legally Enforceable Agreements...............................................37
     Section 5.04          Litigation...................................................................37
     Section 5.05          Good Title to Properties.....................................................37
     Section 5.06          Taxes........................................................................37
     Section 5.07          ERISA........................................................................38
     Section 5.08          No Default on Outstanding Judgments or Orders................................38
     Section 5.09          No Defaults on Other Agreements..............................................38
     Section 5.10          Government Regulation........................................................38
     Section 5.11          Environmental Protection.....................................................39
     Section 5.12          Solvency.....................................................................39
     Section 5.13          Financial Statements.........................................................39
     Section 5.14          Valid Existence of Affiliates................................................39
     Section 5.15          Insurance....................................................................40
     Section 5.16          Accuracy of Information; Full Disclosure.....................................40
     Section 5.17          Separate Tax and Zoning Lot..................................................40
     Section 5.18          Zoning and Other Laws; Covenants and Restrictions............................40
     Section 5.19          Utilities Available..........................................................41
     Section 5.20          Creation of Liens............................................................41
     Section 5.21          Roads........................................................................41
     Section 5.22          Premises Documents and Leases................................................41
     Section 5.23          Applicability of Representations and Warranties to Residential Corporations and
                           Investment Partnerships......................................................41

ARTICLE VI                 AFFIRMATIVE COVENANTS........................................................42
     Section 6.01          Maintenance of Existence.....................................................42
     Section 6.02          Maintenance of Records.......................................................42
     Section 6.03          Maintenance of Insurance.....................................................42
     Section 6.04          Compliance with Laws; Payment of Taxes.......................................42
     Section 6.05          Right of Inspection..........................................................42
     Section 6.06          Compliance With Environmental Laws...........................................43
     Section 6.07          Maintenance of Properties....................................................43
     Section 6.08          Payment of Costs.............................................................43
     Section 6.09          Reporting and Miscellaneous Document Requirements............................43
     Section 6.10          Premises Documents; Leases...................................................46
     Section 6.11          Compliance with Covenants, Restrictions and Easements........................48
     Section 6.12          Management and Leasing Contracts.............................................48
     Section 6.13          Interest Rate Protection.....................................................48

ARTICLE VII                SINGLE PURPOSE ENTITY AND CONTROL............................................48
     Section 7.01          Single Purpose Entity........................................................48
     Section 7.02          Ownership and Control........................................................51

ARTICLE VIII               FINANCIAL COVENANTS..........................................................51
     Section 8.01          Financial Covenants..........................................................51
</TABLE>


                                       ii
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<TABLE>
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ARTICLE IX                 EVENTS OF DEFAULT............................................................52
     Section 9.01          Events of Default............................................................52
     Section 9.02          Remedies.....................................................................54

ARTICLE X                  ADMINISTRATIVE AGENT; RELATIONS AMONG LENDERS................................55
     Section 10.01         Appointment, Powers and Immunities of Administrative Agent...................55
     Section 10.02         Reliance by Administrative Agent.............................................55
     Section 10.03         Defaults.....................................................................56
     Section 10.04         Rights of Administrative Agent as a Lender...................................56
     Section 10.05         Sharing of Costs by Lenders; Indemnification of Administrative Agent.........56
     Section 10.06         Non-Reliance on Administrative Agent and Other Lenders.......................57
     Section 10.07         Failure of Administrative Agent to Act.......................................58
     Section 10.08         Resignation or Removal of Administrative Agent...............................58
     Section 10.09         Amendments Concerning Agency Function........................................58
     Section 10.10         Liability of Administrative Agent............................................58
     Section 10.11         Transfer of Agency Function..................................................59
     Section 10.12         Non-Receipt of Funds by Administrative Agent; Adjustments....................59
     Section 10.13         Withholding Taxes............................................................59
     Section 10.14         Pro Rata Treatment...........................................................60
     Section 10.15         Sharing of Payments Among Lenders............................................60
     Section 10.16         Possession of Documents......................................................60
     Section 10.17         Intentionally Omitted........................................................60
     Section 10.18         Effect of a Lender's Failure to Make an Advance..............................60
     Section 10.19         Cure by Delinquent Lender....................................................63
     Section 10.20         Delinquent Lender Not Excused................................................63
     Section 10.21         Notices Regarding Delinquent Lender..........................................64
     Section 10.22         Replacement Lender...........................................................64

ARTICLE XI                 NATURE OF OBLIGATIONS........................................................65
     Section 11.01         Absolute and Unconditional Obligations.......................................65
     Section 11.02         Non-Recourse to Borrower's Principals........................................66

ARTICLE XII                MISCELLANEOUS................................................................66
     Section 12.01         Binding Effect of Request for Advance........................................66
     Section 12.02         Amendments and Waivers.......................................................67
     Section 12.03         Usury........................................................................67
     Section 12.04         Expenses; Indemnification....................................................68
     Section 12.05         Assignment; Participation....................................................68
     Section 12.06         Documentation Satisfactory...................................................70
     Section 12.07         Notices......................................................................70
     Section 12.08         Setoff.......................................................................70
     Section 12.09         Severability.................................................................71
     Section 12.10         Counterparts.................................................................71
     Section 12.11         Intentionally Omitted........................................................71
     Section 12.12         Governing Law................................................................71
</TABLE>


                                      iii
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<TABLE>
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     Section 12.13         Waivers......................................................................71
     Section 12.14         Year 2000....................................................................71
     Section 12.15         Jurisdiction; Immunities.....................................................72
     Section 12.16         Gross-Up For Taxes...........................................................73
     Section 12.17         Additions and Releases of Properties.........................................73
     Section 12.18         Reappraisals of Hotel Properties.............................................75
     Section 12.19         Certain Provisions Regarding Disposition Properties..........................75
     Section 12.20         Partial Releases.............................................................77
</TABLE>


SCHEDULE A           -     Properties

SCHEDULE 5.04        -     Litigation

SCHEDULE 5.22        -     Lease Purchase Options



EXHIBIT A            -     Authorization Letter

EXHIBIT B-1          -     Tranche A Note

EXHIBIT B-2          -     Tranche B Note

EXHIBIT B-3          -     Tranche C Note

EXHIBIT C            -     Information Regarding Material Affiliates

EXHIBIT D            -     Solvency Certificate

EXHIBIT E            -     Assignment and Assumption Agreement

EXHIBIT F            -     Notice of Assignment of Lease


                                       iv
<PAGE>   6

                  SECURED LOAN AGREEMENT dated as of January 31, 2000 among
CRESCENT REAL ESTATE FUNDING VIII, L.P., a limited partnership organized and
existing under the laws of the State of Delaware ("Borrower"), UBS AG, STAMFORD
BRANCH (in its individual capacity and not as Administrative Agent, "UBS"), the
other lenders (if any) signatory hereto and UBS AG, STAMFORD BRANCH, as
administrative agent for Lenders (in such capacity, together with its successors
in such capacity, "Administrative Agent"; UBS, the other lenders (if any)
signatory hereto and such other lenders who from time to time become Lenders
pursuant to Section 3.07, 10.22 or 12.05, each a "Lender" and collectively,
"Lenders").

                  Borrower desires that Lenders extend credit as provided
herein, and Lenders are prepared to extend such credit. Accordingly, Borrower,
Administrative Agent and each Lender agree as follows:

                                   ARTICLE I

                      DEFINITIONS AND CONSTRUCTION OF TERMS

                  Section 1.01 Definitions. As used in this Agreement the
following terms have the following meanings:

                  "Additional Costs" has the meaning specified in Section 3.01.

                  "Administrative Agent" has the meaning specified in the
preamble.

                  "Administrative Agent's Office" means Administrative Agent's
office located as set forth on its signature page hereof, or such other address
in the United States as Administrative Agent may designate by notice to Borrower
and Lenders.

                  "Affected Lender" has the meaning specified in Section 3.07.

                  "Affected Loan" has the meaning specified in Section 3.04.

                  "Affiliate" means, with respect to any Person (the "first
Person"), any other Person (1) which directly or indirectly controls, or is
controlled by, or is under common control with the first Person or (2) 10% or
more of the beneficial interest in which is directly or indirectly owned or held
by the first Person. The term "control" means the possession, directly or
indirectly, of the power, alone, to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise.

                  "Agreement Regarding Encumbrances" means that certain
agreement dated the date hereof wherein CEI LP makes certain covenants and
agreements as owner and contract seller of those Properties identified on
SCHEDULE A as Walnut Green, AT&T Building, 1615 Poydras and Central Park Plaza.

                  "Applicable Lending Office" means, for each Lender and for its
LIBOR Loan or Base Rate Loan, as applicable, the lending office of such Lender
(or of an


<PAGE>   7

Affiliate of such Lender) designated as such on its signature page hereof or in
the applicable Assignment and Assumption Agreement, or such other office of such
Lender (or of an Affiliate of such Lender) as such Lender may from time to time
specify to Administrative Agent and Borrower as the office by which its LIBOR
Loan or Base Rate Loan, as applicable, is to be made and maintained.

                  "Applicable Margin" means (1) with respect to Base Rate Loans
under Tranches A, B and C, .50% per annum, (2) with respect to LIBOR Loans under
Tranches A and B, 2.50% per annum and (3) with respect to the LIBOR Loans under
Tranche C, 2.75% per annum.

                  "Assignee" has the meaning specified in Section 12.05.

                  "Assignment and Assumption Agreement" means an Assignment and
Assumption Agreement, substantially in the form of EXHIBIT E, pursuant to which
a Lender assigns and an Assignee assumes rights and obligations in accordance
with Section 12.05.

                  "Assignments of Loan Rights" means those certain Collateral
Assignments of Notes, Liens and Other Loan Rights dated the date hereof from,
respectively, Borrower and SMA to Administrative Agent, as agent for Lenders,
assigning the applicable Collateral Notes and Mortgages and various rights and
documents incidental thereto, as security for the payment and performance of the
Obligations.

                  "Assignment of Sales Proceeds" means that certain assignment
dated the date hereof from CEI LP to Administrative Agent, as agent for Lenders,
assigning its rights to the sales proceeds under the Sales Contracts (other than
the Sales Contract regarding Woodlands), as security for the payment and
performance of the Obligations.

                  "Authorization Letter" means a letter agreement executed by
Borrower in the form of EXHIBIT A.

                  "Base Rate" means, for any day, the higher of (1) the Federal
Funds Rate for such day plus .50% or (2) the Prime Rate for such day.

                  "Base Rate Loan" means all or any portion (as the context
requires) of a Lender's Loan which shall accrue interest at a rate determined in
relation to the Base Rate.

                  "Borrower" has the meaning specified in the preamble.

                  "Borrower's Consolidating Financial Statements" means the
consolidating balance sheet and related statement of operations, accumulated
deficiency in assets and cash flows (which shall specify the respective
contributions of each of the individual Properties), and footnotes thereto, of
Borrower, prepared in accordance with GAAP.


                                       2
<PAGE>   8

                  "Borrower's Principals" means those individuals who are the
officers and directors of Borrower or Guarantor at any applicable time.

                  "Business Day" means (1) any day on which commercial banks are
not authorized or required to close in New York City and (2) whenever such day
relates to a LIBOR Loan, an Interest Period with respect to a LIBOR Loan, or
notice with respect to a LIBOR Loan, a day on which dealings in Dollar deposits
are also carried out in the London interbank market and banks are open for
business in London.

                  "Capital Lease" means any lease which has been or should be
capitalized on the books of the lessee in accordance with GAAP.

                  "CCRH" means Crescent Commercial Realty Holdings, L.P., a
single purpose Delaware limited partnership, an Affiliate of Borrower and wholly
owned by CEI LP, which is the owner of Trammell Crow Center.

                  "CEI" means Crescent Real Estate Equities Company, a Texas
real estate investment trust which directly and indirectly, owns approximately
90% of the beneficial interest in, and controls, CEI LP.

                  "CEI LP" means Crescent Real Estate Equities Limited
Partnership, a Delaware limited partnership which owns and controls 100% of
Borrower.

                  "CEI LP's Collateral Assignment" means the Collateral
Assignment by CEI LP to Administrative Agent for the benefit of Lender with
respect to CEI LP's Interest in The Woodlands.

                  "CEI LP's Interest in The Woodlands" mean, those partnership
interest(s) held by CEI LP in Woodlands Office Equities, which partnership
interest(s) are more particularly identified in the Partnership Assignment
regarding Woodlands.

                  "CEI Ltd." means Crescent Real Estate Equities, Ltd., a
Delaware corporation, the sole general partner of CEI LP.

                  "Closing Date" means the date this Agreement has been executed
by all parties.

                  "Code" means the Internal Revenue Code of 1986.

                  "Collateral" means, collectively, the Mortgaged Property under
each Mortgage, the collateral encumbered by the Collateral Assignments and any
other collateral now or hereafter given for the Loans.

                  "Collateral Assignments" means, collectively, the Partnership
Assignments, the Assignments of Loan Rights and the Assignment of Sale Proceeds.

                  "Collateral Notes and Mortgages" means, collectively, those
certain notes (secured and unsecured) and mortgages or deeds of trust owned and
held by (1) Borrower with respect to Trammell Crow Center and the Property
identified on SCHEDULE A as



                                       3
<PAGE>   9

Three Westlake and (2) SMA with respect to Spectrum Centre, which notes and
mortgages or deeds of trust are more particularly identified in the Assignments
of Loan Rights.

                  "Commitment Fee Rate" means the rate per annum determined, at
any time, based on the then ratio (expressed as a percentage) of the outstanding
principal balance of Tranche A to the uncancelled Tranche A Loan Commitment in
accordance with the following table. Any change in said ratio which causes it to
move into a different range on the table shall effect an immediate change in the
Commitment Fee Rate.

<TABLE>
<CAPTION>
         Ratio of outstanding Tranche A balance to                        Commitment Fee
         Uncancelled Tranche A Loan Commitment                            Rate (% per annum)
         -------------------------------------                            ------------------
<S>                                                                       <C>
         Less than 25%                                                             .50%
         Greater than or equal to 25%, but less than 50%                           .375%
         Greater than or equal to 50%, but less than 75%                           .25%
         75% or greater                                                            .15%
</TABLE>

                  "Continue", "Continuation" and "Continued" refer to the
continuation pursuant to Section 2.12 of a LIBOR Loan as a LIBOR Loan from one
Interest Period to the next Interest Period.

                  "Convert", "Conversion" and "Converted" refer to a conversion
pursuant to Section 2.12 of a Base Rate Loan into a LIBOR Loan or a LIBOR Loan
into a Base Rate Loan, each of which may be accompanied by the transfer by a
Lender (at its sole discretion) of all or a portion of its Loan from one
Applicable Lending Office to another.

                  "CWH" means Crescent Washington Harbour, LLC, a single purpose
Delaware limited liability company, an Affiliate of Borrower and wholly owned by
CEI LP, which is the owner of both the fee and ground leasehold interests in
Washington Harbour.

                  "Debt" means all (1) indebtedness or liability for borrowed
money, or evidenced by debt securities, debentures, acceptances, notes or other
similar instruments, and any accrued interest and fees relating thereto, (2)
liabilities under profit payment agreements or in respect of obligations to
redeem, repurchase or exchange any securities or to pay dividends in respect of
any preferred stock (but only to the extent that the Person whose Debt is being
measured shall be contractually obligated to pay the same), or for the deferred
purchase price of property or services (including trade obligations), (3)
obligations as lessee under Capital Leases, (4) current liabilities in respect
of unfunded vested benefits under any Plan, (5) obligations under letters of
credit issued for the account of any Person, (6) obligations arising under
bankers' or trade acceptance facilities, (7) guarantees, endorsements (other
than for collection or deposit in the ordinary course of business), and other
contingent obligations to purchase any of the items included in this definition,
to provide funds for payment, to supply funds to invest in any Person, or
otherwise to assure a creditor against loss, (8) obligations under



                                       4
<PAGE>   10

indemnities but only at such time as a claim shall have been made thereunder,
(9) obligations secured by any Lien on property owned by the Person whose Debt
is being measured, whether or not the obligations have been assumed, (10)
indebtedness, obligations or other liabilities of such Person in respect of
interest rate contracts and foreign exchange contracts, net of liabilities owed
by the counterparties thereon; (11) preferred stock subject (upon the occurrence
of any contingency or otherwise) to mandatory redemption and (12) obligations
under any agreement providing for contingent participation or other hedging
mechanisms with respect to interest payable on any of the items described above
in this definition.

                  "Default" means any event which with the giving of notice or
lapse of time, or both, would become an Event of Default.

                  "Default Rate" means a rate per annum equal to (1) with
respect to Base Rate Loans, a variable rate 4% above the rate of interest then
in effect thereon (including the Applicable Margin) and (2) with respect to
LIBOR Loans, a fixed rate 4% above the rate(s) of interest in effect thereon
(including the Applicable Margin) at the time of Default until the end of the
then current Interest Period therefor and, thereafter, a variable rate 4% above
the rate of interest for a Base Rate Loan.

                  "Delinquency Amount", "Delinquency Notice" and "Delinquent
Lender" have the respective meanings specified in Section 10.18.

                  "Disposition" means a sale (whether by assignment, transfer or
Capital Lease) of an asset.

                  "Disposition Properties" means those Properties (other than
Woodlands) which are currently the subject of a bona fide contract of sale to a
third party, as indicated on SCHEDULE A.

                  "Dollars" and the sign "$" mean lawful money of the United
States.

                  "Elect", "Election" and "Elected" refer to election, if any,
by Borrower pursuant to Section 2.12 to have all or a portion of an advance of
the Loans be outstanding as LIBOR Loans.

                  "Electing Lender", "Election Notice" and "Election Period"
have the respective meanings specified in Section 10.18.

                  "Engineering Consultant" means Levien and Rich Associates,
Inc. or other firm designated by Administrative Agent from time to time for any
Property.

                  "Environmental Discharge" means any discharge or release of
any Hazardous Materials in violation of any applicable Environmental Law.

                  "Environmental Law" means any applicable Law pertaining to
environmental matters, including, without limitation, those arising under the
Resource Conservation and Recovery Act, the Comprehensive Environmental
Response,


                                       5
<PAGE>   11

Compensation and Liability Act of 1980, the Superfund Amendments and
Reauthorization Act of 1986, the Federal Clean Water Act, the Federal Clean Air
Act or the Toxic Substances Control Act.

                  "Environmental Notice" means any written complaint, order,
citation or notice from any Person (1) affecting or relating to Borrower's,
Guarantor's or the Other Mortgagor's compliance with any Environmental Law in
connection with any activity or operations at any time conducted by any of them,
(2) relating to (a) the existence of any Hazardous Materials contamination or
Environmental Discharges or threatened Hazardous Materials contamination or
Environmental Discharges at any of Borrower's or Guarantor's locations or
facilities or (b) remediation of any Environmental Discharge or Hazardous
Materials at any such location or facility or any part thereof or (3) relating
to any violation or alleged violation by Borrower, Guarantor or the Other
Mortgagor of any relevant Environmental Law.

                  "Equity Share Lease" means any occupancy lease for any portion
of any of the Properties, which provides for a reduced fixed rent in exchange
for an equity interest in the tenant thereunder, which equity interest must
consist solely of Permitted Stock.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, including the rules and regulations promulgated thereunder.

                  "ERISA Affiliate" means any corporation which is a member of
the same controlled group of corporations (within the meaning of Section 414(b)
of the Code) as Borrower, Guarantor or the Other Mortgagor, or any trade or
business which is under common control (within the meaning of Section 414(c) of
the Code) with Borrower, Guarantor or the Other Mortgagor, or any organization
which is required to be treated as a single employer with Borrower, Guarantor or
the Other Mortgagor under Section 414(m) or 414(o) of the Code.

                  "Event of Default" has the meaning specified in Section 9.01.

                  "Existing Credit Facilities" means, collectively, (1) the
unsecured revolving credit facility in the amount of $650,000,000 from
BankBoston and other lenders to CEI LP made pursuant to a Fifth Amended and
Restated Revolving Credit Agreement dated as of June 30, 1998, as amended and
(2) the term loan in the amount of $320,000,000 from BankBoston to CEI LP made
pursuant to a Term Loan Agreement dated as of October 30, 1998, as amended.

                  "Federal Funds Rate" means, for any day, the rate per annum
(expressed on a 360-day basis of calculation) equal to the weighted average of
the rates on overnight federal funds transactions as published by the Federal
Reserve Bank of New York for such day, provided that (1) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the immediately preceding Business Day as so published on the
next succeeding Business Day and (2) if no such rate is so published for any
day, the Federal Funds Rate for such day shall be the average of the rates
quoted by three (3) Federal Funds brokers to Administrative Agent on such day on
such transactions.


                                       6
<PAGE>   12

                  "Fiscal Year" means each period from January 1 to December 31.

                  "GAAP" means generally accepted accounting principles in the
United States as in effect from time to time, consistently applied.

                  "Good Faith Contest" means the contest of an item if (1) the
item is diligently contested in good faith, and, if appropriate, by proceedings
timely instituted, (2) adequate reserves are established with respect to the
contested item, (3) during the period of such contest, the enforcement of any
contested item is effectively stayed and (4) the failure to pay or comply with
the contested item during the period of the contest is not likely to (x) result
in a Material Adverse Change or (y) have a materially adverse effect on the
Mortgaged Property under any Mortgage or any part thereof, or on any material
portion of the other Collateral, or on Lenders' interests therein.

                  "Governmental Approvals" means any authorization, consent,
approval, license, permit, certification, or exemption of, registration or
filing with or report or notice to, any Governmental Authority.

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

                  "Guarantor" means, individually and collectively, CEI, CEI
Ltd. and CEI LP.

                  "Guarantor's Accountants" means Arthur Andersen, or such other
accounting firm(s) selected by Borrower and Guarantor and reasonably acceptable
to Administrative Agent.

                  "Guarantor's Consolidated Financial Statements" means the
consolidated balance sheet and related consolidated statement of operations,
accumulated deficiency in assets and cash flows, and footnotes thereto, of CEI,
prepared in accordance with GAAP.

                  "Guaranty" means the Guaranty of Payment, dated the date
hereof, from Guarantor to Lenders.

                  "Hazardous Materials" means any pollutant, effluents,
emissions, contaminants, toxic or hazardous wastes or substances, as any of
those terms are defined from time to time in or for the purposes of any relevant
Environmental Law, including asbestos fibers and friable asbestos,
polychlorinated biphenyls, and any petroleum or hydrocarbon-based products or
derivatives.

                  "Hotel Properties" means those Properties improved primarily
with hotel or resort Improvements, which Hotel Properties as of the date hereof
are identified as such on SCHEDULE A.

                  "Hotel Value" means, at any time, (x) the aggregate Property
Allocated Values of all Hotel Properties less (y) 10% of the aggregate Property
Allocated Values of


                                       7
<PAGE>   13

all Hotel Properties (at the time of their respective releases) then or
theretofore released pursuant to Section 12.17; provided, however, that in no
event shall Hotel Value exceed 25% of Total Value.

                  "Improvements" means, for each Property, all improvements now
or hereafter located thereon, including, without limitation, those improvements
identified on SCHEDULE A for such Property.

                  "Indemnity" means, for each Property (other than Woodlands),
an agreement from Borrower and Guarantor (and, in the case of Spectrum Centre,
Washington Harbour and Trammell Crow Center, from SMA, CWH and CCRH,
respectively) whereby, among other things, Lenders and Administrative Agent are
indemnified regarding Hazardous Materials.

                  "Independent Manager" has the meaning specified in Section
7.01(c).

                  "Initial Advance" means the first advance of proceeds of the
Loans.

                  "Interest Period" means, with respect to any LIBOR Loan, the
period commencing on the date the same is advanced, converted from a Base Rate
Loan or Continued, as the case may be, and ending, as Borrower may select
pursuant to Section 2.05, on the numerically corresponding day in the first,
second or third (or, if available after such time as the "general syndication"
occurs (i.e., the consummation of assignments, pursuant to Section 12.05, to a
large group of Lenders, by UBS and the small group of other Lenders to whom UBS
initially assigns substantial portions of the Loans, the sixth or ninth)
calendar month thereafter, provided that each such Interest Period which
commences on the last Business Day of a calendar month (or on any day for which
there is no numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last Business Day of the appropriate calendar month,
provided that each such Interest Period which commences on the last Business Day
of a calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) shall end on the
last Business Day of the appropriate calendar month.

                  "Law" means any applicable federal, state or local statute,
law, rule, regulation, ordinance, order, code, or rule of common law, now or
hereafter in effect, and any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent decree or judgment.

                  "Lender" and "Lenders" have the respective meanings specified
in the preamble.

                  "Lender Reply Period" has the meaning specified in Section
12.02.

                  "Lenders' L/C Fee Rate" has the meaning specified in Section
2.16(f).

                  "Letter of Credit" has the meaning specified in Section
2.16(a).


                                       8
<PAGE>   14

                  "LIBOR Base Rate" means, with respect to any Interest Period
therefor, the rate per annum quoted at approximately 11:00 a.m., London time, by
the Stamford, Connecticut branch of UBS two (2) Business Days prior to the first
day of such Interest Period for the offering to leading banks in the London
interbank market of Dollar deposits in immediately available funds, for a
period, and in an amount, comparable to such Interest Period and principal
amount of the LIBOR Loan in question outstanding during such Interest Period.

                  "LIBOR Interest Rate" means, for any LIBOR Loan, a rate per
annum determined by Administrative Agent to be equal to the quotient of (1) the
LIBOR Base Rate for such LIBOR Loan for the Interest Period therefor divided by
(2) one minus the LIBOR Reserve Requirement for such LIBOR Loan for such
Interest Period.

                  "LIBOR Loan" means all or any portion (as the context
requires) of any Lender's Loan which shall accrue interest at rate(s) determined
in relation to LIBOR Interest Rate(s).

                  "LIBOR Reserve Requirement" means, for any LIBOR Loan, the
rate at which reserves (including any marginal, supplemental or emergency
reserves) are actually required to be maintained during the Interest Period for
such LIBOR Loan under Regulation D by any Lender or any Lender's respective
Participants, if any, against "Eurocurrency liabilities" (as such term is used
in Regulation D). Without limiting the effect of the foregoing, the LIBOR
Reserve Requirement shall also reflect any other reserves required to be
maintained by any Lender or any Lender's respective Participants, if any, by
reason of any Regulatory Change against (1) any category of liabilities which
includes deposits by reference to which the LIBOR Base Rate is to be determined
as provided in the definition of "LIBOR Base Rate" in this Section 1.01 or (2)
any category of extensions of credit or other assets which include loans the
interest rate on which is determined on the basis of rates referred to in said
definition of "LIBOR Base Rate".

                  "Lien" means any mortgage, deed of trust, pledge, security
interest, hypothecation, assignment for collateral purposes, deposit
arrangement, lien (statutory or other), or other security agreement or charge of
any kind or nature whatsoever of any third party (excluding any right of setoff
but including, without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing, and the filing of any financing statement under the
Uniform Commercial Code or comparable Law of any jurisdiction to evidence any of
the foregoing).

                  "Loan" and "Loans" have the respective meanings specified in
Section 2.01.

                  "Loan Commitment" means, with respect to each Lender, the
obligation to make a Loan in the principal amount set forth below (which shall
comprise a Tranche A Loan Commitment, a Tranche B Loan Commitment and a Tranche
C Loan Commitment in the respective amounts set forth below) or in the
applicable Assignment and Assumption Agreement, as such amounts may be modified
from time to time in accordance with the terms of this Agreement:


                                       9
<PAGE>   15


<TABLE>
<CAPTION>
                                             Tranche A Loan       Tranche B Loan        Tranche C Loan
        Lender          Loan Commitment        Commitment           Commitment           Commitment
        ------          ---------------      --------------       --------------        --------------
<S>                     <C>                  <C>                  <C>                   <C>
         UBS            $850,000,000          $300,000,000         $275,000,000          $275,000,000
        TOTAL           $850,000,000          $300,000,000         $275,000,000          $275,000,000
</TABLE>

                  "Loan Documents" means this Agreement, the Notes, the
Guaranty, the Mortgage and related Uniform Commercial Code financing statements
for each Property (other than for Woodlands), the Indemnity for each Property
(other than for Woodlands), the Collateral Assignments (and related Uniform
Commercial Code financing statements), the Agreement Regarding Encumbrances, the
Authorization Letter and the Solvency Certificate.

                  "Major Lease" means any lease demising 10,000 square feet or
more (or any group of leases to the same tenant in the same Property demising,
in the aggregate, 10,000 square feet or more) of the Improvements on any
Property, including, without limitation, the leases of the Hotel Properties.

                  "Material Adverse Change" means either (1) a material adverse
change in the status of the business, results of operations, financial
condition, property or prospects of Borrower or Guarantor or (2) any event or
occurrence of whatever nature which is likely to (x) have a material adverse
effect on the ability of Borrower or Guarantor to perform their respective
Obligations or (y) create, in the sole and absolute judgment (reasonably
exercised) of Administrative Agent, a material risk of sale or forfeiture of any
of the Mortgaged Property (other than an immaterial portion thereof) under any
Mortgage or any material portion of the other Collateral, or otherwise impair
any material portion of the Collateral, or Lenders' rights therein.

                  "Material Affiliates" means the Affiliates of Borrower and/or
Guarantor described on EXHIBIT C, together with (or excluding) any Affiliates of
Borrower and/or Guarantor or which are hereafter from time to time reasonably
determined by Administrative Agent to be material (or no longer material), upon
written notice to Borrower, based on the most recent Borrower's Financial
Statements or Guarantor's Consolidated Financial Statements, as the case may be.

                  "Maturity Date" means (1) with respect to Tranche A and
Tranche B and the Tranche A Notes and Tranche B Notes, February 1, 2003 and (2)
with respect to Tranche C and the Tranche C Notes, February 1, 2004.

                  "Mortgage" means, for each Property, the Deed of Trust (or
Mortgage), Assignment of Leases and Rents and Security Agreement in respect
thereof, in the amount of $850,000,000, from Borrower (or, in the case of
Spectrum Centre, Washington Harbour and Trammell Crow Center, from SMA, CWH and
CCRH, respectively) for the benefit of Administrative Agent, as agent for
Lenders, encumbering Borrower's, or the other Mortgagor's as the case may be,
fee and/or leasehold interests therein to secure the payment and performance of
the Obligations.


                                       10
<PAGE>   16

                  "Mortgaged Property" means, for each Property (other than
Woodlands), the Property, the Improvements thereon and all other property
constituting the "Mortgaged Property", as said quoted term is defined in the
applicable Mortgage.

                  "Multiemployer Plan" means a Plan defined as such in Section
3(37) of ERISA to which contributions have been made by Borrower or any ERISA
Affiliate and which is covered by Title IV of ERISA.

                  "Non-Delinquent Lender" means each Lender other than a
Delinquent Lender.

                  "Non-Excluded Taxes" has the meaning specified in Section
12.16.

                  "Note" and "Notes" have the respective meanings specified in
Section 2.08.

                  "Obligations" means each and every obligation, covenant and
agreement of Borrower, Guarantor or any other obligor in respect of the Loans
now or hereafter existing, contained in this Agreement, and any of the other
Loan Documents, whether for principal, reimbursement obligations, interest,
fees, expenses, indemnities or otherwise, and any amendments or supplements
thereto, extensions or renewals thereof or replacements therefor, including, but
not limited to, all indebtedness, obligations and liabilities of Borrower,
Guarantor or any other obligor in respect of the Loans to Administrative Agent
and any Lender now existing or hereafter incurred under or arising out of or in
connection with the Notes, this Agreement, the other Loan Documents, and any
documents or instruments executed in connection therewith; in each case whether
direct or indirect, joint or several, absolute or contingent, liquidated or
unliquidated, now or hereafter existing, renewed or restructured, whether or not
from time to time decreased or extinguished and later increased, created or
incurred, and including all indebtedness of Borrower, Guarantor or any other
obligor in respect of the Loans, under any instrument now or hereafter
evidencing or securing any of the foregoing.

                  "Office Properties" means the Properties improved primarily
with office Improvements, which Office Properties as of the date hereof are
identified as such on SCHEDULE A.

                  "Office Value" means, at any time, (x) the aggregate of the
Property Allocated Values of all Office Properties less (y) 10% of the aggregate
Property Allocated Values (at the time of their respective releases) of all
Office Properties then or theretofore released pursuant to Section 12.17 (other
than those Office Properties listed on SCHEDULE A under "Office - Part II" that
are released prior to June 30, 2000).

                  "Other Mortgagor" means, individually and collectively, CWH,
SMA and CCRH.

                  "Parent" means, with respect to any Lender, any Person
controlling such Lender.


                                       11
<PAGE>   17

                  "Participant" and "Participation" have the respective meanings
specified in Section 12.05.

                  "Partnership Assignments" means those certain Assignments
Regarding Partnership Interests dated the date hereof (1) from CEI LP assigning
CEI LP's Interest in The Woodlands and (2) from Borrower assigning its rights in
respect of its partnership interests in SMA, each to Administrative Agent, as
agent for Lenders, as security for the payment and performance of the
Obligations.

                  "Payor" and "Required Payment" have the respective meanings
specified in Section 10.12.

                  "PBGC" means the Pension Benefit Guaranty Corporation and any
entity succeeding to any or all of its functions under ERISA.

                  "Permitted Stock" means shares of common or preferred stock
that (1) is non-assessable and fully paid up and (2) is, in the aggregate with
all other stock held by Borrower or any Affiliate in the company issuing such
stock, less than 25% of the shares of such issuing company which entitles the
holder to vote for the board of directors or other managers of such company.

                  "Person" means an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other
entity of whatever nature.

                  "Plan" means any employee benefit or other plan established or
maintained, or to which contributions have been made, by Borrower, Guarantor or
any ERISA Affiliate and which is covered by Title IV of ERISA or to which
Section 412 of the Code applies.

                  "Premises Documents", for each Property (other than
Woodlands), has the meaning specified in the Mortgage for such Property.

                  "presence", when used in connection with any Environmental
Discharge or Hazardous Materials, means and includes presence, generation,
manufacture, installation, treatment, use, storage, handling, repair,
encapsulation, disposal, transportation, spill, discharge and release.

                  "Prime Rate" means that rate of interest from time to time
announced by UBS at its principal office in Stamford, Connecticut as its prime
commercial lending rate.

                  "Property" means each of the parcels of real property owned by
Borrower in fee (or, in the case of (1) those parcels identified on SCHEDULE A
as Stemmons Place and Frost Bank, in which Borrower is the owner of a valid and
subsisting leasehold interest, (2) Washington Harbour, in which CWH owns both
fee and leasehold interests, (3) Woodlands, in which CEI LP owns CEI LP's
Interest in The Woodlands and (4) Spectrum Centre and Trammell Crow Center,
which are owned, respectively, by SMA and CCRH), in each case, located and
improved with the Improvements as set forth on


                                       12
<PAGE>   18

SCHEDULE A and more particularly described on SCHEDULE A to the Mortgage
encumbering each such parcel (or, in the case of Woodlands, described in the
Partnership Assignment regarding Woodlands), and each other property as may be
added as a Property pursuant to Section 12.17; excluding, however, any Property
released pursuant to said Section. For purposes of this Agreement, the term
"Property" shall include, in the case of Spectrum Centre, Trammell Crow Center
and the Property identified on SCHEDULE A as Three Westlake, the Collateral
Notes and Mortgages.

                  "Property Allocated Value" means, at any time, (1) for any
Hotel Property, the amount set forth in the last column of SCHEDULE A (or, in
the case of any Hotel Property reappraised pursuant to Section 12.18, the value
pursuant to the appraisal pursuant to said Section); or (2) for any Office
Property, the lesser of (x) the amount set forth in the last column of SCHEDULE
A (or, in the case of any Office Property added pursuant to Section 12.17 and
Disposition Properties for which an appraisal is required by Section 12.19, the
value pursuant to the appraisal required by Section 12.17 or 12.19) or (y) the
then Property Capitalization Value thereof; provided, however, that if the
circumstances exist that would permit Administrative Agent to apply casualty
insurance proceeds or condemnation awards with respect to a particular Office
Property or Hotel Property to the repayment of the Loans pursuant to Section
1.09 or Section 1.13 of the Mortgage of such Office Property or Hotel Property
(other than in the case of a partial condemnation that does not materially
affect the income from such Property), then, immediately upon the occurrence of
such circumstances, such Office Property or Hotel Property shall be deemed to
have a Property Allocated Value of zero. For purposes of this definition, in the
case of Office Properties that are partially, but not 100%, owned by Borrower,
the appraised value shall reflect Borrower's fractional beneficial ownership of
the Property.

                  "Property Capitalization Value" means, for any Office
Property, as of the end of any calendar quarter, Property Net Operating Income
for such Office Property for such quarter and the three (3) immediately
preceding calendar quarters, divided by 9.25%.

                  "Property Net Operating Income" means, for each Property, for
any period of time, the portion of the net income of Borrower (or, in the case
of (w) Woodlands, CEI LP, (x) Washington Harbour, CWH, (y) Spectrum Centre, SMA
or (z) Trammell Crow Center, CCRH) attributable to such Property, determined in
accordance with GAAP, before adjustment for gains or losses from extraordinary
items, plus (1) interest expense and (2) depreciation and amortization, and
adjusted for non-cash revenue attributable to the straight-line treatment of
rent or other GAAP adjustments for free rent and by the deduction of (a) any
accrued rent with respect to tenants that are more than sixty (60) days in
arrears in the payment of rent, (b) interest income, (c) a management fee equal
to the greater of actual management fees or 3.0% of gross revenues and (d)
capital expenditures in a deemed amount equal to $.75 per square foot of space
in the Improvements in the case of Office Properties and 3.5% of gross revenues
in the case of Hotel Properties. For purposes of the foregoing, income
attributable to third-party leasing commissions or management fees shall be
excluded.


                                       13
<PAGE>   19
                  "Pro Rata Share" means, for purposes of this Agreement and
with respect to each Lender, a fraction, the numerator of which is the amount of
such Lender's Loan Commitment and the denominator of which is the Total Loan
Commitment.

                  "Prohibited Transaction" means any transaction proscribed by
Section 406 of ERISA or Section 4975 of the Code and to which no statutory or
administrative exemption applies.

                  "Regulation D" and "Regulation U" mean, respectively,
Regulation D and Regulation U of the Board of Governors of the Federal Reserve
System.

                  "Regulatory Change" means, with respect to any Lender, any
change after the date of this Agreement in federal, state, municipal or foreign
laws or regulations (including Regulation D) or the adoption or making after
such date of any interpretations, directives or requests applying to a class of
lenders including such Lender of or under any federal, state, municipal or
foreign laws or regulations (whether or not having the force of law) by any
court or governmental or monetary authority charged with the interpretation or
administration thereof.

                  "Relevant Documents" has the meanings specified in Section
11.02.

                  "Replacement Lender" has the meaning specified in Section
10.22.

                  "Reportable Event" means any of the events set forth in
Section 4043(c) of ERISA, other than those events as to which the thirty (30)
day notice period is waived under subsections .13, .14, .16, .18, .19 or .20 of
PBGC Reg. Section 2615.

                  "Required Lenders" means, at any time, those Lenders having
Pro Rata Shares aggregating at least 66 2/3%; provided, however, that during the
existence of an Event of Default, the "Required Lenders" shall be those Lenders
holding at least 66 2/3% of the then aggregate unpaid principal amount of the
Loans.

                  "Sales Contracts" means those certain Purchase and Sale
Contracts which CEI LP (or, in the case of Woodlands, Woodlands Office Equities)
has entered into for the sale to third parties of, respectively, those
Properties identified on SCHEDULE A as being under contract.

                  "SMA" means Spectrum Mortgage Associates, L.P., a Delaware
limited partnership in which Borrower is the sole general partner and which is
the owner of the fee and various other rights in respect of Spectrum Centre,
including, without limitation, the Collateral Notes and Mortgages relating to
Spectrum Centre.

                  "Solvency Certificate" means a certificate in the form of
EXHIBIT D.

                  "Solvent" means, when used with respect to any Person, that
the fair value of the property of such Person, on a going concern basis, is
greater than the total amount of liabilities (including, without limitation,
contingent liabilities) of such Person.


                                       14
<PAGE>   20

                  "Spectrum Centre" means the Office Property, owned by SMA,
located in Dallas, Texas identified as such on SCHEDULE A.

                  "Substitute Lender" and "Substitution Notice" have the
respective meanings specified in Section 3.07.

                  "this Agreement" means this Secured Loan Agreement.

                  "Title Insurer" means, for each Property (other than
Woodlands), the issuer(s) of the title insurance policy(ies) insuring the
Mortgage thereon.

                  "Total Loan Commitment" means an amount equal to the aggregate
amount of all Loan Commitments.

                  "Total Value" means, at any time, the sum of Office Value plus
Hotel Value.
                  "Trammell Crow Center" means the Office Property, owned by
CCRH, located in Dallas, Texas identified as such on SCHEDULE A.

                  "Tranche", "Tranche A", "Tranche B" and "Tranche C" have the
respective meanings specified in Section 2.01.

                  "Tranche A Loan Commitment", "Tranche B Loan Commitment" and
"Tranche C Loan Commitment" have the respective meanings specified in Section
2.01.

                  "Tranche A Note", "Tranche B Note" and "Tranche C Note" have
the respective meanings specified in Section 2.08.

                  "UBS" has the meaning specified in the preamble.

                  "United States" and "U.S." mean the United States of America.

                  "Washington Harbour" means the Office Property, owned by CWH,
located in Washington, D.C. identified as such on SCHEDULE A.

                  "Woodlands" means the Office Property, owned by Woodlands
Office Equities, located in Woodlands, Texas identified as such on SCHEDULE A.

                  "Woodlands Office Equities" means Woodlands Office
Equities-'95 Limited, the Texas limited partnership which is the owner of
Woodlands and in which CEI LP is a limited partner and owns, directly or
indirectly, an approximately 75% beneficial interest.

                  Section 1.02 Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP, and all
financial data required to be delivered hereunder shall be prepared in
accordance with GAAP.


                                       15
<PAGE>   21

                  Section 1.03 Computation of Time Periods. Except as otherwise
provided herein, 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 words "to" and "until" each means "to but excluding".

                  Section 1.04 Rules of Construction. Except as provided
otherwise, when used in this Agreement, (i) "or" is not exclusive, (ii) a
reference to a Law includes any amendment, modification or supplement to, or
replacement of, such Law, (iii) a reference to a Person includes its permitted
successors and permitted assigns, (iv) all terms defined in the singular shall
have a correlative meaning when used in the plural and vice versa, (v) a
reference to an agreement, instrument or document shall include such agreement,
instrument or document as the same may be amended, modified or supplemented from
time to time in accordance with its terms and as permitted by the Loan
Documents, (vi) all references to Articles, Sections or Exhibits shall be to
Articles, Sections and Exhibits of this Agreement unless otherwise indicated,
(vii) "hereunder", "herein", "hereof" and the like refer to this Agreement as a
whole and (viii) all Exhibits and Schedules to this Agreement shall be
incorporated herein. Any table of contents and the headings and captions
hereunder are for convenience only and shall not affect the interpretation or
construction hereof.

                                   ARTICLE II

                                    THE LOANS

                  Section 2.01 The Loans. Subject to the terms and conditions of
this Agreement, each of Lenders severally agrees to make a loan to Borrower
(each such loan by a Lender, a "Loan"; such loans, collectively, the "Loans") in
an amount up to such Lender's Loan Commitment. The Loans and the Total Loan
Commitment shall be divided into three (3) tranches: a tranche in the amount of
$300,000,000 ("Tranche A"), a tranche in the amount of $275,000,000 ("Tranche
B") and a tranche in the amount of $275,000,000 ("Tranche C"; each of Tranche A,
Tranche B and Tranche C, a "Tranche"). Each Lender's Loan and Loan Commitment
shall consist of a Tranche A portion, a Tranche B portion and a Tranche C
portion, in amounts proportional to Tranche A, Tranche B and Tranche C overall
(such portions of a Lender's Loan Commitment, a "Tranche A Loan Commitment",
"Tranche B Loan Commitment" and "Tranche C Loan Commitment", respectively).

                  The three (3) Tranches shall be advanced as follows:

                  (1) Tranche A will constitute a revolving credit facility,
         pursuant to which each Lender shall from time to time advance and
         re-advance to Borrower an amount equal to the excess of the amount of
         such Lender's Tranche A Loan Commitment over the sum of (x) all
         previous advances made by such Lender under its Tranche A Loan
         Commitment which remain unpaid and (y) its Pro Rata Share of the
         outstanding amount of all Letters of Credit. Within the limits set
         forth herein, Borrower may borrow from time to time under this clause
         (1) of this Section 2.01 and prepay from time to time pursuant to
         Section 2.09 (subject,



                                       16
<PAGE>   22

         however, to the restrictions on prepayment set forth in such Section)
         and thereafter re-borrow pursuant to this clause (1); and

                  (2) Tranches B and C shall be advanced in their entirety in a
         single disbursement as part of the Initial Advance. Portions of
         Tranches B and C that are repaid may not be reborrowed.

                  The Loans may be outstanding as (A) Base Rate Loans, (B) LIBOR
Loans or (C) a combination of the foregoing, as Borrower shall elect and notify
Administrative Agent in accordance with Section 2.14. The LIBOR Loan and Base
Rate Loan of each Lender shall be maintained at such Lender's Applicable Lending
Office.

                  The obligations of Lenders under this Agreement are several,
and no Lender shall be responsible for the failure of any other Lender to make
any advance of a Loan to be made by such other Lender. However, the failure of
any Lender to make any advance of the Loan to be made by it hereunder on the
date specified therefor shall not relieve any other Lender of its obligation to
make any advance of its Loan specified hereby to be made on such date.

                  Section 2.02 Purpose. Borrower shall use the proceeds of the
Loans for the following purposes:

                  (1) Advances under Tranches B and C and the portion of Tranche
         A to be disbursed as part of the Initial Advance shall be used to (A)
         repay the Existing Credit Facilities and (B) pay transaction costs
         relating to the Loans; and

                  (2) Advances under Tranche A subsequent to the Initial Advance
         shall be used for general partnership purposes of Borrower, Guarantor
         and their respective Material Affiliates.

                  In no event shall proceeds of the Loans be used in a manner
that would violate Regulation U or in connection with a hostile acquisition or
for any illegal purpose.

                  Section 2.03 Advances, Generally. The Initial Advance shall be
made upon satisfaction of the conditions set forth in Section 4.01. Subsequent
advances shall be made no more frequently than weekly thereafter, upon
satisfaction of the conditions set forth in Section 4.02. The amount of each
advance subsequent to the Initial Advance shall be in the minimum amount of
$1,000,000 (unless less than $1,000,000 is available for disbursement pursuant
to the terms hereof at the time of any subsequent advance, in which case the
amount of such subsequent advance shall be equal to such remaining availability)
and in integral multiples of $100,000 above such amount.

                  Section 2.04 Procedures for Advances. Borrower shall submit to
Administrative Agent a request for each advance hereunder, stating the amount
requested, no later than 11:00 a.m. (New York time) on the date, in the case of
advances of Base Rate Loans, which is one (1) Business Day, and, in the case of
advances of LIBOR Loans, which is three (3) Business Days, prior to the date the
advance is to be made. Administrative Agent, upon its receipt and approval of
the request for advance,


                                       17
<PAGE>   23

will so notify all Lenders either by telephone or by facsimile. Not later than
10:00 a.m. (New York time) on the date of each advance, each Lender shall,
through its Applicable Lending Office and subject to the conditions of this
Agreement, make the amount to be advanced by it on such day available to
Administrative Agent, at Administrative Agent's Office and in immediately
available funds for the account of Borrower. The amount so received by
Administrative Agent shall, subject to the conditions of this Agreement, be made
available to Borrower, in immediately available funds, by Administrative Agent's
crediting an account of Borrower designated by Borrower in its request for
advance.

                  Section 2.05 Interest Periods; Renewals. In the case of the
LIBOR Loans, Borrower shall select an Interest Period of any duration in
accordance with the definition of Interest Period in Section 1.01, subject to
the following limitations: (i) no Interest Period may extend beyond the Maturity
Date, (ii) if an Interest Period would end on a day which is not a Business Day,
such Interest Period shall be extended to the next Business Day, unless such
Business Day would fall in the next calendar month, in which event such Interest
Period shall end on the immediately preceding Business Day and (iii) only twelve
(12) discrete segments of a Lender's Loan bearing interest at a LIBOR Interest
Rate, for a designated Interest Period, pursuant to a particular Election,
Conversion or Continuation, may be outstanding at any one time (each such
segment of each Lender's Loan corresponding to a proportionate segment of each
of the other Lenders' Loans).

                  Upon notice to Administrative Agent as provided in Section
2.14, Borrower may Continue any LIBOR Loan on the last day of the Interest
Period of the same or different duration in accordance with the limitations
provided above.

                  Section 2.06 Interest. Borrower shall pay interest to
Administrative Agent for the account of the applicable Lender on the outstanding
and unpaid principal amount of the Loans, at a rate per annum as follows: (i)
for Base Rate Loans at a rate equal to the Base Rate plus the Applicable Margin
and (ii) for LIBOR Loans at a rate equal to the applicable LIBOR Interest Rate
plus the Applicable Margin. Any principal amount not paid when due (when
scheduled, at acceleration or otherwise) shall bear interest thereafter, payable
on demand, at the Default Rate.

                  The interest rate on Base Rate Loans shall change when the
Base Rate changes. Interest shall be calculated for the actual number of days
elapsed on the basis of, in the case of Base Rate Loans and LIBOR Loans, three
hundred sixty (360) days.

                  Accrued interest shall be due and payable in arrears upon and
with respect to any payment or prepayment of principal and, in the case of both
Base Rate Loans and LIBOR Loans, on the first Business Day of each calendar
month; provided, however, that interest accruing at the Default Rate shall be
due and payable on demand.

                  Section 2.07 Fees.

                  (a) Borrower shall, during the term of the Tranche A portion
of the Loans, pay to Administrative Agent for the account of each Lender a
commitment fee, computed on the daily unused Tranche A Loan Commitment of such
Lender, at a rate per


                                       18
<PAGE>   24

annum equal to the daily Commitment Fee Rate, calculated on the basis of a year
of three hundred sixty (360) days for the actual number of days elapsed. The
accrued commitment fee shall be due and payable quarterly in arrears on the
first Business Day of each calendar quarter, commencing on the first such date
after the Closing Date, and upon the Maturity Date (as stated, by acceleration
or otherwise) or earlier termination of the Tranche A Loan Commitments.

                  (b) Borrower agrees to pay to Administrative Agent any
administration fees separately agreed to in writing by Borrower and
Administrative Agent.

                  Section 2.08 Notes. The Loan made by each Lender under this
Agreement shall be evidenced by, and repaid with interest in accordance with,
promissory notes of Borrower in the form of EXHIBITS B-1, B-2 and B-3, duly
completed and executed by Borrower, in an aggregate principal amount equal to
such Lender's Loan Commitment (with each Tranche A Loan Commitment, Tranche B
Loan Commitment and Tranche C Loan Commitment to be evidenced by separate
promissory notes of Borrower in the respective amounts thereof), payable to such
Lender for the account of its Applicable Lending Office (each such note, as the
same may hereafter be amended, modified, extended, severed, assigned, renewed or
restated from time to time, including any substitute notes pursuant to Section
3.07, 10.18, 10.22 or 12.05, a " Note"; all such Notes, collectively, the
"Notes"). The Notes evidencing Tranche A are referred to herein collectively as
the "Tranche A Notes"; the Notes evidencing Tranche B are referred to herein
collectively as the "Tranche B Notes"; and the Notes evidencing Tranche C are
referred to herein collectively as the "Tranche C Notes." The Notes shall
mature, and all outstanding principal and accrued interest and other sums
thereunder shall be paid in full, on the applicable Maturity Date thereof, as
the same may be accelerated or extended.

                  Each Lender is hereby authorized by Borrower to endorse on the
schedule attached to the Notes held by it, the amount of each advance and each
payment of principal received by such Lender for the account of its Applicable
Lending Office(s) on account of its Loan, which endorsement shall, in the
absence of manifest error, be conclusive as to the outstanding balance of the
Loan made by such Lender. The failure by any Lender to make such notations with
respect to the Loans or each advance or payment shall not limit or otherwise
affect the Obligations.

                  In case of any loss, theft, destruction or mutilation of any
Lender's Note, Borrower shall, upon its receipt of an affidavit of an officer of
such Lender as to such loss, theft, destruction or mutilation, execute and
deliver a replacement Note to such Lender in the same principal amount and
otherwise of like tenor as the lost, stolen, destroyed or mutilated Note.

                  Section 2.09 Prepayments. Borrower may, upon at least fifteen
(15) days' notice to Administrative Agent, prepay the Loans; provided, however,
that (i) any partial prepayment under this Section shall be in integral
multiples of $1,000,000, (ii) a LIBOR Loan may be prepaid only on the last day
of the applicable Interest Period for such LIBOR Loan and (iii) each prepayment
under this Section shall include all interest


                                       19
<PAGE>   25

accrued on the amount of principal prepaid through the date of prepayment and
any amounts payable under Article III in connection with such prepayment.
Prepayments of the Principal Amount shall be applied as follows: (a) prepayments
from the proceeds of the Disposition of a Property being released pursuant to
Section 12.17 shall be applied, first, if the aggregate outstanding principal
amount under the Tranche A, B and C Notes exceeds $700,000,000, to the Tranche B
and C Notes in proportion to the outstanding principal amounts under said
Tranche B and C Notes until such time as the aggregate outstanding principal
amounts under the Tranche A, B and C Notes has been reduced to $700,000,000 and,
second, to the Tranche A, B and C Notes in proportion to the outstanding
principal amounts under said Notes; and (b) prepayments from any sources other
than the proceeds of such a Disposition shall be applied, at Borrower's option,
either (i) first, to the Tranche A Notes and, second, to the Tranche B and C
Notes in proportion to the outstanding principal amounts under said Tranche B
and C Notes or (ii) to the Tranche A, B and C Notes in proportion to the
outstanding principal amounts under said Notes.

                  In addition, it is contemplated that in connection with the
"general syndication" referred to in the definition of "Interest Period" in
Section 1.01, certain institutions may become Lenders pursuant to Assignment and
Assumption Agreements in accordance with Section 12.05 who may require that they
have the option to refuse partial prepayments of their Notes. Borrower and
Lenders acknowledge the foregoing and agree to execute and deliver such
modifications to this Agreement as may be necessary to effectuate the
reallocation of the Lenders' ratable shares of the Loans as a result of
disproportionate application of prepayments to their Notes (it being understood
that the refused prepayments shall be applied ratably to the Notes of the
Lenders who did not refuse prepayment).

                  Section 2.10 Cancellation of Commitments.

                  (a) At any time, Borrower shall have the right, without
premium or penalty, to cancel any unused Tranche A Loan Commitments, in whole or
in part, from time to time, provided that (x) Borrower shall give notice of each
such cancellation to Administrative Agent no later then 10:00 a.m. (New York
time) on the date which is ten (10) Business Days prior to the effectiveness of
such cancellation, (y) the Tranche A Loan Commitments of each of the Lenders
must be cancelled ratably and simultaneously with those of the other Lenders and
(z) each partial cancellation of the Tranche A Loan Commitments as a whole (and
corresponding reduction of the Total Loan Commitment) shall be in an integral
multiple of $1,000,000.

                  (b) The Tranche A Loan Commitments, to the extent cancelled,
may not be reinstated.

                  Section 2.11 Method of Payment. Borrower shall make each
payment under this Agreement and under the Notes not later than 11:00 a.m. (New
York time) on the date when due in Dollars to Administrative Agent at
Administrative Agent's Office in immediately available funds. Administrative
Agent will thereafter, on the day of its receipt of each such payment, cause to
be distributed to each Lender (i) such Lender's appropriate share (based upon
the respective outstanding principal amounts and


                                       20
<PAGE>   26

rate(s) of interest under the Notes of all Lenders) of the payments of principal
and interest in like funds for the account of such Lender's Applicable Lending
Office and (ii) fees payable to such Lender in accordance with the terms hereof.

                  Except to the extent otherwise provided herein, whenever any
payment to be made hereunder or under the Notes is due on any day other than a
Business Day, such payment shall be made on the next succeeding Business Day,
and such extension of time shall in such case be included in the computation of
the payment of interest and other fees, as the case may be.

                  Notwithstanding the foregoing provisions of this Section, (x)
Administrative Agent shall make no payment to a Delinquent Lender until the
Non-Delinquent Lenders have been paid in full all outstanding principal, accrued
and unpaid interest and any other sums owing to them under the Loan Documents,
it being understood that payments of interest on account of the outstanding
principal amount of the Notes held by the Delinquent Lender shall be held by
Administrative Agent in a non-interest bearing account and not distributed to
the Delinquent Lender until such time as all principal, interest and other sums
due to the Non-Delinquent Lenders have been paid in full, (y) any payments
(other than interest, as provided in clause (x) above) which would otherwise be
due a Delinquent Lender shall be distributed to the Non-Delinquent Lenders until
such time as all principal, interest and other sums due to the Non-Delinquent
Lenders have been paid in full (except that any such amounts otherwise due a
Delinquent Lender received by Administrative Agent during an Election Period
shall be retained by Administrative Agent until the expiration of the Election
Period and either paid to the Delinquent Lender, if the delinquency is cured, or
paid to the Non-Delinquent Lenders, if the delinquency is not cured) and (z)
Administrative Agent shall deduct, from amounts due (or, in the case of a
Delinquent Lender, amounts that would otherwise be payable to such Delinquent
Lender being held by Administrative Agent pursuant to clause (x) above) a Lender
in default under its obligations under Section 10.05, the amount owing by such
Lender pursuant to said Section 10.05 and pay the amount so deducted to itself,
the other Lenders, or such other party as is entitled to such amount, as
applicable.

                  Section 2.12 Elections, Conversions or Continuation of Loans.
Subject to the provisions of Article III and Sections 2.05 and 2.13, Borrower
shall have the right to Elect to have all or a portion of any advance of the
Loans be LIBOR Loans, to Convert Base Rate Loans into LIBOR Loans, to Convert
LIBOR Loans into Base Rate Loans, or to Continue LIBOR Loans as LIBOR Loans, at
any time or from time to time, provided that (i) Borrower shall give
Administrative Agent notice of each such Election, Conversion or Continuation as
provided in Section 2.14 and (ii) a LIBOR Loan may be Converted or Continued
only on the last day of the applicable Interest Period for such LIBOR Loan.
Except as otherwise provided herein, each Election, Continuation and Conversion
shall be applicable to each Lender's Loan in accordance with its Pro Rata Share.

                  Section 2.13 Minimum Amounts. With respect to the Loans as a
whole, each Election and each Conversion shall be in an amount at least equal to
$1,000,000 and in integral multiples of $100,000.


                                       21
<PAGE>   27

                  Section 2.14 Certain Notices Regarding Elections, Conversions
and Continuations of Loans. Notices by Borrower to Administrative Agent of
Elections, Conversions and Continuations of LIBOR Loans shall be irrevocable and
shall be effective only if received by Administrative Agent not later than 10:00
a.m. (New York time) on the number of Business Days prior to the date of the
relevant Election, Conversion or Continuation specified below:

<TABLE>
<CAPTION>
                                                                         Number of Business
                        Notice                                               Days Prior
                        ------                                           ------------------
<S>                                                                      <C>
Conversions into Base Rate Loans                                              two (2)

Elections of, Conversions into or Continuations as,                          three (3)
LIBOR Loans
</TABLE>

Promptly following its receipt of any such notice, Administrative Agent shall so
advise all Lenders either by telephone or by facsimile. Each such notice of
Election shall specify the portion of the amount of the advance that is to be
LIBOR Loans (subject to Section 2.13) and the duration of the Interest Period
applicable thereto (subject to Section 2.05); each such notice of Conversion
shall specify the LIBOR Loans or Base Rate Loans to be Converted; and each such
notice of Conversion or Continuation shall specify the date of Conversion or
Continuation (which shall be a Business Day), the amount thereof (subject to
Section 2.13) and the duration of the Interest Period applicable thereto
(subject to Section 2.05). In the event that Borrower fails to Elect to have any
portion of an advance of the Loans be LIBOR Loans, the entire amount of such
advance shall constitute Base Rate Loans. In the event that Borrower fails to
Continue a LIBOR Loan within the time period and as otherwise provided in this
Section, such LIBOR Loan will automatically be continued, on the last day of the
then current applicable Interest Period for such LIBOR Loan, for an Interest
Period of one (1) month, unless such Interest Period would expire after the
Maturity Date, in which case such LIBOR Loan shall instead be automatically
converted to a Base Rate Loan.

                  Section 2.15 Late Payment Premium. Borrower shall, at
Administrative Agent's option, pay to Administrative Agent for the account of
Lenders a late payment premium in the amount of 5% of any payments of interest
under the Loans made more than ten (10) days after the due date thereof, which
shall be due with any such late payment.

                  Section 2.16 Letters of Credit.

                  (a) Borrower, by notice to Administrative Agent, may request,
in lieu of advances of proceeds of the Tranche A portion of the Loans, that
Administrative Agent issue unconditional, irrevocable standby letters of credit
(each, a "Letter of Credit") for the account of Borrower, payable by sight
drafts, for such beneficiaries and with such other terms as Borrower shall
specify. Promptly upon issuance of a Letter of Credit, Administrative Agent
shall notify each Lender.


                                       22
<PAGE>   28

                  (b) The amount of any Letter of Credit shall be limited to the
lesser of (x) $50,000,000 less the aggregate amount of all Letters of Credit
theretofore issued and outstanding or (y) the then aggregate amount of the
Tranche A Loan Commitments of all Lenders available to be advanced hereunder, it
being understood that the amount of each Letter of Credit issued and outstanding
shall (A) effect a reduction, by an equal amount, of the aggregate available
Tranche A Loan Commitments (such reduction to be allocated to each Lender's
Tranche A Loan Commitment ratably in accordance with Lenders' respective Pro
Rata Shares) and (B) be treated as advanced as of the date of issuance of the
Letter of Credit for purposes of calculating the commitment fee under Section
2.07(a).

                  (c) The amount of each Letter of Credit shall be further
subject to the limitations applicable to amounts of advances set forth in
Section 2.03 and the procedures for the issuance of each Letter of Credit shall
be the same as the procedures applicable to the making of advances as set forth
in the first sentence of Section 2.04. Administrative Agent's issuance of each
Letter of Credit shall be subject to Administrative Agent's determination that
Borrower has satisfied all conditions precedent to its entitlement to an advance
of proceeds of the Loans.

                  (d) No Letter of Credit shall have an expiration date later
than (x) one (1) year after the date of its issuance or (y) one (1) month prior
to the Maturity Date of Tranche A and the Tranche A Notes.

                  (e) In connection with, and as a further condition to the
issuance of, each Letter of Credit, Borrower shall execute and deliver to
Administrative Agent an application for the Letter of Credit on Administrative
Agent's standard form therefor, together with such other documents, opinions and
assurances as Administrative Agent shall reasonably require.

                  (f) In connection with each Letter of Credit, Borrower hereby
covenants to pay to Administrative Agent the following fees each payable
quarterly in arrears (on the first Business Day of each calendar quarter
following the issuance of the Letter of Credit): (x) a fee, for the account of
Lenders, computed daily on the amount of the Letter of Credit issued and
outstanding at a rate per annum equal to the "Lenders' L/C Fee Rate" (as
hereinafter defined) and (y) a fee, for Administrative Agent's own account,
computed daily on the amount of the Letter of Credit issued and outstanding at a
rate per annum equal to 0.125%. For purposes of this Agreement, the "Lenders'
L/C Fee Rate" shall mean, at any time, a rate per annum equal to the Applicable
Margin for LIBOR Loans under Tranche A less 0.125% per annum. It is understood
and agreed that the last installment of the fees provided for in this paragraph
(f) with respect to any particular Letter of Credit shall be due and payable on
the first Business Day of the calendar quarter following the return, undrawn, or
cancellation of such Letter of Credit. In addition, Borrower shall pay
Administrative Agent's customary administrative fees in connection with the
extension, amendment and drawing of all Letters of Credit.

                  (g) The parties hereto acknowledge and agree that, immediately
upon notice from Administrative Agent of any drawing under a Letter of Credit,
each Lender shall, notwithstanding the existence of a Default or Event of
Default or the


                                       23
<PAGE>   29

non-satisfaction of any conditions precedent to the making of an advance of the
Loans, advance proceeds of the Tranche A portion of its Loan, in an amount equal
to its Pro Rata Share of such drawing, which advance shall be made to
Administrative Agent to reimburse Administrative Agent, for its own account, for
such drawing. Each Lender further acknowledges that its obligation to fund its
Pro Rata Share of drawings under Letters of Credit as aforesaid shall survive
Lenders' termination of this Agreement or enforcement of remedies hereunder or
under the other Loan Documents.

                  (h) Upon the occurrence and at any time during the continuance
of an Event of Default, Lenders shall, at the direction of the Required Lenders,
advance proceeds of the Loans hereunder into a cash collateral account to be
maintained with Administrative Agent, such advance by each Lender to be in an
account equal to its Pro Rata Share of the aggregate amount of all the
outstanding Letters of Credit, which cash collateral shall be held by
Administrative Agent as security for the payment and performance of the
Obligations. Borrower irrevocably authorizes Lenders to make such advance, and
agrees to execute and deliver to Administrative Agent such documents as
Administrative Agent reasonably requests to confirm and perfect the assignment
of such cash collateral to Administrative Agent. The amount so advanced shall be
evidenced by the Notes and secured by the Mortgages. Borrower shall be obligated
to pay interest on such amount, but Borrower shall have no obligation to make
further payments of the fees provided for in clauses (x) and (y) of paragraph
(f) of this Section.

                  Section 2.17 Additional Conditions to Advances of Tranche A.
Each advance of Tranche A shall be subject, in addition to the other limitations
and conditions set forth herein, to, at Administrative Agent's request,
Administrative Agent's receipt of a certificate, of the sort required by clause
(ii) of paragraph (3) of Section 6.09, which shall demonstrate Borrower's and
Guarantor's compliance, as of the end of the most recently ended calendar
quarter for which financial results are required hereunder to have been reported
by Borrower and Guarantor (and taking into account pro-forma adjustments for all
acquisitions and Dispositions subsequent to the end of such quarter required to
be reported pursuant to paragraph (7) of Section 6.09), with all covenants
enumerated in said clause (ii) of paragraph (3), assuming that the amount that
will be outstanding under the Loans following the making of the advance that is
being requested was outstanding as of the end of such most recently ended
calendar quarter.

                                  ARTICLE III

                       YIELD PROTECTION; ILLEGALITY; ETC.

                  Section 3.01 Additional Costs. Borrower shall pay directly to
each Lender from time to time on demand such amounts as such Lender may
determine to be necessary to compensate it for any increased costs which such
Lender determines are attributable to its making or maintaining a LIBOR Loan, or
its obligation to make or maintain a LIBOR Loan, or its obligation to Convert a
Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount
receivable by such Lender hereunder in respect of its LIBOR Loan or such
obligations (such increases in costs and reductions in


                                       24
<PAGE>   30

amounts receivable being herein called "Additional Costs"), in each case
resulting from any Regulatory Change which:

                  (1) changes the basis of taxation of any amounts payable to
         such Lender under this Agreement or the Notes in respect of any such
         LIBOR Loan (other than changes in the rate of general corporate,
         franchise, branch profit, net income or other income tax imposed on
         such Lender or its Applicable Lending Office by the jurisdiction in
         which such Lender has its principal office or such Applicable Lending
         Office); or

                  (2) (other than to the extent the LIBOR Reserve Requirement is
         taken into account in determining the LIBOR Rate at the commencement of
         the applicable Interest Period) imposes or modifies any reserve,
         special deposit, deposit insurance or assessment, minimum capital,
         capital ratio or similar requirements relating to any extensions of
         credit or other assets of, or any deposits with or other liabilities
         of, such Lender (including any LIBOR Loan or any deposits referred to
         in the definition of "LIBOR Interest Rate" in Section 1.01), or any
         commitment of such Lender (including such Lender's Loan Commitment
         hereunder); or

                  (3) imposes any other condition affecting this Agreement or
         the Notes (or any of such extensions of credit or liabilities).

                  Without limiting the effect of the provisions of the first
paragraph of this Section, in the event that, by reason of any Regulatory
Change, any Lender either (i) incurs Additional Costs based on or measured by
the excess above a specified level of the amount of a category of deposits or
other liabilities of such Lender which includes deposits by reference to which
the LIBOR Interest Rate is determined as provided herein or a category of
extensions of credit or other assets of such Lender which includes loans based
on the LIBOR Interest Rate or (ii) becomes subject to restrictions on the amount
of such a category of liabilities or assets which it may hold, then, if such
Lender so elects by notice to Borrower (with a copy to Administrative Agent),
the obligation of such Lender to permit Elections of, to Continue, or to Convert
Base Rate Loans into, LIBOR Loans shall be suspended (in which case the
provisions of Section 3.04 shall be applicable) until such Regulatory Change
ceases to be in effect.

                  Determinations and allocations by a Lender for purposes of
this Section of the effect of any Regulatory Change pursuant to the first or
second paragraph of this Section, on its costs or rate of return of making or
maintaining its Loan or portions thereof or on amounts receivable by it in
respect of its Loan or portions thereof, and the amounts required to compensate
such Lender under this Section, shall be conclusive absent manifest error.

                  Section 3.02 Limitation on Types of Loans. Anything herein to
the contrary notwithstanding, if on or prior to the determination of the LIBOR
Interest Rate for any Interest Period:


                                       25
<PAGE>   31

                  (1) Administrative Agent determines (which determination shall
         be conclusive) that quotations of interest rates for the relevant
         deposits referred to in the definition of "LIBOR Interest Rate" in
         Section 1.01 are not being provided in the relevant amounts or for the
         relevant maturities for purposes of determining rates of interest for
         the LIBOR Loans as provided herein; or

                  (2) a Lender determines (which determination shall be
         conclusive) and promptly notifies Administrative Agent that the
         relevant rates of interest referred to in the definition of "LIBOR
         Interest Rate" in Section 1.01 upon the basis of which the rate of
         interest for LIBOR Loans for such Interest Period is to be determined
         do not cover the cost to such Lender of making or maintaining such
         LIBOR Loan for such Interest Period;

then Administrative Agent shall give Borrower prompt notice thereof, and so long
as such condition remains in effect, Lenders (or, in the case of the
circumstances described in clause (2) above, the affected Lender) shall be under
no obligation to permit Elections of LIBOR Loans, to Convert Base Rate Loans
into LIBOR Loans or to Continue LIBOR Loans and Borrower shall, on the last
day(s) of the then current Interest Period(s) for the affected outstanding LIBOR
Loans, either (x) prepay the affected LIBOR Loans or (y) Convert the affected
LIBOR Loans into Base Rate Loans in accordance with Section 2.12.

                  Section 3.03 Illegality. Notwithstanding any other provision
of this Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain a LIBOR
Loan hereunder, to allow Elections of a LIBOR Loan or to Convert a Base Rate
Loan into a LIBOR Loan, then such Lender shall promptly notify Administrative
Agent and Borrower thereof and such Lender's obligation to make or maintain a
LIBOR Loan, or to permit Elections of, to Continue, or to Convert its Base Rate
Loan into, a LIBOR Loan shall be suspended (in which case the provisions of
Section 3.04 shall be applicable) until such time as such Lender may again make
and maintain a LIBOR Loan.

                  Section 3.04 Treatment of Affected Loans. If the obligations
of any Lender to make or maintain a LIBOR Loan, or to permit an Election of a
LIBOR Loan, to Continue its LIBOR Loan, or to Convert its Base Rate Loan into a
LIBOR Loan, are suspended pursuant to Sections 3.01 or 3.03 (each LIBOR Loan so
affected being herein called an "Affected Loan"), such Lender's Affected Loan
shall be automatically Converted into a Base Rate Loan on the last day of the
then current Interest Period for the Affected Loan (or, in the case of a
Conversion (or conversion) required by Sections 3.01 or 3.03, on such earlier
date as such Lender may specify to Borrower).

                  To the extent that such Lender's Affected Loan has been so
Converted (or the interest rate thereon so converted), all payments and
prepayments of principal which would otherwise be applied to such Lender's
Affected Loan shall be applied instead to its Base Rate Loan and such Lender
shall have no obligation to Convert its Base Rate Loan into a LIBOR Loan.


                                       26
<PAGE>   32


                  Section 3.05 Certain Compensation. Borrower shall pay to
Administrative Agent for the account of the applicable Lender, upon the request
of such Lender through Administrative Agent (which request shall include a
calculation of the amount(s) due), such amount or amounts as shall be sufficient
(in the opinion of such Lender) to compensate it for any loss, cost or expense
which such Lender determines is attributable to:

                  (1) any payment or prepayment of a LIBOR Loan made by such
         Lender, or any Conversion of a LIBOR Loan made by such Lender, in any
         such case on a date other than the last day of an applicable Interest
         Period, whether by reason of acceleration or otherwise; or

                  (2) any failure by Borrower for any reason to Convert or
         Continue a LIBOR Loan to be Converted or Continued by such Lender on
         the date specified therefor in the relevant notice under Section 2.14;
         or

                  (3) any failure by Borrower to borrow (or to qualify for a
         borrowing of) a LIBOR Loan which would otherwise be made hereunder on
         the date specified in the relevant Election notice under Section 2.14
         given or submitted by Borrower.

                  Without limiting the foregoing, such compensation shall
include an amount equal to the present value (using as the discount rate an
interest rate equal to the rate determined under clause (y) below) of the
excess, if any, of (x) the amount of interest which otherwise would have accrued
on the principal amount so paid, prepaid, Converted or Continued (or not
Converted, Continued or borrowed) for the period from the date of such payment,
prepayment, Conversion or Continuation (or failure to Convert, Continue or
borrow) to the last day of the then current applicable Interest Period (or, in
the case of a failure to Convert, Continue or borrow, to the last day of the
applicable Interest Period which would have commenced on the date specified
therefor in the relevant notice) at the applicable rate of interest for the
LIBOR Loan provided for herein, over (y) the amount of interest (as reasonably
determined by such Lender) based upon the interest rate which such Lender would
have bid in the London interbank market for Dollar deposits, for amounts
comparable to such principal amount and maturities comparable to such period. A
determination of any Lender as to the amounts payable pursuant to this Section
shall be conclusive absent manifest error.

                  Section 3.06 Capital Adequacy. If any Lender shall have
determined that, after the date hereof, the adoption of any applicable law, rule
or regulation regarding capital adequacy, or any change therein, or any change
in the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such Governmental Authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on capital of such Lender (or its Parent) as a consequence of
such Lender's obligations hereunder to a level below that which such Lender (or
its Parent) could have achieved but for such adoption, change, request or
directive (taking into consideration its policies with respect to capital
adequacy) by an


                                       27
<PAGE>   33


amount deemed by such Lender to be material, then from time to time, within
fifteen (15) Business Days after demand by such Lender (with a copy to
Administrative Agent), Borrower shall pay to such Lender such additional amount
or amounts as will compensate such Lender (or its Parent) for such reduction. A
certificate of any Lender claiming compensation under this Section, setting
forth in reasonable detail the basis therefor, shall be conclusive absent
manifest error.

                  Section 3.07 Substitution of Lenders. If any Lender (an
"Affected Lender") (i) makes demand upon Borrower for (or if Borrower is
otherwise required to pay) Additional Costs pursuant to Section 3.01 or (ii)
gives notice to Borrower that such Lender is unable to make or maintain a LIBOR
Loan as a result of a condition described in Section 3.03 or clause (2) of
Section 3.02, Borrower may, within ninety (90) days of receipt of such demand or
notice (or the occurrence of such other event causing Borrower to be required to
pay Additional Costs or causing said Section 3.03 or clause (2) of Section 3.02
to be applicable), as the case may be, give notice (a "Substitution Notice") to
Administrative Agent and to each Lender of Borrower's intention either (x) to
prepay in full the Affected Lender's Notes and to terminate the Affected
Lender's entire Loan Commitment or (y) to replace the Affected Lender with
another financial institution (a "Substitute Lender") designated in such
Substitution Notice.

                  In the event Borrower opts to give the notice provided for in
clause (x) above, and if the Affected Lender shall not agree within thirty (30)
days of its receipt thereof to waive the payment of the Additional Costs in
question or the effect of the circumstances described in Section 3.03 or clause
(2) of Section 3.02, then, so long as no Event of Default shall exist, Borrower
may (notwithstanding the provisions of clause (y) of Section 2.10(a)) terminate
the Affected Lender's entire Loan Commitment, provided that in connection
therewith it pays to the Affected Lender all outstanding principal and accrued
and unpaid interest under the Affected Lender's Notes, together with all other
amounts, if any, due from Borrower to the Affected Lender, including all amounts
properly demanded and unreimbursed under this Article III.

                  In the event Borrower opts to give the notice provided for in
clause (y) above, and if (A) Administrative Agent shall, within thirty (30) days
of its receipt of the Substitution Notice, notify Borrower and each Lender in
writing that the proposed Substitute Lender is reasonably satisfactory to
Administrative Agent and (B) the Affected Lender shall not, prior to the end of
such thirty (30)-day period, agree to waive the payment of the Additional Costs
in question or the effect of the circumstances described in Section 3.03 or
clause (2) of Section 3.02, then the Affected Lender shall, so long as no Event
of Default shall exist, assign its Notes and all of its rights and obligations
under this Agreement to the Substitute Lender, and the Substitute Lender shall
assume all of the Affected Lender's rights and obligations, pursuant to an
agreement, substantially in the form of an Assignment and Assumption Agreement,
executed by the Affected Lender and the Substitute Lender. In connection with
such assignment and assumption, the Substitute Lender shall pay to the Affected
Lender an amount equal to the outstanding principal amount under the Affected
Lender's Notes plus all interest accrued thereon, plus all other amounts, if any
(other than the Additional Costs in question), then due and payable to the
Affected Lender; provided, however, that prior to or simultaneously with


                                       28
<PAGE>   34


any such assignment and assumption, Borrower shall have paid to such Affected
Lender all amounts properly demanded and unreimbursed under this Article III.
Upon the effective date of such assignment and assumption and the payment by the
Substitute Lender to Administrative Agent of a fee, for Administrative Agent's
own account, in the amount of $3,500, the Substitute Lender shall become a party
to this Agreement and shall have all the rights and obligations of a Lender as
set forth in such Assignment and Assumption Agreement, and the Affected Lender
shall be released from its obligations hereunder, and no further consent or
action by any party shall be required. Upon the consummation of any assignment
pursuant to this Section, substitute Notes shall be issued to the Substitute
Lender by Borrower, in exchange for the return of the Affected Lender's Notes.
The obligations evidenced by such substitute notes shall constitute
"Obligations" for all purposes of this Agreement and the other Loan Documents
and shall be secured by the Mortgages. In connection with Borrower's execution
of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent
such evidence of the due authorization, execution and delivery of the substitute
notes and any related documents as Administrative Agent may reasonably request.
If the Substitute Lender is not incorporated under the Laws of the United States
or a state thereof, it shall, prior to the first date on which interest or fees
are payable hereunder for its account, deliver to Borrower and Administrative
Agent certification as to exemption from deduction or withholding of any United
States federal income taxes in accordance with Section 10.13. Each Substitute
Lender shall be deemed to have made the representations contained in, and shall
be bound by the provisions of, Section 10.13.

                  Borrower, Administrative Agent and Lenders shall execute such
modifications to the Loan Documents as shall be reasonably required in
connection with and to effectuate the foregoing.

                  Section 3.08 "Lender" to Include Participants. For purposes of
Sections 3.01 through 3.06 and of the definition of "Additional Costs", the term
"Lender" shall, at each Lender's option, be deemed to include such Lender's
present and future Participants in its Loan to the extent of each such
Participant's actual Additional Costs or other losses, costs or expenses payable
pursuant to this Article III.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

                  Section 4.01 Conditions Precedent to the Initial Advance. The
obligations of Lenders hereunder and the obligation of each Lender to make the
Initial Advance are subject to the condition precedent that Administrative Agent
shall have received and approved on or before the Closing Date (other than with
respect to the items listed in paragraph (23) below, which shall be received and
approved by Administrative Agent prior to the Initial Advance) each of the
following documents, and that each of the following requirements shall have been
fulfilled (it being understood that the documents set forth in paragraphs (4)
through (17) below are required for each Property, except that (x) in the case
of the Properties identified on SCHEDULE A as Austin Center and Omni Hotel, said
two (2) Properties shall be covered by a single Mortgage and Indemnity and


                                       29
<PAGE>   35


the requirements of paragraphs (6) through (17) below may be satisfied jointly
with respect to such Properties, where appropriate; (y) certain requirements
with respect to the Disposition Properties shall be deferred as provided in
Section 12.19; and (z) in the case of Woodlands, the items listed in paragraphs
(4) through (10) and (12) through (16) shall not be required; provided, however,
that if Woodlands has not been sold as contemplated by the Sales Contract
therefor as provided in this Agreement by the date that is sixty (60) days (as
such period may be extended by Administrative Agent) after the Closing Date, or
if said Sales Contract terminates or is cancelled, then the requirements of
paragraphs (8), (10) and (12) through (16) with respect to Woodlands shall be
performed in full by Borrower and delivered to Administrative Agent within
thirty (30) days thereafter);

                  (1) Fees and Expenses. The payment of all fees and expenses
         incurred by UBS and Administrative Agent (including, without
         limitation, the reasonable fees and expenses of legal counsel, the
         Engineering Consultant and any valuation, environmental or insurance
         consultants, and the reasonable out-of-pocket expenses of
         Administrative Agent which Borrower has agreed to pay pursuant hereto);

                  (2) Notes. The Notes for UBS, each duly executed by Borrower;

                  (3) Guaranty. The Guaranty, duly executed by Guarantor;

                  (4) Mortgages and UCCs. The duly executed Mortgages, recorded
         or to be recorded in the appropriate land records, together with duly
         executed financing statements filed or about to be filed under the
         Uniform Commercial Code of all jurisdictions necessary or, in the
         reasonable opinion of Administrative Agent, desirable to perfect the
         lien created by each Mortgage;

                  (5) Indemnities. The duly executed Indemnities;

                  (6) Title Policy. A paid title insurance policy in the amount
         of the Mortgage (or such lesser amount as may be approved by
         Administrative Agent), in form approved by Administrative Agent and
         issued by the Title Insurer, which shall insure the Mortgage to be a
         valid first lien on Borrower's (or, in the case of Washington Harbour,
         Spectrum Centre and Trammell Crow Center, on the Other Mortgagor's)
         interests in the Property and Improvements, free and clear of all
         liens, defects, encumbrances and exceptions other than those previously
         approved by Administrative Agent, and shall contain (i) a reference to
         the survey but no survey exceptions, (ii) if such policy is dated
         earlier than the date of the Initial Advance, an endorsement to such
         policy, in a form approved by Administrative Agent, conforming to the
         pending disbursements requirements set forth above and setting forth no
         additional exceptions other than those approved by Administrative Agent
         and (iii) such affirmative insurance and endorsements (including with
         respect to pending disbursements and revolving credits) as
         Administrative Agent may require; and shall be accompanied by such
         reinsurance agreements between the Title Insurer and title companies
         approved by Administrative Agent, in ALTA facultative form approved by
         Administrative Agent and with direct access provisions, as
         Administrative Agent may require;


                                       30
<PAGE>   36


                  (7) Survey. A current ALTA/ACSM survey, certified to
         Administrative Agent and the Title Insurer, showing (i) the location of
         the perimeter of the Property by courses and distances, (ii) all
         easements, rights-of-way, and utility lines referred to in the title
         policy required by this Agreement or which actually service or cross
         the Property (with instrument, book and page number indicated), (iii)
         the lines of the streets abutting the Property and the width thereof,
         and any established building lines (and that such roads have been
         dedicated for public use and are completed and have been accepted by
         all required Governmental Authorities), (iv) any encroachments and the
         extent thereof upon the Property, (v) locations of all portions (with
         the acreage thereof also identified) of the Property, if any, which are
         located in an area designated as a "flood prone area" as defined by
         U.S. Department of Housing and Urban Development pursuant to the Flood
         Disaster Protection Act of 1973 and (vi) the Improvements, and the
         relationship thereof by distances to the perimeter of the Property,
         established building lines and street lines;

                  (8) Appraisal. An independent M.A.I. appraisal, commissioned
         by Administrative Agent, of the value of the Property, which appraisal
         shall comply in all respects with the standards for real estate
         appraisals established pursuant to the Financial Institutions Reform,
         Recovery, and Enforcement Act of 1989;

                  (9) Insurance Policies. The certificates of hazard and other
         insurance required by the Mortgage, together with evidence of the
         payment of the premiums therefor;

                  (10) Hazardous Materials Report. A Phase I environmental site
         assessment by a properly qualified engineer with respect to the
         Property;

                  (11) Intentionally Omitted.

                  (12) Consultant's Report. A detailed report from the
         Engineering Consultant to the effect that (i) the Improvements are in
         satisfactory condition and have been constructed in accordance with the
         plans and specifications therefor approved by all applicable
         Governmental Authorities, (ii) the Improvements comply with all
         applicable zoning and other Laws, (iii) all roads and utilities
         necessary for the full utilization of the Improvements for their
         intended purposes have been completed and (iv) there exists a
         sufficient number of parking spaces necessary to satisfy the
         requirements of all zoning and other applicable Laws with respect to
         the Property, and all required landscaping, sidewalks and other
         amenities, and all off-site improvements, related to the Improvements
         have been completed;

                  (13) Permits and Other Approvals. Copies of any and all
         certificates of occupancy required by all Governmental Authorities;

                  (14) Leases. Copies, certified to be true and complete, of all
         executed leases of the Improvements, accompanied by notices of
         assignments in the form of EXHIBIT F and, in the case of Major Leases
         (i) estoppel certificates from the


                                       31
<PAGE>   37


         tenants thereunder, (ii) at Administrative Agent's option,
         subordination, non-disturbance and attornment agreements and (iii) to
         the extent available, current financial statements of the tenants (and
         guarantors of the tenants' obligations, if applicable) thereunder;
         together with a certified copy of the standard form of lease Borrower
         is using in connection with the leasing of space in the Improvements
         and the first rent roll, leasing report and operating/cash statements
         required by paragraph (14) of Section 6.09;

                  (15) Premises Documents and Ground Leases. Copies, certified
         to be true and complete, of the Premises Documents, together with
         estoppel certificates with respect thereto from each of the parties
         thereto (to the extent obtainable by Borrower after exerting reasonable
         efforts) and, if available, current financial statements of such
         parties; and, in the case of (i) those Properties in which Borrower has
         a leasehold interest (i.e., those Properties identified on SCHEDULE A
         as Stemmons Place and Frost Bank) and (ii) Washington Harbour, copies,
         certified by Borrower or CWH, as the case may be, to be true and
         complete, of the ground lease(s) of the Property, together with an
         estoppel certificate with respect thereto from the ground lessors
         and/or ground lessees thereunder;

                  (16) Management and Leasing Contracts. Copies, certified to be
         true and complete, of all existing contracts providing for the
         management and/or leasing of the Property and Improvements, together
         with, in each case, such subordinations, collateral assignments and/or
         "will-serve" letters as Administrative Agent may require;

                  (17) UCC Searches. Uniform Commercial Code searches with
         respect to Borrower, the Other Mortgagor and each of the "Assignors"
         under the Collateral Assignments, and advice from the Title Insurer to
         the effect that searches of the proper public records disclose no
         leases of personalty or financing statements filed or recorded against
         Borrower, the Other Mortgagor, any of said Assignors, or any of the
         Collateral;

                  (18) Financial Statements. (i) Guarantor's Consolidated
         Financial Statements as of and for the year ended December 31, 1998,
         certified by the chief financial officer of Guarantor and audited by
         Guarantor's Accountants, (ii) unaudited Guarantor's Consolidated
         Financial Statements, certified by the chief financial officer of
         Guarantor, as of and for the quarter ended September 30, 1999, (iii)
         financial statements of the Other Mortgagor, as of and for the year
         ended December 31, 1998, certified by the chief financial officer and
         audited by Guarantor's Accountants, (iv) unaudited financial statements
         of the Other Mortgagor, certified by the chief financial officer, as of
         and for the quarter ended September 30, 1999 and (v) unaudited
         operating statements for each Property for the year ended December 31,
         1999, certified by the chief financial officer of Borrower;

                  (19) Organizational Documents. For CEI, CEI Ltd. and any
         general partner or member of Borrower, Guarantor, CHW, SMA or CCRH
         which is a


                                       32
<PAGE>   38


         corporation, current copies of the following documents with respect to
         each (unless otherwise indicated):

                           (i) a good-standing certificate from the jurisdiction
                  of its incorporation (other than for CEI),

                           (ii) a resolution, certified by the corporate
                  secretary, of the shareholders or directors of the corporation
                  authorizing the consummation of the transactions contemplated
                  hereby and the execution, delivery and performance of the Loan
                  Documents and other documents to be executed, delivered or
                  performed by said corporation (including any substitute or
                  replacement Notes to be executed and delivered pursuant to the
                  terms hereof), and

                           (iii) a certificate of the corporate secretary as to
                  the incumbency of the officers executing any of the documents
                  required hereby,

         and for Borrower, CEI LP, CWH, SMA, CCRH and any general partner or
         member (in the case of a limited liability company) of Borrower,
         Guarantor, CWH or SMA which is a partnership, venture, limited
         liability company or trust:

                           (iv) the entity's organizational/operating agreement
                  and all amendments and attachments thereto, certified by a
                  general partner, venturer, member or trustee to be true and
                  complete,

                           (v) good standing certificates from, and any other
                  certificates filed or required to be filed by the entity in,
                  the jurisdiction of its formation and in any of the
                  jurisdictions where the Properties are located, and

                           (vi) evidence of the authorization of the
                  consummation of the transactions contemplated hereby and the
                  execution, delivery and performance of the Loan Documents and
                  any other documents to be executed, delivered and performed by
                  said entity (including any substitute or replacement Notes to
                  be executed and delivered pursuant to the terms hereof), and
                  including any required consents by partners, venturers,
                  members, trustees or beneficiaries;

                  (20) Solvency Certificate. A duly executed Solvency
         Certificate with respect to Borrower, Guarantor and the Other
         Mortgagor;

                  (21) Opinions of Counsel. Favorable opinions, dated the
         Closing Date, of counsel for Borrower, Guarantor and the Other
         Mortgagor, as to such matters as Administrative Agent may reasonably
         request;

                  (22) Authorization Letter. The Authorization Letter, duly
         executed by Borrower;


                                       33
<PAGE>   39


                  (23) Request for Advance. A request for an advance in
         accordance with Section 2.04, together with such supporting
         documentation as Administrative Agent may reasonably request;

                  (24) Certificate. The following statements shall be true and
         Administrative Agent shall have received a certificate dated the
         Closing Date signed by a duly authorized signatory of Borrower stating,
         to the best of the certifying party's knowledge, the following:

                           (i) All representations and warranties contained in
                  this Agreement and in each of the other Loan Documents are
                  true and correct on and as of the Closing Date as though made
                  on and as of such date,

                           (ii) No Default or Event of Default has occurred and
                  is continuing, or could result from the transactions
                  contemplated by this Agreement and the other Loan Documents,
                  and

                           (iii) None of the Improvements on any Property has
                  been injured or damaged by fire or other casualty which has
                  not been satisfactorily repaired or restored as of the Closing
                  Date;

                  (25) Assignment of Loan Rights. The Assignments of Loan
         Rights, duly executed by Borrower and SMA, as the case may be (and
         related Uniform Commercial Code financing statements) and the related
         absolute assignment(s)/subordination(s) in recordable form required
         thereby (and related Uniform Commercial Code assignment statements),
         together with the original executed collateral Notes and Mortgages and
         related documents being assigned (or, in the case of any such documents
         which have been lost or destroyed, such estoppels, affidavits or
         indemnities as Administrative Agent may require), and, to the extent
         obtainable by Borrower with reasonable effort, an acknowledgement and
         agreement with respect thereto by the obligors and mortgagors/grantors
         thereunder;

                  (26) Partnership Assignments. The Partnership Assignments,
         duly executed by Borrower and CEI LP, as the case may be (and related
         Uniform Commercial Code financing statements), together with copies,
         certified by Borrower or CEI LP, as the case may be, to be true and
         complete of the partnership agreements for SMA and Woodlands Office
         Equities;

                  (27) Assignment of Sales Proceeds. The Assignment of Sales
         Proceeds, duly executed by CEI LP (and related Uniform Commercial Code
         financing statements);

                  (28) Agreement Regarding Encumbrances. The Agreement Regarding
         Encumbrances, duly executed by CEI LP and in proper form for recording
         in the appropriate land records;


                                       34
<PAGE>   40


                  (29) Evidence regarding Existing Credit Facilities. Evidence
         that the Existing Credit Facilities have been or will be repaid in full
         and terminated upon the making of the Initial Advance;

                  (30) Sales Contracts. Copies, certified by CEI LP to be true
         and complete, of the Sales Contracts;

                  (31) Disposition Property Conveyance Documents. The duly
         executed Disposition Property Conveyance Documents;

                  (32) Covenant Compliance. A covenant compliance certificate of
         the sort required by paragraph (3) of Section 6.09;

                  (33) Contribution Agreement. A Contribution Agreement among
         Borrower and the Other Mortgagors; and

                  (34) Additional Materials. Such other approvals, documents,
         instruments or opinions as Administrative Agent may reasonably request.

                  Section 4.02 Conditions Precedent to Advances After the
Initial Advance. The obligation of each Lender to make advances of the Loans
subsequent to the Initial Advance shall be subject to satisfaction of the
following conditions precedent:

                  (1) All conditions of Section 4.01 shall have been and remain
         satisfied as of the date of the advance;

                  (2) No Default or Event of Default shall have occurred and be
         continuing as of the date of the advance;

                  (3) Each of the representations and warranties contained in
         this Agreement and in each of the other Loan Documents shall be true
         and correct as of the date of the advance;

                  (4) No Material Adverse Change shall have occurred and be
         continuing as of the date of the advance;

                  (5) Administrative Agent shall have received a request for an
         advance in accordance with Section 2.04 and the other provisions
         hereof, together with such supporting documentation as Administrative
         Agent may reasonably request; and

                  (6) The conditions set forth in Section 2.17 shall have been
         satisfied.

                  From time to time, Administrative Agent may cause the Title
Insurer to provide, at Borrower's expense, an informational continuation report
(and, if available at reasonable cost, a date down endorsement) with respect to
any or all of the Properties.

                  Section 4.03 Deemed Representations. Each request by Borrower
for, and acceptance by Borrower of, an advance of proceeds of the Loans shall
constitute


                                       35
<PAGE>   41


a representation and warranty by Borrower, Guarantor and the Other Mortgagor
that, as of both the date of such request and the date of the advance, (i) no
Default or Event of Default has occurred and is continuing and (ii) each
representation or warranty contained in this Agreement or the other Loan
Documents is true and correct in all material respects.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

                  Borrower represents and warrants to Administrative Agent and
each Lender as follows:

                  Section 5.01 Due Organization and General Power and Authority.
Each of Borrower, CEI LP, SMA and CCRH is a limited partnership duly organized,
validly existing and in good standing under the Laws of the State of Delaware,
with its principal office in the State of Texas, has the power and authority to
own its assets and to transact the business in which it is now engaged, and, if
applicable, is duly qualified for the conduct of business and in good standing
under the Laws of each jurisdiction where a Property is located and each other
jurisdiction in which such qualification is required. CEI is a real estate
investment trust duly organized, validly existing and in good standing under the
Laws of the State of Texas, with its principal place of business in the State of
Texas, has the power and authority to own its assets and to transact the
business which it is now engaged and, if applicable, is duly qualified for the
conduct of business and in good standing under the Laws of each other
jurisdiction in which such qualification is necessary. Each of CEI, Ltd. and
Crescent Commercial Realty Corp. (CCRH's general partner) is a corporation duly
organized, validly existing and in good standing under the Laws of the State of
Delaware, with its principal place of business in the State of Texas, has the
power and authority to own its assets and to transact the business which it is
now engaged and, if applicable, is duly qualified for the conduct of business
and in good standing under the Laws of each other jurisdiction in which such
qualification is necessary. Each of CWH and CRE Management VIII, LLC (Borrower's
sole general partner) is a limited liability company duly organized, validly
existing and in good standing under the Laws of the State of Delaware, has the
power and authority to own its assets and to transact the business in which it
is now engaged, and, if applicable, is duly qualified for the conduct of
business and in good standing under the Laws of each jurisdiction where a
Property is located and each other jurisdiction in which such qualification is
required.

                  Section 5.02 Power and Authority Regarding Loans; No
Conflicts; Compliance With Laws. Each of Borrower, Guarantor and the Other
Mortgagor has full power and authority to consummate the transactions
contemplated hereby and to execute, deliver and perform this Agreement and any
Loan Document to which it is a party. The execution, delivery and performance of
the Obligations required to be performed by Borrower, Guarantor and/or the Other
Mortgagor does not and will not (i) require the consent or approval of its
shareholders, partners or members, as the case may be, or such consent or
approval has been obtained, (ii) contravene its certificate of incorporation,


                                       36
<PAGE>   42


by-laws, partnership agreement or other organizational documents, (iii) violate
in any material way any provision of, or require any filing, registration,
consent or approval under, any Law (including, without limitation, Regulation
U), order, writ, judgment, injunction, decree, determination or award presently
in effect having applicability to it, (iv) require any consent under any
indenture or loan or credit agreement or any other agreement, lease or
instrument to which it may be a party or by which it or its properties may be
bound or affected except for consents which have been obtained, (v) result in,
or require, the creation or imposition of any Lien, upon or with respect to any
of its properties now owned or hereafter acquired or (vi) cause it to be in
default under any such indenture, agreement, lease or instrument, which default
is likely to result in a Material Adverse Change; each of Borrower, Guarantor
and the Other Mortgagor is in material compliance with all Laws applicable to it
and its properties.

                  Section 5.03 Legally Enforceable Agreements. Each Loan
Document is a legal, valid and binding obligation of Borrower, Guarantor and/or
the Other Mortgagor enforceable against said parties in accordance with its
terms, except to the extent that such enforcement may be limited by applicable
bankruptcy, insolvency and other similar Laws affecting creditors' rights
generally.

                  Section 5.04 Litigation. Except as set forth on SCHEDULE 5.04,
there are no actions, suits or proceedings pending or, to its knowledge,
threatened against Borrower, Guarantor, CWH, any Material Affiliate, any
Property or the Improvements thereon, the validity or enforceability of any
Mortgage or the priority of the Lien thereof, at law or in equity, before any
court or arbitrator or any Governmental Authority (and, to the knowledge of
Borrower, there are no such actions, suits or proceedings pending or threatened
against Woodlands, Woodlands Office Equities, Trammell Crow Center, CCRH,
Spectrum Centre or SMA), except actions, suits or proceedings which have been
disclosed to Administrative Agent in writing and which are fully covered by
insurance or would, if adversely determined, not substantially impair the
ability of Borrower, Guarantor, or the Other Mortgagor to pay when due any
amounts which may become payable under the Notes or other Loan Documents or to
otherwise pay and perform their respective Obligations.

                  Section 5.05 Good Title to Properties. Borrower, Guarantor,
the Other Mortgagor and each Material Affiliate have good, marketable and legal
title to all of the properties and assets each of them purports to own
(including, without limitation, those reflected in the financial statements
referred to in Section 5.13), only with exceptions which do not materially
detract from the value of such property or assets or the use thereof in
Borrower's, Guarantor's, the Other Mortgagor's or such Material Affiliate's
business. Borrower, Guarantor, the Other Mortgagor and each Material Affiliate
enjoy peaceful and undisturbed possession of all leased property necessary in
any material respect in the conduct of their respective businesses. All such
leases are valid and subsisting and are in full force and effect.

                  Section 5.06 Taxes. Each of Borrower, Guarantor and the Other
Mortgagor has filed all tax returns (federal, state and local) required to be
filed and has paid all taxes, assessments and governmental charges and levies
due and payable without


                                       37
<PAGE>   43


the imposition of a penalty, including interest and penalties, except to the
extent they are the subject of a Good Faith Contest.

                  Section 5.07 ERISA. Each of Borrower, Guarantor and the Other
Mortgagor is in compliance in all material respects with all applicable
provisions of ERISA. Neither a Reportable Event nor a Prohibited Transaction has
occurred with respect to any Plan which could result in liability of any of said
parties; no notice of intent to terminate a Plan has been filed nor has any Plan
been terminated within the past five (5) years; no circumstance exists which
constitutes grounds under Section 4042 of ERISA entitling the PBGC to institute
proceedings to terminate, or appoint a trustee to administer, a Plan, nor has
the PBGC instituted any such proceedings; Borrower, Guarantor, the Other
Mortgagor and the ERISA Affiliates have not completely or partially withdrawn
under Sections 4201 or 4204 of ERISA from a Multiemployer Plan; Borrower,
Guarantor, the Other Mortgagor and the ERISA Affiliates have met the minimum
funding requirements of Section 412 of the Code and Section 302 of ERISA of each
with respect to the Plans of each and there is no material "Unfunded Current
Liability" (as such quoted term is defined in ERISA) with respect to any Plan
established or maintained by each; and Borrower, Guarantor, the Other Mortgagor
and the ERISA Affiliates have not incurred any liability to the PBGC under ERISA
(other than for the payment of premiums under Section 4007 of ERISA). No part of
the funds to be used by Borrower or Guarantor in satisfaction of their
respective Obligations constitute "plan assets" of any "employee benefit plan"
within the meaning of ERISA or of any "plan" within the meaning of Section
4975(e)(1) of the Code, as interpreted by the Internal Revenue Service and the
U.S. Department of Labor in rules, regulations, releases, bulletins or as
interpreted under applicable case law. Neither the extension of credit evidenced
by the Notes nor any other transaction contemplated under the Loan Documents
constitutes a Prohibited Transaction.

                  Section 5.08 No Default on Outstanding Judgments or Orders.
Borrower, Guarantor, the Other Mortgagor and each Material Affiliate have
satisfied all judgments which are not being appealed, and are not in default
with respect to any judgment, order, writ, injunction, decree, rule or
regulation of any court, arbitrator or federal, state, municipal or other
Governmental Authority, commission, board, bureau, agency or instrumentality,
domestic or foreign, where such default is likely to result in a Material
Adverse Change.

                  Section 5.09 No Defaults on Other Agreements. Except as
disclosed to Administrative Agent in writing, neither Borrower, Guarantor, the
Other Mortgagor nor any Affiliate of any of them is a party to any indenture,
loan or credit agreement or any lease or other agreement or instrument or
subject to any partnership, trust or other restriction which is likely to result
in a Material Adverse Change. Neither Borrower, Guarantor, the Other Mortgagor
nor any Affiliate of any of them is in default in any respect in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any agreement or instrument which is likely to result in
a Material Adverse Change.

                  Section 5.10 Government Regulation. Neither Borrower,
Guarantor nor the Other Mortgagor is subject to regulation under the Investment
Company Act of


                                       38
<PAGE>   44


1940 or any statute or regulation limiting its ability to incur indebtedness for
money borrowed as contemplated hereby.

                  Section 5.11 Environmental Protection. To the best of
Borrower's knowledge, except as disclosed in the Phase I environmental reports
delivered pursuant to paragraph (10) of Section 4.01 (the "Environmental
Reports"), (a) none of Borrower's, Guarantor's or the Other Mortgagor's or any
of their respective Affiliates' properties contains any Hazardous Materials
that, under any Environmental Law currently in effect, (i) would impose
liability on Borrower, Guarantor or the Other Mortgagor that is likely to result
in a Material Adverse Change or (ii) is likely to result in the imposition of a
Lien on any assets of Borrower, Guarantor or the Other Mortgagor, in each case
if not properly handled in accordance with applicable Law; and (b) neither it,
Guarantor, the Other Mortgagor nor any portion of any Property or the
Improvements thereon is in violation of, or subject to any existing, pending or,
to the best of Borrower's knowledge, threatened investigation or proceeding by
any Governmental Authority under, any Environmental Law. Except as described in
the Environmental Reports, (c) neither Borrower, Guarantor nor the Other
Mortgagor is aware of any matter, claim, condition or circumstance which would
reasonably cause a Person to make further inquiry with respect to such matters
in order to ascertain whether any Environmental Discharge has occurred on or to
any portion of any Property, the Improvements thereon or any surrounding areas;
(d) neither Borrower, Guarantor nor the Other Mortgagor is required by any
Environmental Law to obtain any material permits or license to construct or use
any improvements, fixtures, or equipment with respect to any Property, or if
such permit or license is required it has been obtained; and (e) to the best of
Borrower's knowledge, the prior use of each Property has not resulted in any
Environmental Discharge on or to any portion of the Property or any surrounding
areas in violation of applicable Law.

                  Section 5.12 Solvency. Each of Borrower, Guarantor and the
Other Mortgagor is, and upon consummation of the transactions contemplated by
this Agreement, the other Loan Documents and any other documents, instruments or
agreements relating thereto, will be, Solvent.

                  Section 5.13 Financial Statements. Borrower's Consolidating
Financial Statements, Guarantor's Consolidated Financial Statements and the
Other Mortgagor's financial statements most recently delivered to Administrative
Agent pursuant to the terms of this Agreement are in all material respects
complete and correct and fairly present the financial condition of the subjects
thereof as of the dates of and for the periods covered by such statements, all
in accordance with GAAP. There has been no Material Adverse Change since the
date of such most recently delivered Borrower's Consolidating Financial
Statements, Guarantor's Consolidated Financial Statements and the Other
Mortgagor's financial statements, and no borrowings which might give rise to a
Lien or claim against all or any portion of the Collateral or against the
proceeds of the Loans have been made by Borrower or others since the dates of
such most recently delivered Borrower's Consolidating Financial Statements,
Guarantor's Consolidated Financial Statements and the Other Mortgagor's
financial statements.

                  Section 5.14 Valid Existence of Affiliates. At the Closing
Date, the only material Affiliates of Borrower and/or Guarantor are the Material
Affiliates listed on


                                       39
<PAGE>   45


EXHIBIT C. Each Material Affiliate is a corporation, partnership or limited
liability company duly organized and existing in good standing under the Laws of
the jurisdiction of its formation. As to each Material Affiliate, its correct
name, the jurisdiction of its formation, Borrower's and/or Guarantor's
percentage of beneficial interest therein, and the type of business in which it
is primarily engaged, are set forth on said EXHIBIT C. Borrower, Guarantor and
each of their respective Material Affiliates have the power to own their
respective properties and to carry on their respective businesses now being
conducted. Each Material Affiliate is duly qualified as a foreign entity to do
business and is in good standing in every jurisdiction in which the nature of
the respective businesses conducted by it or its respective properties, owned or
held under lease, make such qualification necessary.

                  Section 5.15 Insurance. Borrower and the Other Mortgagor have
in force paid insurance as required by the Mortgages and, generally, Borrower,
Guarantor and the Other Mortgagor have in force paid insurance with financially
sound and reputable insurance companies or associations in such amounts and
covering such risks as are usually carried by companies engaged in the same type
of business and similarly situated.

                  Section 5.16 Accuracy of Information; Full Disclosure. Neither
this Agreement nor any documents, financial statements, reports, notices,
schedules, certificates, statements or other writings furnished by or on behalf
of Borrower or Guarantor to Administrative Agent or any Lender in connection
with the negotiation of this Agreement or the other Loan Documents or the
consummation of the transactions contemplated hereby, or required herein or by
the other Loan Documents to be furnished by or on behalf of Borrower or
Guarantor (other than projections which are made by Borrower or Guarantor in
good faith), contains any untrue or misleading statement of a material fact or
omits a material fact necessary to make the statements herein or therein not
misleading. There is no fact which Borrower has not disclosed to Administrative
Agent and Lenders in writing which materially affects adversely or, so far as
Borrower can now foresee, will materially affect adversely any of the Collateral
or the business, prospects, profits or financial condition of Borrower or
Guarantor or the ability of Borrower or Guarantor to perform this Agreement and
the other Loan Documents.

                  Section 5.17 Separate Tax and Zoning Lot. Except for the
Property identified on SCHEDULE A as Avallon Phase II (with respect to taxes
only), each Property constitutes a distinct parcel for purposes of zoning and of
taxes, assessments and impositions (public or private) and is not otherwise
considered as part of a larger single lot for purposes of zoning or of taxes,
assessments or impositions (public or private). For purposes of the foregoing
representation, Omni Hotel and Austin Center constitute one (1) Property.

                  Section 5.18 Zoning and Other Laws; Covenants and
Restrictions. As to each Property, (i) the Improvements and the uses thereof
comply in all material respects with applicable zoning, ecological, landmark and
other applicable Laws (including any requirements with respect to parking
spaces) and all requirements for such uses have been satisfied and (ii)
Borrower, the Other Mortgagors and each of their


                                       40
<PAGE>   46


respective Properties are in compliance in all material respects with all
applicable restrictions and covenants.

                  Section 5.19 Utilities Available. As to each Property, all
utility services necessary for the operation of the Improvements for their
intended purposes are available and servicing the Property, including water
supply, storm and sanitary sewer, gas, electric power and telephone facilities.

                  Section 5.20 Creation of Liens. Neither Borrower, Guarantor
nor the Other Mortgagor has entered into any contract or arrangement of any kind
the performance of which by the other party thereto would give rise to a Lien on
all or part of the Mortgaged Property prior to any Mortgage.

                  Section 5.21 Roads. As to each Property, all roads necessary
for the full utilization of the Improvements for their intended purposes have
been completed and dedicated to public use and accepted by all appropriate
Governmental Authorities.

                  Section 5.22 Premises Documents and Leases. As to each
Property, (i) the Premises Documents are unmodified and in full force and
effect, there are no defaults under any thereof, and all conditions to the
effectiveness and continuing effectiveness thereof required to be satisfied as
of the date hereof have been satisfied and (ii) (A) all leases are unmodified
(except for such modifications as have been delivered to Administrative Agent
pursuant to the terms of this Agreement) and in full force and effect, there are
no defaults under any thereof except as disclosed to Administrative Agent in
writing, and all conditions to the effectiveness and continuing effectiveness
thereof required to be satisfied as of the date hereof have been satisfied; (B)
the tenant has accepted and now occupies its entire demised premises, all work
required by the lease to be performed by the landlord thereunder has been or
will be completed in accordance with the lease; and the landlord has no current
obligation to reimburse the tenant for any tenant improvement work, money
allowance or similar amount under the lease; (C) no advance rental or other
payment has been made in connection with the lease except rental for the current
month and all base rent, additional rent and other sums owning by the tenant
have been paid in full to and including December 31, 1999; (D) the tenant has no
offsets, set-offs, rebates, concessions, abatements or defenses against or with
respect to rent, additional rent, escalation rent or other sums payable under
the terms of the lease; (E) the amount of the security deposit, if any,
presently held by the landlord under the lease is set forth on the security
deposit reports required to be delivered by Borrower pursuant to the terms of
this Agreement, the landlord holds no other funds of the tenant, and interest is
not payable to the tenant on such security deposit except as may be specifically
set forth on said rent rolls; (F) there are no options to purchase all or part
of the demised premises contained in the lease, other than as set forth on
SCHEDULE 5.22; and (G) no tenant has delivered a notice of termination or
cancellation under its lease.

                  Section 5.23 Applicability of Representations and Warranties
to Residential Corporations and Investment Partnerships. Lenders agree that the
representations and warranties made by Borrower in this Agreement with respect
to any Affiliate (whether or not a Material Affiliate) in which Guarantor does
not own a


                                       41
<PAGE>   47


controlling interest or otherwise control the day to day business operations
shall be limited to the best of Borrower's knowledge and belief.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

                  So long as any of the Notes shall remain unpaid, or the Loan
Commitments remain in effect, or any other amount is owing to Administrative
Agent or any Lender under any Loan Document or otherwise in respect of the
Loans, Borrower shall, and, in the case of Sections 6.01 through 6.07,
inclusive, shall (except as otherwise expressly provided) cause Guarantor, and,
in the case of Section 6.01 through 6.07, inclusive, 6.10, 6.11 and 6.12, shall
(except as otherwise expressly provided) cause the Other Mortgagor to:

                  Section 6.01 Maintenance of Existence. Preserve and maintain
its legal existence and good standing in the jurisdictions of its organization
and, if required by applicable Law, where each Property is located, and qualify
and remain qualified as a foreign entity in each other jurisdiction in which
such qualification is required.

                  Section 6.02 Maintenance of Records. Keep adequate records and
books of account, in which complete entries will be made reflecting all of its
financial transactions, in accordance with GAAP.

                  Section 6.03 Maintenance of Insurance. At all times, maintain
and keep in force (i) (in the case of Borrower only) the insurance required by
each of the Mortgages and (ii) insurance with financially sound and reputable
insurance companies or associations in such amounts and covering such risks as
are usually carried by companies engaged in the same type of business and
similarly situated, which insurance shall be reasonably acceptable to
Administrative Agent and may provide for reasonable deductibility from coverage
thereof.

                  Section 6.04 Compliance with Laws; Payment of Taxes. Comply in
all material respects with all Laws applicable to it or to any of its properties
or any part thereof, such compliance to include, without limitation, paying
before the same become delinquent all taxes, assessments and governmental
charges imposed upon it or upon its property, except to the extent they are the
subject of a Good Faith Contest.

                  Section 6.05 Right of Inspection. At any reasonable time and
from time to time upon reasonable notice, permit Administrative Agent or any
agent or representative thereof to examine and make copies and abstracts from
its records and books of account and to discuss its affairs, finances and
accounts with the independent accountants of Borrower; as to each Property,
cooperate with the Engineering Consultant to enable it to perform its functions
hereunder, as to each Property, keep on site (other than the insurance policies
referred to below which may be kept at Borrower's principal office if part of a
master or blanket policy) and available for inspection by Administrative Agent,
(i) a complete set of the plans and specifications for the Improvements, a site
plan


                                       42
<PAGE>   48


(showing all necessary approvals, utility connections and site improvements) and
all inspection and test records and reports made for the Property, (ii) copies
of any and all authorizations, including plot plan and subdivision approvals,
zoning variances, sewer, building and other permits, required by all
Governmental Authorities for the use, occupancy and operation of the Property
and/or Improvements in accordance with all applicable building, environmental,
ecological, landmark, subdivision and zoning Laws and (iii) copies of all
insurance policies required by the Loan Documents with respect to such Property;
and permit Administrative Agent or any Lender or any agent or representative
thereof, at reasonable times, on reasonable advance notice and at reasonable
frequencies, to visit and inspect any of its properties (including the
Properties), provided that no such visit or inspection shall unduly interfere
with the conduct of Borrower's, Guarantor's, or the Other Mortgagor's or their
respective tenants' business.

                  Section 6.06 Compliance With Environmental Laws. Comply in all
material respects with all applicable Environmental Laws and timely pay or cause
to be paid all costs and expenses incurred in connection with such compliance,
except to the extent the same are the subject of a Good Faith Contest; and at
its sole cost and expense, promptly remove or otherwise remediate in accordance
with Environmental Laws, or cause the removal or remediation of, any and all
Hazardous Materials at any time identified as being on, in, under or affecting
any Property or the Improvements thereon in violation of applicable
Environmental Law.

                  Section 6.07 Maintenance of Properties. Do all things
reasonably necessary to maintain, preserve, protect and keep its properties in
good repair, working order and condition.

                  Section 6.08 Payment of Costs. Pay all costs and expenses
required for the satisfaction of the conditions of this Agreement, including,
without limitation, (i) all document and stamp taxes, recording and filing
expenses and fees and commissions lawfully due to brokers in connection with the
transactions contemplated hereby and (ii) any taxes, assessments, impositions
(public or private), insurance premiums, Liens, security interests or other
claims or charges against any Property.

                  Section 6.09 Reporting and Miscellaneous Document
Requirements. Furnish directly to Administrative Agent (who will promptly
furnish to each Lender):

                  (1) Annual Financial Statements. As soon as available and in
         any event within ninety five (95) days after the end of each Fiscal
         Year, Borrower's Consolidating Financial Statements, Guarantor's
         Consolidated Financial Statements and the Other Mortgagor's financial
         statements, as of the end of and for such Fiscal Year, each in
         reasonable detail and stating in comparative form the respective
         figures for the corresponding date and period in the prior Fiscal Year,
         certified by the entity's chief financial officer or, in the case of
         the Other Mortgagor, by another appropriate officer and audited by
         Guarantor's Accountants;


                                       43
<PAGE>   49


                  (2) Quarterly Financial Statements. As soon as available and
         in any event within forty-five (45) days after the end of each calendar
         quarter, unaudited Borrower's Consolidating Financial Statements,
         Guarantor's Consolidated Financial Statements and the Other Mortgagor's
         financial statements, as of the end of and for such calendar quarter,
         each in reasonable detail and stating in comparative form the
         respective figures for the corresponding date and period in the prior
         Fiscal Year and certified by Guarantor's chief financial officer or, in
         the case of the Other Mortgagor, by another appropriate officer;

                  (3) Certificate of No Default and Financial Compliance. Within
         forty-five (45) days after the end of each calendar quarter, a
         certificate of Guarantor's chief financial officer (i) stating that, to
         the best of his or her knowledge, no Default or Event of Default has
         occurred and is continuing, or if a Default or Event of Default has
         occurred and is continuing, specifying the nature thereof and the
         action which is proposed to be taken with respect thereto and (ii)
         stating that the covenants contained in Article VIII and in paragraphs
         9 and 10 of the Guaranty have been complied with (or specifying those
         that have not been complied with) and including computations, in
         reasonable detail, demonstrating such compliance (or non-compliance);

                  (4) Certificate of Borrower's Accountants. Simultaneously with
         the delivery of the annual financial statements required by paragraph
         (1) of this Section, (i) a statement of Guarantor's Accountants who
         audited such financial statements comparing the computations set forth
         in the financial compliance certificate required by paragraph (3) of
         this Section to the audited financial statements required by paragraph
         (1) of this Section and (ii) when the audited financial statements
         required by paragraph (1) of this Section have a qualified auditor's
         opinion, a statement of Guarantor's Accountants who audited such
         financial statements of whether, to their knowledge, any Default or
         Event of Default has occurred and is continuing;

                  (5) Notice of Litigation. Promptly after the commencement and
         knowledge thereof, notice of all actions, suits, and proceedings before
         any court or arbitrator or any Governmental Authority, affecting (i)
         Borrower, Guarantor or the Other Mortgagor which, if determined
         adversely to Borrower, Guarantor or the Other Mortgagor, are likely to
         result in a Material Adverse Change or (ii) all or any portion of the
         Collateral;

                  (6) Notices of Defaults and Events of Default. As soon as
         possible and in any event within ten (10) days after Borrower becomes
         aware of the occurrence of a material Default or any Event of Default,
         a written notice setting forth the details of such Default or Event of
         Default and the action which is proposed to be taken with respect
         thereto;

                  (7) Dispositions or Acquisitions of Assets. Within thirty (30)
         days after the occurrence thereof, written notice of any Disposition or
         acquisition of assets (other than acquisitions or Dispositions of
         investments such as certificates of deposit, Treasury securities and
         money market deposits in the ordinary course


                                       44
<PAGE>   50


         of Guarantor's cash management) by Guarantor in excess of $25,000,000,
         together with, in the case of any acquisition of such an asset, (i) a
         certificate, of the sort required by clause (ii) of paragraph (3) of
         this Section, containing covenant compliance calculations that include
         the pro-forma adjustments set forth in paragraph 11 of the Guaranty,
         which calculations shall demonstrate Guarantor's compliance, on a
         pro-forma basis, as of the end of the most recently ended calendar
         quarter for which financial results are required hereunder to have been
         reported, with all covenants of Guarantor enumerated in said clause
         (ii) of paragraph (3) and (ii) such other information relating to the
         acquisition as Administrative Agent may reasonably request;

                  (8) Material Adverse Change. As soon as is practicable and in
         any event within five (5) days after knowledge of the occurrence of any
         event or circumstance which is likely to result in or has resulted in a
         Material Adverse Change, written notice thereof;

                  (9) Offices. Thirty (30) days' prior written notice of any
         change in the chief executive office or principal place of business of
         Borrower or Guarantor;

                  (10) Environmental and Other Notices. As soon as possible and
         in any event within thirty (30) days after receipt, copies of (i) all
         Environmental Notices received by Borrower, Guarantor or the Other
         Mortgagor which are not received in the ordinary course of business and
         which relate to any Property or a situation which is likely to result
         in a Material Adverse Change and (ii) all reports of any official
         searches made by any Governmental Authority having jurisdiction over
         any Property or the Improvements thereon, and of any claims of material
         violations thereof;

                  (11) Insurance Coverage. Promptly, such information concerning
         Borrower's or Guarantor's insurance coverage as Administrative Agent
         may reasonably request;

                  (12) Proxy Statements, Etc. Promptly after the sending or
         filing thereof, copies of all proxy statements, financial statements
         and reports which Borrower, Guarantor or any Material Affiliate sends
         to its shareholders, and copies of all regular, periodic and special
         reports, and all registration statements which Borrower, Guarantor or
         any Material Affiliate files with the Securities and Exchange
         Commission or any Governmental Authority which may be substituted
         therefor, or with any national securities exchange;

                  (13) Bankruptcy of Tenants. Promptly after becoming aware of
         the same, written notice of the bankruptcy, insolvency or cessation of
         operations of (i) any tenant in any property of Guarantor or in which
         Guarantor has an interest to which 5% or more of aggregate minimum rent
         payable to Guarantor directly or through its "Consolidated Businesses"
         or "UJV's" (as such quoted terms are defined in the Guaranty) is
         attributable or (ii) the tenant under any Major Lease;


                                       45
<PAGE>   51


                  (14) Rent Rolls, Leasing Reports and Other Property
         Information. As soon as available and in any event within forty-five
         (45) days after the end of each calendar quarter, a rent roll, security
         deposit report, leasing report (including lease expirations) and
         operating and cash statements, all for each Property;

                  (15) Capital Expenditures and Budgets. As soon as available
         and in any event within ninety (90) days after the end of each Fiscal
         Year, a schedule of such Fiscal Year's capital expenditures, a budget
         for the next Fiscal Year's planned capital expenditures and a detailed
         operating budget for such next Fiscal Year, including supporting
         schedules, all for each Property;

                  (16) Receipts for Impositions. Promptly following the payment
         of any taxes, assessments, levies, charges or other impositions imposed
         on or assessed against any Property, or any part thereof, copies of the
         receipted bills therefor or other reasonably acceptable evidence of
         payment; and

                  (17) General Information. Promptly, such other information
         respecting the condition or operations, financial or otherwise, of
         Borrower, Guarantor, the Other Mortgagors, any Property or any other
         properties of Borrower or Guarantor as Administrative Agent may from
         time to time reasonably request.

                  Section 6.10 Premises Documents; Leases. As to each Property,
(i) deliver to Administrative Agent, promptly following the execution thereof,
copies of (x) all amendments or supplements to any Premises Documents or any
lease and (y) all leases, together with (A) to the extent available, current
financial statements of the tenants thereunder (and of any guarantors of such
tenants' obligations) and (B) notices of assignment in the form of EXHIBIT F;
(ii) keep all Premises Documents and leases in full force and effect, faithfully
comply with and perform all of its obligations thereunder and at all times do
all things reasonably necessary to compel performance by the parties to the
Premises Documents or the tenants under such leases, as the case may be, of all
material obligations, covenants and agreements by such parties or tenants, as
the case may be, to be kept and performed thereunder; (iii) without
Administrative Agent's prior written consent, which consent will not be
unreasonably withheld or delayed, not (x) enter into or modify (other than
immaterial modifications) any Premises Document or Major Lease where such action
involves (A) a net space contraction or space contraction payment, (B) a net
reduction in rent, (C) the shortening of any lease term or (D) a material
increase in the landlord's potential liability or financial obligation, (y)
modify (other than immaterial modification), release or terminate any guaranty
of any Major Lease or (z) enter into any lease (other than a Major Lease) of any
portion of the Improvements unless such lease is (A) substantially on a standard
form approved by Administrative Agent, (B) at commercially reasonable market
rent and (C) otherwise on commercially reasonable terms; (iv) without
Administrative Agent's prior written consent (which will not be unreasonably
withheld or delayed), except where the tenant is in default thereunder, not
terminate or consent to the termination or surrender of any lease of any portion
of the Improvements having an unexpired term of one (1) year or more except (x)
in the case of a Major Lease, where a substitute lease, approved by
Administrative Agent in accordance with this Section, is entered into or (y) in
the case of any other lease, in the normal course of business consistent with
sound and customary


                                       46
<PAGE>   52


leasing and management practices for similar properties; (v) deliver promptly to
Administrative Agent copies of any material notices which it gives or receives
under any Premises Document or Major Lease; (vi) deliver to Administrative
Agent, within thirty (30) days following Administrative Agent's request
therefor, subordination, non-disturbance and attornment agreements (on
Administrative Agent's then standard form) from the tenants under such Major
Leases as Administrative Agent may from time to time specify; and (vii) deliver
to Administrative Agent, within thirty (30) days following any request by
Administrative Agent made within sixty (60) days of the Closing Date, estoppel
certificates from any tenants who have more than one lease of space in the
Improvements on such Property, which leases demise, in the aggregate, 10,000
square feet or more. Notwithstanding the foregoing, Borrower shall be required
to comply with requirements of clauses (i) through (vii) above with respect to
Woodlands, Spectrum Centre and Trammel Crow only to the extent it is able to do
so with reasonable effort. As to the Office Properties, not enter into any
Equity Share Leases covering more than 7% of the leasable area of the
Improvements on any single Office Property (other than the lease to be entered
into with Infospinner, Inc., a Delaware corporation, covering approximately
60,000 square feet in the Improvements on the Property identified on SCHEDULE A
as Palisades Central I) or more than 3% of the leasable area of the Improvements
on all Office Properties as a whole.

                  Provided there exists no Event of Default, except as expressly
provided in this Section 6.10 and in Section 1.14 of each of the Mortgages,
Borrower and the Other Mortgagor shall have the authority to enter into such
executions, modifications, terminations or extensions of leases with respect to
each Property and to undertake all other commercially reasonable actions in
exercising its legal remedies as landlord under the leases. With respect to any
action that requires Administrative Agent's prior written consent pursuant to
this Section, Administrative Agent shall be deemed to have approved Borrower's
written request for approval if Administrative Agent fails to respond, either by
reasonably requesting additional information or by disapproving the request,
within five (5) Business Days after Administrative Agent's receipt of such
request from Borrower, provided such request shall make specific reference to
the provisions of this of this Section and shall expressly state, in solid
capital letters on the first page thereof: "YOU ARE HEREBY REMINDED THAT YOUR
FAILURE TO PROVIDE NOTIFICATION OF APPROVAL OR DISAPPROVAL NOT LATER THAN FIVE
(5) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST SHALL BE DEEMED, PURSUANT
TO SECTION 6.10 OF THE LOAN AGREEMENT, TO CONSTITUTE YOUR APPROVAL THEREOF."

                  In the case of each Equity Share Lease, Borrower shall (or
cause the Other Mortgagor to), simultaneously with its entering into such Equity
Share Lease, (i) execute and deliver to Administrative Agent a pledge agreement,
in form reasonably satisfactory to Administrative Agent, as security for the
Loans, with respect to any Permitted Stock received by the landlord in
connection with such Equity Share Lease and (ii) deliver to Administrative Agent
possession of the original stock certificates evidencing such Permitted Stock,
to be held by Administrative Agent to perfect its security interest in such
Permitted Stock.


                                       47
<PAGE>   53


                  Section 6.11 Compliance with Covenants, Restrictions and
Easements. Comply with all restrictions, covenants and easements affecting each
Property or the Improvements thereon and cause the satisfaction of all
conditions of this Agreement.

                  Section 6.12 Management and Leasing Contracts. Deliver to
Administrative Agent, as and when executed, certified copies of all management
and leasing contracts entered into with respect to any Property, each of which
shall be entered into with a party, and on terms and conditions, reasonably
acceptable to Administrative Agent; and contemporaneously with entering into
each such contract, at Administrative Agent's option, cause each of the
foregoing to be subordinated and collaterally assigned to Administrative Agent
for the benefit of Lenders as additional security for the Loans and/or cause the
service provider under each such contract to undertake, inter alia, to continue
performance on Lenders' behalf without additional cost in the event of a
Default; and keep in full force and effect and not materially modify the
management and leasing agreement(s) approved pursuant to paragraph (16) of
Section 4.01 without Administrative Agent's prior written consent.

                  Section 6.13 Interest Rate Protection. Promptly following
Administrative Agent's request, enter into an interest rate hedging agreement(s)
with UBS (or one or more other financial institutions satisfactory to
Administrative Agent) covering $300,000,000, for the remaining term of the Loan
or longer, at a maximum all-in-rate of 10.5%, and Borrower shall collaterally
assign to Administrative Agent, for the benefit of Lenders, all of Borrower's
rights in and to such interest rate hedging agreement.

                                  ARTICLE VII

                        SINGLE PURPOSE ENTITY AND CONTROL

                  So long as any of the Notes shall remain unpaid, or the Loan
Commitments remain in effect, or any other amount is owing to Administrative
Agent or any Lender under any Loan Document or otherwise in respect of the
Loans:

                  Section 7.01 Single Purpose Entity.

                  (a) Borrower represents and warrants that it and its sole
general partner, CRE Management VIII, LLC (such sole general partner,
"Principal"), and, by its execution of this Agreement Principal represents and
warrants that Principal, shall be a specifically-formed single-purpose entity
and that neither Borrower nor Principal has, and covenants and agrees that
neither Borrower nor Principal shall:

                  (i) with respect to Borrower, engage in any business or
         activity other than the ownership, operation and maintenance of the
         Properties and activities incidental thereto; and with respect to
         Principal, engage in any business or activity other than the ownership
         of its interest in Borrower and such activities as are directly related
         to its acting as general partner of Borrower;


                                       48
<PAGE>   54


                  (ii) with respect to Borrower, acquire or own any material
         assets other than (A) the Properties, (B) such incidental personal
         property as may be necessary for the operation of the Properties and
         (C) Permitted Stock acquired under Equity Share Leases; and with
         respect to Principal, acquire or own any material assets other than its
         ownership interest in Borrower and such incidental personal property as
         may be necessary in connection therewith;

                  (iii) merge into or consolidate with any Person or dissolve,
         terminate or liquidate in whole or in part, transfer or otherwise
         dispose of all or substantially all of its assets or change its legal
         structure;

                  (iv) fail to preserve its existence as an entity duly
         organized, validly existing and in good standing (if applicable) under
         the laws of the jurisdiction of its organization or formation, or,
         without the prior consent of the Required Lenders, amend, modify or
         terminate any provisions of its organizational documents which relate
         to separateness or the role of the Independent Manager or which may
         hereafter be required by this Agreement;

                  (v) own any subsidiary or make any investment in any Person
         other than, with respect to Borrower, Permitted Stock acquired under
         any Equity Share Lease and, with respect to Principal, its interest in
         Borrower;

                  (vi) commingle its assets with the assets of any of its
         general partners, managing members, Affiliates or Principals, or of any
         other Person;

                  (vii) with respect to Borrower, incur any debt, secured or
         unsecured, direct or contingent (including guaranteeing any
         obligation), other than (A) the Loans, (B) indebtedness in the ordinary
         course of its business of owning and operating the Properties, provided
         that such indebtedness is not evidenced by a note and is paid when due
         (but in any event, within sixty (60) days of the date incurred); and
         with respect to Principal, incur any debt, secured or unsecured, direct
         or contingent (including guaranteeing any obligation);

                  (viii) become insolvent or fail to pay its debts and
         liabilities from its assets as the same shall become due;

                  (ix) fail to maintain its records, books of account and bank
         accounts (if any) separate and apart from those of any other Person;

                  (x) enter into any contract or agreement with any Affiliate of
         Borrower or of Principal, except upon terms and conditions that are
         substantially similar to those that would be available on an
         arm's-length basis with third parties other than such Affiliate;

                  (xi) partition, or seek to partition, any of the Properties,
         or seek the dissolution or winding up, in whole or in part, of Borrower
         or of Principal, as the case may be;

                  (xii) fail to correct any known misunderstandings regarding
         the separate identity of Borrower or Principal, as the case may be;


                                       49
<PAGE>   55
                  (xiii) hold itself out to be responsible for the debts of
         another Person;

                  (xiv) make any loans or advances to any third party, including
         any Affiliate of Borrower or of Principal;

                  (xv) fail to file its own tax returns, if required, unless
         part of the consolidated returns of another Person;

                  (xvi) agree to, enter into or consummate any transaction which
         would render Borrower unable to make the representation contained in
         Section 5.12;

                  (xvii) fail either to hold itself out to the public as a legal
         entity separate and distinct from any other Person or to conduct its
         business solely in its own name in order not (A) to mislead others as
         to the identity with which such other party is transacting business or
         (B) to suggest that Borrower or Principal, as the case may be, is
         responsible for the debts of any third party (including any Affiliate
         of Borrower or of Principal);

                  (xviii) hold itself out as or be designated as a department or
         division of (A) any Affiliate of Borrower or of Principal or (B) any
         other Person; or

                  (xix) file or consent to the filing of any bankruptcy or
         insolvency petition or otherwise institute insolvency proceedings with
         respect to itself or any entity in which it has a direct or indirect
         ownership interest without, in the case of Borrower, the unanimous
         consent of all partners and the consent of the Independent Manager and,
         in the case of Principal, the unanimous consent of all members, the
         consent of its Manager and the consent of the Independent Manager.

                  (b) Borrower and Principal covenant and agree that (i) the
limited partnership agreement of Borrower shall provide that (A) Borrower shall
dissolve only with the unanimous consent of all partners and the consent of the
Independent Manager and (B) any provision of such partnership agreement that
requires the consent of the Independent Manager for a particular action may not
be amended without the consent of the Independent Manager; (ii) the limited
liability company agreement of Principal shall provide that (A) Principal shall
be (x) governed by a Manager and (y) at all times have an Independent Manager
who will have the right to consent to certain actions by Principal, (B)
Principal shall dissolve only with the unanimous consent of all members, the
consent of its Manager and the consent of the Independent Manager and (C) any
provision of such limited liability company agreement that requires the consent
of the Independent Manager for a particular action may not be amended without
the consent of the Independent Manager; (iii) at all times, Principal shall have
an Independent Manager; and (iv) the partnership agreement and limited liability
company agreement of Borrower and Principal, respectively, shall include
provisions substantially similar to those contained in paragraph (a) of this
Section.

                  (c) As used in this Agreement, the term "Independent Manager"
means an individual, acting in the capacity described in clause (ii) (A) (y) of
paragraph (b) above, who is not at the time of initial appointment, or at any
time while serving as


                                       50
<PAGE>   56


Independent Manager, and has not been at any time during the preceding five (5)
years, (i) a stockholder, director, officer, employee, partner, attorney or
counsel of Principal, Borrower, Guarantor or any Affiliate thereof, (ii) a
customer, supplier or other Person who derives any of its purchases or revenues
from its activities with Principal, Borrower, Guarantor or any Affiliate
thereof, (iii) an Affiliate of any such stockholder, partner, customer, supplier
or other Person or (iv) a member of the immediate family of any such
stockholder, director, officer, employee, partner, customer, supplier or other
Person. An individual that otherwise satisfies the foregoing shall not be
disqualified from serving as an Independent Manager if such individual is at the
time of initial appointment, or at any time while serving as an Independent
Manager, an independent manager of an Affiliate of Principal, Borrower,
Guarantor or independent manager or director of a "special purpose entity"
affiliated with Principal, Borrower or Guarantor.

                  Section 7.02 Ownership and Control. Borrower shall not at any
time permit or suffer (i) without the approval of Administrative Agent, the
failure of CEI LP to be the sole member of the sole general partner of Borrower
or the failure of Borrower or CWH to be wholly-owned and controlled subsidiaries
of CEI LP or the failure of SMA to be a majority owned and controlled subsidiary
of Borrower or the failure of CCRH to be a 99.9% owned and controlled subsidiary
of CEI LP; or (ii) the failure of CEI LP to be controlled by, and at least 75%
beneficially owned by (in either case, directly or indirectly) CEI; or (iii) the
failure of CEI Ltd. to be a wholly-owned and controlled subsidiary of CEI.

                                  ARTICLE VIII

                               FINANCIAL COVENANTS

                  Section 8.01 Financial Covenants. So long as any of the Notes
shall remain unpaid, or the Loan Commitments remain in effect, or any other
amount is owing to Administrative Agent or any Lender under any Loan Document or
otherwise in respect of the Loans, Borrower shall not permit or suffer any or
all of the following:

                  (1) Leverage. As of the end of any calendar quarter, the
         outstanding principal amount under the Notes plus the total amount of
         outstanding Letters of Credit to exceed the sum of (i) 65% of Office
         Value plus (ii) 55% of Hotel Value.

                  (2) Debt Yield. For any calendar quarter, the ratio of (i) the
         aggregate of Property Net Operating Income for all Properties for such
         quarter and the three (3) immediately preceding calendar quarters to
         (ii) the outstanding principal amount of the Notes plus the total
         amount of outstanding Letters of Credit as of the end of such quarter,
         to be less than 13.5%.

                  (3) Hotel Debt Yield. For any calendar quarter, the ratio of
         (i) the aggregate of Property Net Operating Income for all Hotel
         Properties for such quarter and the three (3) immediately preceding
         calendar quarters to (ii) the product of (x) the ratio of Hotel Value
         to Total Value, each as of the end of such quarter, multiplied by (y)
         the outstanding principal amount of the Notes plus the


                                       51
<PAGE>   57


         total amount of outstanding Letters of Credit as of the end of such
         quarter, to be less than 15%.

                  (4) Interest Coverage. For any calendar quarter, the ratio of
         (i) the aggregate of Property Net Operating Income for all Properties
         for such quarter and the three (3) immediately preceding calendar
         quarters to (ii) interest on the Notes for such quarter and the three
         (3) immediately preceding calendar quarters, to be less than 1.5 to
         1.0.

                                   ARTICLE IX

                                EVENTS OF DEFAULT

                  Section 9.01 Events of Default. Any of the following events
shall be an "Event of Default":

                  (1) If Borrower shall: fail to pay the principal of any Notes
         as and when due; or fail to pay interest accruing on any Notes as and
         when due, and such failure to pay shall continue unremedied for two (2)
         Business Days after the due date of such interest; or fail to pay any
         fee or any other amount due under this Agreement or any other Loan
         Document as and when due and such failure to pay shall continue
         unremedied for two (2) Business Days after notice by Administrative
         Agent of such failure to pay; or

                  (2) If any representation or warranty made by Borrower,
         Guarantor or the Other Mortgagor in this Agreement or in any other Loan
         Document or which is contained in any certificate, document, opinion,
         financial or other statement furnished at any time under or in
         connection with a Loan Document shall prove to have been incorrect in
         any material respect on or as of the date made; or

                  (3) If Borrower (i) shall fail to perform or observe any term,
         covenant or agreement contained in Article VII or Article VIII; or (ii)
         if Guarantor shall fail to perform or observe any term, covenant or
         agreement contained in paragraphs 9 or 10 of the Guaranty; or (iii) if
         any of Borrower, Guarantor or the Other Mortgagor shall fail to perform
         or observe any term, covenant or agreement contained in this Agreement
         (other than obligations specifically referred to elsewhere in this
         Section 9.01) or any other Loan Document, or any other document
         executed by Borrower, Guarantor or the Other Mortgagor and delivered to
         Administrative Agent or Lenders in connection with the transactions
         contemplated hereby and such failure under this clause (iii) shall
         remain unremedied for thirty (30) consecutive days after notice thereof
         to Borrower (or such shorter cure period as may be expressly prescribed
         in the applicable document); provided, however, that if any such
         default under clause (iii) above cannot by its nature be cured within
         such thirty (30) day, or shorter, as the case may be, grace period and
         so long as Borrower, Guarantor or the Other Mortgagor, as the case may
         be, shall have commenced cure within such thirty (30) day, or shorter,
         as the case may be, grace period and shall, at all times thereafter,


                                       52
<PAGE>   58


         diligently prosecute the same to completion, Borrower, Guarantor or the
         Other Mortgagor, as the case may be, shall have an additional period,
         not to exceed sixty (60) days, to cure such default; in no event,
         however, is the foregoing intended to effect an extension of the
         Maturity Date; or

                  (4) If any of Borrower, Guarantor or the Other Mortgagor shall
         fail (i) to pay any Debt (other than the payment obligations described
         in paragraph (1) of this Section) in an amount equal to or greater
         than, in the case of Borrower and the Other Mortgagor, $1,000,000, or,
         in the case of Guarantor, $25,000,000, in any such case when due
         (whether by scheduled maturity, required prepayment, acceleration,
         demand, or otherwise) after the expiration of any applicable grace
         period; or (ii) to perform or observe any material term, covenant, or
         condition under any agreement or instrument relating to any such Debt,
         when required to be performed or observed, if the effect of such
         failure to perform or observe is to accelerate, or to permit the
         acceleration of, after the giving of notice or the lapse of time, or
         both, the maturity of such Debt, or any such Debt shall be declared to
         be due and payable, or required to be prepaid (other than by a
         regularly scheduled or otherwise required prepayment), prior to the
         stated maturity thereof; or

                  (5) If Borrower, Guarantor, the Other Mortgagor, or any
         Material Affiliate to which $50,000,000 or more of "Capitalization
         Value" (as such quoted term is defined in the Guaranty) is
         attributable, shall (i) generally not, or be unable to, or shall admit
         in writing its inability to, pay its debts as such debts become due; or
         (ii) make an assignment for the benefit of creditors, petition or apply
         to any tribunal for the appointment of a custodian, receiver or trustee
         for it, all or any portion of any Property or a substantial part of its
         other assets; or (iii) commence any proceeding under any bankruptcy,
         reorganization, arrangement, readjustment of debt, dissolution or
         liquidation Law of any jurisdiction, whether now or hereafter in
         effect; or (iv) have had any such petition or application filed or any
         such proceeding shall have been commenced, against it or all or any
         portion of any Property, in which an adjudication or appointment is
         made or order for relief is entered, or which petition, application or
         proceeding remains undismissed or unstayed for a period of sixty (60)
         days or more; or (v) be the subject of any proceeding under which all
         or any portion of any Property or all or a substantial part of its
         other assets may be subject to seizure, forfeiture or divestiture; or
         (vi) by any act or omission indicate its consent to, approval of or
         acquiescence in any such petition, application or proceeding or order
         for relief or the appointment of a custodian, receiver or trustee for
         all or any portion of any Property or all or any substantial part of
         its other property; or (vii) suffer any such custodianship,
         receivership or trusteeship for any or any portion of any Property or
         all or any substantial part of its other property, to continue
         undischarged for a period of sixty (60) days or more; or

                  (6) If one or more judgments, decrees or orders for the
         payment of money aggregating in excess of $1,000,000 shall be rendered
         against Borrower or the Other Mortgagor, or in excess of $25,000,000
         shall be rendered against Guarantor, or in excess of $5,000,000 shall
         be rendered against any Material


                                       53
<PAGE>   59


         Affiliate, and any such judgments, decrees or orders shall continue
         unsatisfied and in effect for a period of thirty (30) consecutive days
         without being vacated, discharged, satisfied or stayed or bonded
         pending appeal; or

                  (7) If any of the following events shall occur or exist with
         respect to Borrower, Guarantor, the Other Mortgagor or any ERISA
         Affiliate: (i) any Prohibited Transaction involving any Plan; (ii) any
         Reportable Event with respect to any Plan; (iii) the filing under
         Section 4041 of ERISA of a notice of intent to terminate any Plan or
         the termination of any Plan; (iv) any event or circumstance which would
         constitute grounds for the termination of, or for the appointment of a
         trustee to administer, any Plan under Section 4042 of ERISA, or the
         institution by the PBGC of proceedings for any such termination or
         appointment under Section 4042 of ERISA; or (v) complete or partial
         withdrawal under Section 4201 or 4204 of ERISA from a Multiemployer
         Plan or the reorganization, insolvency, or termination of any
         Multiemployer Plan; and in each case above, if such event or
         conditions, if any, could in the reasonable opinion of any Lender
         subject Borrower, Guarantor, the Other Mortgagor or any ERISA Affiliate
         to any tax, penalty, or other liability to a Plan, Multiemployer Plan,
         the PBGC or otherwise (or any combination thereof) which in the
         aggregate exceeds or is likely to exceed $50,000; or

                  (8) If an "Event of Default" shall occur under any Mortgage
         (as such quoted term is defined therein); or

                  (9) If, at any time, (i) CEI LP (or in the case of Spectrum,
         Woodlands, Trammell Crow Center and those Office Properties identified
         on SCHEDULE A as Three Westlake and Four Westlake, the Person currently
         serving as property manager/leasing agent therefor), or a replacement
         manager/leasing agent acceptable in all respects to Administrative
         Agent (other than CEI LP which shall be deemed to be acceptable to
         Administrative Agent), shall cease to provide the management and
         leasing services for any Office Property or (ii) any of the Hotel
         Properties are managed by a Person which has not been approved by
         Administrative Agent; or

                  (10) If, at any time, CEI is not a qualified real estate
         investment trust under Sections 856 through 860 of the Code or is not a
         publicly traded company listed on a recognized U.S. national stock
         exchange; or

                  (11) If, at any time, a Material Adverse Change shall occur;
         or

                  (12) If, at any time, any portion of Borrower's, Guarantor's
         or the Other Mortgagor's assets constitute plan assets for ERISA
         purposes (within the meaning of C.F.R. Section 2510.3-101).

                  Section 9.02 Remedies. If any Event of Default shall occur and
be continuing, Administrative Agent shall, upon request of the Required Lenders,
(i) declare the outstanding balance of the Notes, all interest thereon, and all
other amounts payable under this Agreement and the other Loan Documents to be
forthwith due and payable,


                                       54
<PAGE>   60


whereupon such balance, all such interest, and all such amounts due under this
Agreement and under the other Loan Documents shall become and be forthwith due
and payable, without presentment, demand, protest, or further notice of any
kind, all of which are hereby expressly waived by Borrower and/or (ii) exercise
any remedies provided in any of the Loan Documents or by Law.

                                    ARTICLE X

                  ADMINISTRATIVE AGENT; RELATIONS AMONG LENDERS

                  Section 10.01 Appointment, Powers and Immunities of
Administrative Agent. Each Lender hereby irrevocably appoints and authorizes
Administrative Agent to act as its agent hereunder and under any other Loan
Document with such powers as are specifically delegated to Administrative Agent
by the terms of this Agreement and any other Loan Document, together with such
other powers as are reasonably incidental thereto. Administrative Agent shall
have no duties or responsibilities except those expressly set forth in this
Agreement and any other Loan Document or required by Law, and shall not by
reason of this Agreement be a fiduciary or trustee for any Lender except to the
extent that Administrative Agent acts as an agent with respect to the receipt or
payment of funds (nor shall Administrative Agent have any fiduciary duty to
Borrower nor shall any Lender have any fiduciary duty to Borrower or to any
other Lender). No implied covenants, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise exist against
Administrative Agent. Neither Administrative Agent nor any of its directors,
officers, employees, agents, attorneys-in-fact or Affiliates shall be
responsible to any Lender for any recitals, statements, representations or
warranties made by Borrower or any officer, partner or official of Borrower or
any other Person contained in this Agreement or any other Loan Document, or in
any certificate or other document or instrument referred to or provided for in,
or received by any of them under, this Agreement or any other Loan Document, or
for the value, legality, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document or any other document
or instrument referred to or provided for herein or therein, for the perfection
or priority of any Lien securing the Obligations or for any failure by Borrower
to perform any of its Obligations. Administrative Agent may employ agents and
attorneys-in-fact and shall not be responsible, except as to money or securities
received by it or its authorized agents, for the negligence or misconduct of any
such agents or attorneys-in-fact selected by it with reasonable care. Neither
Administrative Agent nor any of its directors, officers, employees, agents,
attorneys-in-fact or Affiliates shall be liable or responsible for any action
taken or omitted to be taken by it or them hereunder or under any other Loan
Document or in connection herewith or therewith, except for its or their own
gross negligence or willful misconduct.

                  Section 10.02 Reliance by Administrative Agent. Administrative
Agent shall be entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telex, telegram or cable)
believed by it to be genuine and correct and to have been signed or sent by or
on behalf of the proper Person or Persons, and upon advice and statements of
legal counsel, independent accountants and


                                       55
<PAGE>   61


other experts selected by Administrative Agent. Administrative Agent may deem
and treat each Lender as the holder of the Loan made by it for all purposes
hereof and shall not be required to deal with any Person who has acquired a
Participation in any Loan or Participation from a Lender. As to any matters not
expressly provided for by this Agreement or any other Loan Document,
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder in accordance with instructions signed by the
Required Lenders, and such instructions of the Required Lenders and any action
taken or failure to act pursuant thereto shall be binding on all Lenders and any
other holder of all or any portion of any Loan or Participation.

                  Section 10.03 Defaults. Administrative Agent shall not be
deemed to have knowledge of the occurrence of a Default or Event of Default
unless Administrative Agent has actual knowledge thereof or has received notice
from a Lender or Borrower specifying such Default or Event of Default and
stating that such notice is a "Notice of Default." In the event that
Administrative Agent has such actual knowledge or receives such a notice of the
occurrence of a Default or Event of Default, Administrative Agent shall give
prompt notice thereof to Lenders. Administrative Agent shall promptly send to
each Lender a copy of any notice of Default or Event of Default that
Administrative Agent sends to Borrower. Administrative Agent, following
consultation with Lenders, shall (subject to Section 10.07) take such action
with respect to such Default or Event of Default which is continuing as shall be
directed by the Required Lenders; provided, however, that, unless and until
Administrative Agent shall have received such directions, Administrative Agent
may take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interest of
Lenders. In no event shall Administrative Agent be required to take any such
action which it determines to be contrary to the Loan Documents or to Law. Each
Lender acknowledges and agrees that no individual Lender may separately enforce
or exercise any of the provisions of any of the Loan Documents (including,
without limitation, the Notes) other than through Administrative Agent.

                  Section 10.04 Rights of Administrative Agent as a Lender. With
respect to its Loan Commitment and the Loan provided by it, Administrative Agent
in its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
acting as Administrative Agent, and the term "Lender" or "Lenders" shall include
Administrative Agent in its capacity as a Lender. Administrative Agent and its
Affiliates may (without having to account therefor to any Lender) accept
deposits from, lend money to (on a secured or unsecured basis), and generally
engage in any kind of banking, trust or other business with Borrower (and any
Affiliates of Borrower) as if it were not acting as Administrative Agent.

                  Section 10.05 Sharing of Costs by Lenders; Indemnification of
Administrative Agent. Each Lender agrees to pay its ratable share, based on the
respective outstanding principal balances under its Notes and the other Notes,
of any expenses incurred (and not paid or reimbursed by Borrower after demand
for payment is made by Administrative Agent) by or on behalf of Lenders in
connection with any Default or Event of Default, including, without limitation,
costs of enforcement of the


                                       56
<PAGE>   62


Loan Documents and any advances to pay taxes or insurance premiums or otherwise
to preserve the Lien of any of the Mortgages or the Collateral Assignments or to
preserve or protect any of the Collateral. In the event a Lender fails to pay
its share of expenses as aforesaid, and all or a portion of such unpaid amount
is paid by Administrative Agent and/or one or more of the other Lenders, then
the defaulting Lender shall reimburse Administrative Agent and/or the other
Lender(s) for the portion of such unpaid amount paid by it or them, as the case
may be, together with interest thereon at the Base Rate from the date of payment
by Administrative Agent and/or the other Lender(s). In addition, each Lender
agrees to indemnify Administrative Agent (to the extent not reimbursed under
Section 12.04 or under other applicable provisions of any Loan Document, but
without limiting the obligations of Borrower under Section 12.04 or such other
provisions), for its ratable share, based upon the outstanding principal
balances under its Notes and the other Notes, of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed
on, incurred by or asserted against Administrative Agent in any way relating to
or arising out of this Agreement, any other Loan Document or any other documents
contemplated by or referred to herein or the transactions contemplated hereby or
thereby (including, without limitation, the costs and expenses which Borrower is
obligated to pay under Section 12.04 or under any other applicable provisions of
any other Loan Document) or the enforcement of any of the terms hereof or
thereof or of any such other documents or instruments; provided, however, that
no Lender shall be liable for (i) any of the foregoing to the extent they arise
from the gross negligence or willful misconduct of the party to be indemnified
or (ii) any loss of principal or interest with respect to Administrative Agent's
Loan.

                  Section 10.06 Non-Reliance on Administrative Agent and Other
Lenders. Each Lender agrees that it has, independently and without reliance on
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own analysis of the
Collateral and of the credit of Borrower and Guarantor, and its own decision to
enter into this Agreement and that it will, independently and without reliance
upon Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
analysis and decisions in taking or not taking action under this Agreement or
any other Loan Document. Administrative Agent shall not be required to keep
itself informed as to the performance or observance by Borrower or Guarantor, as
the case may be, of this Agreement or any other Loan Document or any other
document referred to or provided for herein or therein or to inspect the
properties (including, without limitation, any Property) or books of Borrower,
Guarantor or the Other Mortgagor. Except for notices, reports and other
documents and information expressly required to be furnished to Lenders by
Administrative Agent hereunder, Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of Borrower or Guarantor
(or any Affiliate of Borrower or Guarantor) which may come into the possession
of Administrative Agent or any of its Affiliates. Administrative Agent shall not
be required to file this Agreement, any


                                       57
<PAGE>   63


other Loan Document or any document or instrument referred to herein or therein,
for record or give notice of this Agreement, any other Loan Document or any
document or instrument referred to herein or therein, to anyone.

                  Section 10.07 Failure of Administrative Agent to Act. Except
for action expressly required of Administrative Agent hereunder, Administrative
Agent shall in all cases be fully justified in failing or refusing to act
hereunder unless it shall have received further assurances (which may include
cash collateral) of the indemnification obligations of Lenders under Section
10.05 in respect of any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. If any indemnity
furnished to Administrative Agent for any purpose shall, in the opinion of
Administrative Agent, be insufficient or become impaired, Administrative Agent
may call for an additional indemnity and cease, or not commence, the action
indemnified against until such additional indemnity is furnished.

                  Section 10.08 Resignation or Removal of Administrative Agent.
Administrative Agent may resign on at least thirty (30) days' written notice to
Lenders and Borrower or upon the occurrence of an Event of Default.
Administrative Agent may be removed at any time with cause by the Required
Lenders, provided that Borrower and the other Lenders shall be promptly notified
thereof. Upon any such resignation or removal of Administrative Agent, the
Required Lenders shall have the right to appoint a successor Administrative
Agent which successor Administrative Agent, so long as it is reasonably
acceptable to the Required Lenders, shall be that Lender then having the
greatest Loan Commitment. If no successor Administrative Agent shall have been
so appointed by the Required Lenders and shall have accepted such appointment
within twenty (20) days after the Required Lenders' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
Lenders, appoint a successor Administrative Agent, which shall be one of
Lenders. The Required Lenders or the retiring Administrative Agent, as the case
may be, shall upon the appointment of a successor Administrative Agent promptly
so notify Borrower and the other Lenders. Upon the acceptance of any appointment
as Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. After any retiring Administrative Agent's removal
hereunder as Administrative Agent, the provisions of this Article X shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

                  Section 10.09 Amendments Concerning Agency Function.
Notwithstanding anything to the contrary contained herein, Administrative Agent
shall not be bound by any waiver, amendment, supplement or modification hereof
or of any other Loan Document which affects its duties, rights, and/or functions
hereunder or thereunder unless it shall have given its prior written consent
thereto.

                  Section 10.10 Liability of Administrative Agent.
Administrative Agent shall not have any liabilities or responsibilities to
Borrower on account of the failure of any Lender to perform its obligations
hereunder or to any Lender on account of the failure of Borrower and/or
Guarantor to perform any of their respective Obligations.


                                       58
<PAGE>   64


                  Section 10.11 Transfer of Agency Function. Without the consent
of Borrower or any Lender, Administrative Agent may at any time or from time to
time transfer its functions as Administrative Agent hereunder to any of its
offices wherever located in the United States, provided that Administrative
Agent shall promptly notify Borrower and Lenders thereof.

                  Section 10.12 Non-Receipt of Funds by Administrative Agent;
Adjustments.

                  (a) Unless Administrative Agent shall have received notice
         from a Lender or Borrower (either one as appropriate being the "Payor")
         prior to the date on which such Lender is to make payment hereunder to
         Administrative Agent of the proceeds of a Loan or Borrower is to make
         payment to Administrative Agent, as the case may be (either such
         payment being a "Required Payment"), which notice shall be effective
         upon receipt, that the Payor will not make the Required Payment in full
         to Administrative Agent, Administrative Agent may assume that the
         Required Payment has been made in full to Administrative Agent on such
         date, and Administrative Agent in its sole discretion may, but shall
         not be obligated to, in reliance upon such assumption, make the amount
         thereof available to the intended recipient on such date. If and to the
         extent the Payor shall not have in fact so made the Required Payment in
         full to Administrative Agent, the recipient of such payment shall repay
         to Administrative Agent forthwith on demand such amount made available
         to it together with interest thereon, for each day from the date such
         amount was so made available by Administrative Agent until the date
         Administrative Agent recovers such amount, at the Federal Funds Rate
         for three (3) Business Days and thereafter at the Base Rate.

                  (b) If, after Administrative Agent has paid each Lender's
         share of any payment received or applied by Administrative Agent in
         respect of the Loan, that payment is rescinded or must otherwise be
         returned or paid over by Administrative Agent, whether pursuant to any
         bankruptcy or insolvency Law, sharing of payments clause of any loan
         agreement or otherwise, such Lender shall, at Administrative Agent's
         request, promptly return its share of such payment or application to
         Administrative Agent, together with such Lender's proportionate share
         of any interest or other amount required to be paid by Administrative
         Agent with respect to such payment or application. In addition, if a
         court of competent jurisdiction shall adjudge that any amount received
         and distributed by Administrative Agent is to be repaid, each Person to
         whom any such distribution shall have been made shall either repay to
         Administrative Agent its share of the amount so adjudged to be repaid
         or shall pay over the same in such manner and to such Persons as shall
         be determined by such court.

                  Section 10.13 Withholding Taxes. Each Lender represents that
it is entitled to receive any payments to be made to it hereunder without the
withholding of any tax and will furnish to Administrative Agent such forms,
certifications, statements and other documents as Administrative Agent may
request from time to time to evidence such Lender's exemption from the
withholding of any tax imposed by any jurisdiction or to enable Administrative
Agent or Borrower to comply with any applicable Laws relating thereto. Without
limiting the effect of the foregoing, if any Lender is not created or


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organized under the Laws of the United States or any state thereof, such Lender
will furnish to Administrative Agent a U.S. Internal Revenue Service Form W-8ECI
in respect of all payments to be made to such Lender by Borrower or
Administrative Agent under this Agreement or any other Loan Document or a U.S.
Internal Revenue Service Form W-8BEN establishing such Lender's complete
exemption from United States withholding tax in respect of payments to be made
to such Lender by Borrower or Administrative Agent under this Agreement or any
other Loan Document, or such other forms, certifications, statements or
documents, duly executed and completed by such Lender as evidence of such
Lender's exemption from the withholding of U.S. tax with respect thereto.
Administrative Agent shall not be obligated to make any payments hereunder to
such Lender in respect of any Loan or Participation or such Lender's Loan
Commitment or obligation to purchase Participations until such Lender shall have
furnished to Administrative Agent the requested form, certification, statement
or document.

                  Section 10.14 Pro Rata Treatment. Except to the extent
otherwise provided, (i) each advance of proceeds of the Loans shall be made by
Lenders, (ii) each reduction of the amount of the Total Loan Commitment under
Section 2.10 shall be applied to the Loan Commitments of Lenders, and (iii) each
payment of the commitment fee accruing under Section 2.07(a) shall be made for
the account of Lenders, ratably according to the amounts of their respective
Loan Commitments.

                  Section 10.15 Sharing of Payments Among Lenders. If a Lender
shall obtain payment of any principal of or interest on any Loan made by it
through the exercise of any right of setoff, banker's lien, counterclaim, or by
any other means (including direct payment), and such payment results in such
Lender receiving a greater payment than it would have been entitled to had such
payment been paid directly to Administrative Agent for disbursement to Lenders,
then such Lender shall promptly purchase for cash from the other Lenders
Participations in the Loans made by the other Lenders in such amounts, and make
such other adjustments from time to time as shall be equitable to the end that
all Lenders shall share ratably the benefit of such payment. To such end,
Lenders shall make appropriate adjustments among themselves (by the resale of
Participations sold or otherwise) if such payment is rescinded or must otherwise
be restored.

                  Section 10.16 Possession of Documents. Each Lender shall keep
possession of its own Notes. Administrative Agent shall hold all the other Loan
Documents and related documents in its possession and maintain separate records
and accounts with respect thereto, and shall permit Lenders and their
representatives access at all reasonable times to inspect such Loan Documents,
related documents, records and accounts.

                  Section 10.17 Intentionally Omitted.

                  Section 10.18 Effect of a Lender's Failure to Make an Advance.
In the event any Lender fails for any reason to fund the portion it is required
to fund of any advance of Loan proceeds by 3:00 p.m. (New York time) on the
second Business Day after the date established by Administrative Agent as the
date such advance is to be made,


                                       60
<PAGE>   66


such Lender shall be a "Delinquent Lender" for all purposes hereunder until and
unless such delinquency is cured in accordance with the terms of and by the time
permitted under Section 10.19, and the following provisions shall apply:

                  (1) Administrative Agent shall notify (such notice being
         referred to as the "Delinquency Notice") each Lender and Borrower of
         any Lender's failure to fund. Each Non-Delinquent Lender shall have the
         right, but in no event or under any circumstance the obligation, to
         fund such Delinquent Lender's portion of such advance, provided that,
         within ten (10) days of the date of the Delinquency Notice (the
         "Election Period"), such Non-Delinquent Lender or Lenders (each such
         Lender, an "Electing Lender") irrevocably commit(s) by notice in
         writing (an "Election Notice") to Administrative Agent, the other
         Lenders and Borrower to fund the Delinquent Lender's portion of the
         advance that is the subject of the delinquency (the "Delinquency
         Amount"). If Administrative Agent receives more than one Election
         Notice within the Election Period, then the Electing Lenders sending
         such notices shall be deemed to have committed to fund ratable shares
         of the Delinquency Amount based upon the amounts of their respective
         Loan Commitments. If there are one or more Electing Lenders and the
         Delinquent Lender fails to cure during the Election Period as provided
         in Section 10.19, then upon the expiration of the Election Period, each
         Electing Lender's Loan Commitment shall be automatically increased by
         the Delinquency Amount (if there is only one Electing Lender) or such
         Electing Lender's ratable share, determined as aforesaid, of the
         Delinquency Amount (if there are two (2) or more Electing Lenders), and
         the Delinquent Lender's Loan Commitment shall automatically be reduced
         by the Delinquency Amount. Administrative Agent shall thereupon notify
         Borrower and each Lender of (i) the adjusted amounts of the Loan
         Commitments and (ii) the date the Delinquency Amount is to be remitted
         by the Electing Lenders to Administrative Agent (which date shall be no
         sooner than three (3) Business Days after such notice). In the event
         Administrative Agent shall not have advanced the Delinquency Amount
         pursuant to Section 10.12 or Borrower shall have refunded such advance
         pursuant to paragraph (5) of this Section, Administrative Agent shall
         advance to Borrower the Delinquency Amount no later than one (1)
         Business Day after Administrative Agent receives the same from the
         Electing Lender(s). In the event Administrative Agent shall have
         previously advanced the Delinquency Amount pursuant to Section 10.12
         and Borrower shall not have refunded such advance pursuant to paragraph
         (5) of this Section, Administrative Agent shall reimburse itself for
         such advance from the funds received from the Electing Lender(s).
         Notwithstanding anything to the contrary contained herein, if
         Administrative Agent advances its own funds in respect of a Delinquent
         Lender's portion of an advance, Administrative Agent shall be entitled
         to the interest on the portion of the outstanding principal amount of
         the Loans represented thereby, from the date Administrative Agent makes
         such advance until the date it is reimbursed therefor.

                  (2) In connection with the adjustment of the amounts of the
         Loan Commitments of the Delinquent Lender and Electing Lender (s) upon
         the expiration of the Election Period as aforesaid, Borrower covenants
         that it shall,


                                       61
<PAGE>   67


         promptly following the request of the Electing Lender(s), execute and
         deliver to each Electing Lender and the Delinquent Lender substitute
         Tranche A Notes substantially in the form of EXHIBIT B-1 and stating:
         "This Tranche A Note is a substitute Tranche A Note as contemplated by
         Section 10.18 of the Loan Agreement; it replaces and is in lieu of that
         certain Tranche A Note made by [Maker] dated [date of Note] to the
         order of [Lender] in the principal sum of [Lender's original Tranche A
         Loan Commitment]." Such substitute notes shall be in amounts equal to
         such Lenders' respective Loan Tranche A Commitments, as adjusted. All
         such substitute notes shall constitute Notes and the obligations
         evidenced by such substitute notes shall constitute "Obligations" for
         all purposes of this Agreement and the other Loan Documents and shall
         be secured by the Mortgages. In connection with Borrower's execution of
         substitute notes as aforesaid, Borrower shall deliver to Administrative
         Agent such evidence of the due authorization, execution and delivery of
         the substitute notes and any related documents as Administrative Agent
         may reasonably request. The execution and delivery of substitute notes
         as required above shall be a condition precedent to any further
         advances of proceeds of the Loans. Upon receipt of its substitute note,
         the Electing Lender and the Delinquent Lender will return to Borrower
         their notes that were replaced; provided that the delivery of a
         substitute note to the Delinquent Lender pursuant to this Section 10.18
         shall operate to void and replace the note(s) previously held by the
         Delinquent Lender regardless of whether or not the Delinquent Lender
         returns same as required hereby. Borrower, Administrative Agent and
         Lenders shall execute such modifications to the Loan Documents as
         shall, in the reasonable judgment of Administrative Agent, be necessary
         or desirable in connection with the adjustment of the amounts of Loan
         Commitments in accordance with the foregoing provisions of this
         Section.

                  (3) In the event that no Lender elects to commit to fund the
         Delinquency Amount within the Election Period as provided in paragraph
         (1) of this Section, Administrative Agent shall, upon the expiration of
         the Election Period, so notify Borrower and each Lender.

                  (4) Subject to a Delinquent Lender's right to cure as provided
         in Section 10.19, but notwithstanding anything else to the contrary
         contained in this Agreement, the Delinquent Lender's interest in, and
         any and all amounts due to a Delinquent Lender under, the Loan
         Documents (including, without limitation, all principal, interest, fees
         and expenses) shall be subordinate in lien priority and to the
         repayment of all amounts (including, without limitation, interest) then
         or thereafter due or to become due to the Non-Delinquent Lenders under
         the Loan Documents (including future advances), and the Delinquent
         Lender thereafter shall have no right to participate in any discussions
         among and/or decisions by Lenders hereunder and/or under the other Loan
         Documents. Further, subject to Section 10.19, any Delinquent Lender
         shall be bound by any amendment to, or waiver of, any provision of, or
         any action taken or omitted to be taken by Administrative Agent and/or
         the Non-Delinquent Lenders under, any Loan Document which is made
         subsequent to the Delinquent Lender's becoming a Delinquent Lender.


                                       62
<PAGE>   68


                  (5) If, pursuant to the operation of Section 10.12, an advance
         of Loan proceeds is made without Administrative Agent's receipt of a
         Delinquent Lender's portion thereof, in addition to Borrower's
         obligations under Section 10.12, Borrower shall, upon demand of
         Administrative Agent, refund the Delinquency Amount to Administrative
         Agent. Borrower's failure to do so within ten (10) days of such demand
         shall, notwithstanding anything to the contrary contained herein or in
         any Mortgage, constitute an Event of Default.

                  If a Delinquent Lender's obligations with respect to the
         Delinquency Amount are assumed by one or more Electing Lenders, then,
         notwithstanding anything to the contrary contained in this Agreement
         (including Section 10.14), subsequent advances of the Loans shall be
         made by Lenders in proportion to the remaining available amounts of
         their respective Loan Commitments.

                  Section 10.19 Cure by Delinquent Lender. A Delinquent Lender
may cure a delinquency arising out of its failure to fund its required portion
of any advance if, within the Election Period, it remits to Administrative Agent
its required portion of such advance (together with interest thereon at the
Default Rate from the date such advance was to have been made if such advance
was made by Administrative Agent and not refunded by Borrower pursuant to either
Section 10.12 or paragraph (5) of Section 10.18), in which event Administrative
Agent shall so notify Borrower and the Non-Delinquent Lenders of its receipt of
such funds. If Administrative Agent shall not have advanced the Delinquency
Amount from its own funds pursuant to Section 10.12 (or such advance shall have
been made but shall have been refunded by Borrower pursuant to paragraph (5) of
Section 10.18), Administrative Agent shall, within one (1) Business Day of its
receipt thereof from the Delinquent Lender, advance the Delinquency Amount to
Borrower. If Administrative Agent shall have advanced the Delinquency Amount
pursuant to Section 10.12 and Borrower shall not have refunded such advance
pursuant to paragraph (5) of Section 10.18, Administrative Agent shall notify
Borrower and each Lender of its intention to reimburse itself from funds
received from the Delinquent Lender (which reimbursement is hereby authorized)
for funding the Delinquency Amount. In the event any Delinquent Lender cures a
delinquency prior to the expiration of the Election Period (or thereafter with
the consent of all of the Non-Delinquent Lenders), such Delinquent Lender
nonetheless shall be bound by any amendment to or waiver of any provision of, or
any action taken or omitted to be taken by Administrative Agent and/or the
Non-Delinquent Lenders under, any Loan Document which is made subsequent to that
Lender's becoming a Delinquent Lender and prior to its curing the delinquency as
provided in this Section; provided that such amendment or waiver of action was
taken in accordance with the provisions of this Agreement. A Delinquent Lender
shall have absolutely no right to cure any delinquency after the expiration of
the Election Period unless all Non-Delinquent Lenders, in their sole discretion,
elect to permit such cure.

                  Section 10.20 Delinquent Lender Not Excused. Nothing contained
in Sections 10.18 or 10.19 shall release or in any way limit a Delinquent
Lender's obligations as a Lender hereunder and/or under any other of the Loan
Documents. Further, a Delinquent Lender shall indemnify and hold harmless
Administrative Agent


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<PAGE>   69


and each of the Non-Delinquent Lenders from any claim, loss, or costs incurred
by Administrative Agent and/or the Non-Delinquent Lenders as a result of a
Delinquent Lender's failure to comply with the requirements of this Agreement,
including, without limitation, any and all additional losses, damages, costs and
expenses (including, without limitation, attorneys' fees) incurred by
Administrative Agent and any Lender as a result of and/or in connection with (i)
a Non-Delinquent Lender's acting as an Electing Lender, (ii) any enforcement
action brought by Administrative Agent against a Delinquent Lender and (iii) any
action brought against Administrative Agent and/or Lenders. The indemnification
provided above shall survive any termination of this Agreement.

                  Section 10.21 Notices Regarding Delinquent Lender. Notices by
Administrative Agent or Lenders pursuant to Sections 10.18 or 10.19 may be by
telephone or by facsimile.

                  Section 10.22 Replacement Lender. In the event any Lender
becomes a Delinquent Lender and none of the other Lenders elects to be an
Electing Lender pursuant to Section 10.18, Borrower shall have the right, at any
time, provided there exists no Default or Event of Default, to replace the
Delinquent Lender as a Lender with another financial institution reasonably
acceptable to the Required Lenders on the then-existing terms and conditions of
the Loan Documents (such replacement institution, a "Replacement Lender"). If
Borrower opts to exercise such right, it shall give notice thereof to
Administrative Agent, which notice shall specify the proposed Replacement
Lender. Administrative Agent shall promptly send a copy of such notice to each
Lender. If the Required Lenders do not reasonably disapprove the Replacement
Lender, Administrative Agent shall so notify Borrower and each Lender and the
Delinquent Lender shall assign all of the rights in respect of its Loan, and the
Replacement Lender shall assume all the Delinquent Lender's obligations in
respect of such Loan, pursuant to an agreement substantially in the form of an
Assignment and Assumption Agreement. In connection with such assignment and
assumption, the Replacement Lender shall pay the Delinquent Lender an amount
equal to the outstanding principal amount under the Delinquent Lender's Note
plus all interest accrued thereon plus all other amounts then due and payable to
the Delinquent Lender. Upon the effective date of such assignment and assumption
and the payment by the Replacement Lender to Administrative Agent of a fee, for
Administrative Agent's own account, in the amount of $2,500, the Replacement
Lender shall become a "Lender" for all purposes hereunder, with a Loan
Commitment in an amount equal to the former Loan Commitment of the Delinquent
Lender, and the Delinquent Lender's Loan Commitment shall automatically be
reduced to zero. In connection with the foregoing, Borrower shall execute and
deliver to the Replacement Lender substitute Notes substantially in the forms of
EXHIBIT B-1, B-2 and B-3, respectively, with each stating: "This Note is a
substitute [Tranche A, B or C, as applicable] Note as contemplated by Section
10.22 of the Loan Agreement; it replaces and is in lieu of that certain [Tranche
A, B or C, as applicable] Note made by [Maker] dated [date of Note] to the order
of [Delinquent Lender] in the principal sum of [Delinquent Lender's original
Tranche A, B or C Loan Commitment, as applicable]." Such substitute notes shall
constitute Notes and the obligations evidenced thereby shall constitute
"Obligations" for all purposes of this Agreement and the other Loan Documents
and shall be secured by the Mortgages. In connection with Borrower's


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<PAGE>   70


execution and delivery of substitute notes as aforesaid, (i) Borrower shall
deliver to Administrative Agent such evidence of the due authorization,
execution and delivery of the substitute notes and any related documents as
Administrative Agent may reasonably request and (ii) the Delinquent Lender will
return to Borrower its notes that were replaced; provided that the delivery of
substitute notes to the Replacement Lender pursuant to this Section 10.22 shall
operate to void and replace the notes previously held by the Delinquent Lender
regardless of whether or not the Delinquent Lender returns the same as required
hereby. If the Replacement Lender is not incorporated under the Laws of the
United States or a state thereof, it shall, prior to the first date on which
interest or fees are payable hereunder for its account, deliver to Borrower and
Administrative Agent certification as to exemption from deduction or withholding
of any United States federal income taxes in accordance with Section 10.13.

                  Borrower, Administrative Agent and Lenders shall execute such
modifications to the Loan Documents as shall, in the reasonable judgment of
Administrative Agent, be necessary or desirable in connection with the
substitution of Lenders in accordance with the foregoing provisions of this
Section.

                  Lenders shall reasonably cooperate with Borrower's attempts to
obtain a Replacement Lender, but they shall not be obligated to modify the Loan
Documents in connection therewith, other than modifications pursuant to the
immediately preceding paragraph.

                                   ARTICLE XI

                              NATURE OF OBLIGATIONS

                  Section 11.01 Absolute and Unconditional Obligations. Borrower
acknowledges and agrees that its obligations and liabilities under this
Agreement and under the other Loan Documents shall be absolute and unconditional
irrespective of (i) any lack of validity or enforceability of any of the
Obligations, any Loan Documents or any agreement or instrument relating thereto,
(ii) any change in the time, manner or place of payment of, or in any other term
in respect of, all or any of the Obligations, or any other amendment or waiver
of or consent to any departure from any Loan Documents or any other documents or
instruments executed in connection with or related to the Obligations, (iii) any
exchange or release of any Collateral, or of any other Person from all or any of
the Obligations or (iv) any other circumstances which might otherwise constitute
a defense available to, or a discharge of, Borrower or any other Person in
respect of the Obligations.

                  The Obligations shall not be conditioned or contingent upon
the pursuit by any Lender or any other Person at any time of any right or remedy
against Borrower or any other Person which may be or become liable in respect of
all or any part of the Obligations or against any Collateral or security or
guarantee therefor or right of setoff with respect thereto.


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<PAGE>   71


                  Section 11.02 Non-Recourse to Borrower's Principals.
Notwithstanding anything to the contrary contained herein, in any of the other
Loan Documents, or in any other instruments, certificates, documents or
agreements executed in connection with the Loans (all of the foregoing, for
purposes of this Section, hereinafter referred to, individually and
collectively, as the "Relevant Documents"), no recourse under or upon any
Obligation, representation, warranty, promise or other matter whatsoever shall
be had against any of Borrower's Principals and each Lender expressly waives and
releases, on behalf of itself and its successors and assigns, all right to
assert any liability whatsoever under or with respect to the Relevant Documents
against, or to satisfy any claim or obligation arising thereunder against, any
of Borrower's Principals; provided, however, that nothing in this Section shall
be deemed to (i) release Borrower, Guarantor or the Other Mortgagor from any
personal liability pursuant to, or from any of its respective obligations under,
the Relevant Documents, or from personal liability for its fraudulent actions or
fraudulent omissions, (ii) release any of Borrower's Principals from personal
liability for her or his own fraudulent actions or fraudulent omissions, (iii)
constitute a waiver of any obligation evidenced or secured by, or contained in,
the Relevant Documents or affect in any way the validity or enforceability of
the Relevant Documents or (iv) limit the right of Administrative Agent and/or
Lenders to proceed against or realize upon all or part of the Mortgaged Property
under any Mortgage or any other Collateral or any and all of the assets of
Borrower and/or Guarantor (notwithstanding the fact that any or all of
Borrower's Principals may have an ownership interest in Borrower and/or
Guarantor and, thereby, an interest in the assets of Borrower and/or Guarantor)
or to name Borrower, Guarantor and/or the Other Mortgagor (or, to the extent
that the same are required by applicable Law or are determined by a court to be
necessary parties in connection with an action or suit against Borrower,
Guarantor and/or the Other Mortgagor, all or part of the Mortgaged Property
under any Mortgage or any other Collateral, any of Borrower's Principals) as a
party defendant in, and to enforce against all or part of the Mortgaged Property
under any Mortgage or any other Collateral and/or assets of Borrower and/or
Guarantor any judgment obtained by Administrative Agent and/or Lenders with
respect to, any action or suit under the Relevant Documents so long as no
judgment shall be taken (except to the extent taking a judgment is required by
applicable Law or determined by a court to be necessary to preserve
Administrative Agent's and/or Lenders' rights against all or part of the
Mortgaged Property under any Mortgage or any other Collateral or Borrower,
Guarantor or the Other Mortgagor, but not otherwise) or shall be enforced
against Borrower's Principals or their assets.

                                   ARTICLE XII

                                  MISCELLANEOUS

                  Section 12.01 Binding Effect of Request for Advance. Borrower
agrees that, by its acceptance of any advance of proceeds of the Loans under
this Agreement, it shall be bound in all respects by the request for advance
submitted on its behalf in connection therewith with the same force and effect
as if Borrower had itself executed and submitted the request for advance and
whether or not the request for advance is executed and/or submitted by an
authorized person.


                                       66
<PAGE>   72


                  Section 12.02 Amendments and Waivers. No amendment or material
waiver of any provision of this Agreement or any other Loan Document nor consent
to any material departure by Borrower, Guarantor or the Other Mortgagor
therefrom shall in any event be effective unless the same shall be in writing
and signed by the Required Lenders and, solely for purposes of its
acknowledgment thereof, Administrative Agent, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all Lenders do any of the following: (i) reduce
the principal of, or interest on, the Notes or any fees due hereunder or any
other amount due hereunder or under any other Loan Document; (ii) postpone any
date fixed for any payment of principal of, or interest on, the Notes or any
fees due hereunder or under any other Loan Document; (iii) change the definition
of Required Lenders; (iv) amend this Section or any other provision requiring
the consent of all Lenders; (v) waive any default under paragraph (5) of Section
9.01; (vi) release, in whole or in part, any Guarantor other than in accordance
with the Loan Documents; or (vii) release any material portion of the Mortgaged
Property under any Mortgage or of any other Collateral other than in accordance
with the Loan Documents. Any advance of proceeds of the Loans made prior to or
without the fulfillment by Borrower of all of the conditions precedent thereto,
whether or not known to Administrative Agent and Lenders, shall not constitute a
waiver of the requirement that all conditions, including the non-performed
conditions, shall be required with respect to all future advances. No failure on
the part of Administrative Agent or any Lender to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof or preclude
any other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by Law.

                  All communications from Administrative Agent to Lenders
requesting Lenders' determination, consent, approval or disapproval (x) shall be
given in the form of a written notice to each Lender, (y) shall be accompanied
by or include a description or copy of the matter or thing as to which such
determination, approval, consent or disapproval is requested and (z) 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 (or five (5) Business Days with respect to any decision to
accelerate or stop acceleration of the Loans) after receipt of the request
therefor by Administrative Agent (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 or consented to such
recommendation or determination.

                  Section 12.03 Usury. Anything herein to the contrary
notwithstanding, the obligations of Borrower under this Agreement and the Notes
shall be subject to the limitation that payments of interest shall not be
required to the extent that receipt thereof would be contrary to provisions of
Law applicable to a Lender limiting rates of interest which may be charged or
collected by such Lender.


                                       67
<PAGE>   73


                  Section 12.04 Expenses; Indemnification. Borrower covenants
and agrees to pay all costs, expenses and charges (including, without
limitation, all reasonable fees and expenses of counsel, engineers, appraisers
and consultants) incurred by Administrative Agent or any Lender in connection
with (i) the preparation for and consummation of the transactions contemplated
hereby or for the performance hereof and of the other Loan Documents, and for
any services which may be required in addition to those normally and reasonably
contemplated hereby and (ii) the enforcement hereof or of any or all of the
other Loan Documents; provided, however, that Borrower shall not be responsible
for (x) the fees and expenses of legal counsel for any Lender other than UBS
incurred in connection with said counsel's review of this Agreement and the
other Loan Documents prior to execution, (y) costs, expenses and charges
incurred by Administrative Agent and Lenders in connection with the
administration of the Loan (other than the administration fee separately agreed
to by Borrower and Administrative Agent and the reasonable fees and expenses of
Administrative Agent's counsel) and (z) the fees and expenses of any Participant
or Assignee or their respective counsel. In connection with the foregoing,
Lenders agree, to the extent practicable, to appoint a single counsel and local
counsel, selected by Administrative Agent, to act on behalf of all Lenders in
connection with the enforcement of the Loan Documents. If Borrower fails to pay
promptly any costs, charges or expense required to be paid by it as aforesaid,
and Administrative Agent or any Lender pays such costs, charges or expenses,
Borrower shall reimburse Administrative Agent or such Lender, as appropriate, on
demand for the amounts so paid, together with interest thereon at the Default
Rate for Base Rate Loans from the date of demand. Borrower agrees to indemnify
Administrative Agent and each Lender and their respective directors, officers,
employees and agents from, and hold each of them harmless against, any and all
losses, liabilities, claims, damages or expenses incurred by any of them arising
out of or by reason of (A) any claims by brokers due to acts or omissions by
Borrower or (B) any investigation or litigation or other proceedings (including
any threatened investigation or litigation or other proceedings) relating to any
actual or proposed use by Borrower of the proceeds of the Loans, including,
without limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation or litigation or other proceedings (but
excluding any such losses, liabilities, claims, damages or expenses incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified).

                  The obligations of Borrower under this Section and under
Article III shall survive the repayment of all amounts due under or in
connection with any of the Loan Documents and the termination of the Loans.

                  Section 12.05 Assignment; Participation. This Agreement shall
be binding upon, and shall inure to the benefit of, Borrower, Administrative
Agent, Lenders and their respective successors and permitted assigns. Borrower
may not assign or transfer its rights or obligations hereunder.

                  Any Lender may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its Loan
("Participations"). In the event of any such grant by a Lender of a
Participation to a Participant, whether or not Borrower or Administrative Agent
was given notice, such Lender shall remain


                                       68
<PAGE>   74


responsible for the performance of its obligations hereunder, and Borrower and
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations hereunder. Any agreement
pursuant to which any Lender may grant a Participation shall provide that such
Lender shall retain the sole right and responsibility to enforce the obligations
of Borrower hereunder and under any other Loan Document, including, without
limitation, the right to approve any amendment, modification or waiver of any
provision of this Agreement or any other Loan Document; provided, however, that
such participation agreement may provide that such Lender will not agree to any
modification, amendment or waiver of this Agreement described in clauses (i)
through (vii) of Section 12.02 without the consent of the Participant.

                  Any Lender may at any time assign to any bank or other
institution with the consent of Administrative Agent and, provided there exists
no Event of Default, of Borrower, which consents shall not be unreasonably
withheld or delayed, or to one or more banks or other institutions which are
majority owned subsidiaries of a Lender or of the Parent of a Lender (each such
consented to bank or other institution, or subsidiary bank or institution, an
"Assignee") all, or a proportionate part of all, of its rights and obligations
under this Agreement and its Notes, and such Assignee shall assume rights and
obligations, pursuant to an Assignment and Assumption Agreement executed by such
Assignee and the assigning Lender, provided that, in each case, after giving
effect to such assignment the Assignee's Loan Commitment, and, in the case of a
partial assignment, the assigning Lender's Loan Commitment, each will be equal
to or greater than $10,000,000; provided, further, however, that the assigning
Lender shall not be required to maintain a Loan Commitment in the minimum amount
aforesaid in the event it assigns all of its rights and obligations under this
Agreement and its Notes. Upon (i) execution and delivery of such instrument,
(ii) payment by such Assignee to the assigning Lender of an amount equal to the
purchase price agreed between such Lender and such Assignee and (iii) payment by
such Assignee to Administrative Agent of a fee, for Administrative Agent's own
account, in the amount of $3,500, such Assignee shall be a Lender under this
Agreement and shall have all the rights and obligations of a Lender as set forth
in such Assignment and Assumption Agreement, and the assigning Lender shall be
released from its obligations hereunder to a corresponding extent, and no
further consent or action by any party shall be required. Upon the consummation
of any assignment pursuant to this paragraph, substitute Notes shall be issued
to the assigning Lender (in the case of a partial assignment) and Assignee by
Borrower, in exchange for the return of the original Notes of the assigning
Lender. The obligations evidenced by such substitute notes shall constitute
"Obligations" for all purposes of this Agreement and the other Loan Documents
and shall be secured by the Mortgages. In connection with Borrower's execution
of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent
such evidence of the due authorization, execution and delivery of the substitute
notes and any related documents as Administrative Agent may reasonably request.
If the Assignee is not incorporated under the Laws of the United States or a
state thereof, it shall, prior to the first date on which interest or fees are
payable hereunder for its account, deliver to Borrower and Administrative Agent
certification as to exemption from deduction or withholding of any United States
federal income taxes in accordance with Section 10.13.


                                       69
<PAGE>   75


Each Assignee shall be deemed to have made the representations contained in, and
shall be bound by the provisions of, Section 10.13.

                  In the case of any assignment, all of (or a proportionate part
of all of) the assigning Lender's Notes (i. e., such Lender's Tranche A Note,
Tranche B Note and Tranche C Note) must be assigned jointly and such Notes may
not be assigned singly.

                  Any Lender may at any time freely assign all or any portion of
its rights under this Agreement and its Notes to a Federal Reserve Bank. No such
assignment shall release the transferor Lender from its obligations hereunder.

                  Borrower recognizes that in connection with a Lender's selling
of Participations or making of assignments, any or all documentation, financial
statements, appraisals and other data, or copies thereof, relevant to Borrower
or the Loans may be exhibited to and retained by any such Participant or
assignee or prospective Participant or assignee. In connection with a Lender's
delivery of any financial statements and appraisals to any such Participant or
assignee or prospective Participant or assignee, such Lender shall also indicate
that the same are delivered on a confidential basis. Each Lender agrees to
provide Administrative Agent and Borrower with notice of all Participations sold
by such Lender.

                  Section 12.06 Documentation Satisfactory. All documentation
required from or to be submitted on behalf of Borrower in connection with this
Agreement and the documents relating hereto shall be subject to the prior
approval of, and be satisfactory in form and substance to, Administrative Agent,
its counsel and, where specifically provided herein, Lenders. In addition, the
persons or parties responsible for the execution and delivery of, and
signatories to, all of such documentation, shall be acceptable to, and subject
to the approval of, Administrative Agent and its counsel.

                  Section 12.07 Notices. Except as expressly provided otherwise,
all notices, demands, consents, approvals and statements required or permitted
hereunder shall be in writing and shall be deemed to have been sufficiently
given or served for all purposes when presented personally, three (3) days after
mailing by registered or certified mail, postage prepaid, or one (1) day after
delivery to a nationally recognized overnight courier service providing evidence
of the date of delivery, addressed to a party at its address on the signature
page hereof or of the applicable Assignment and Assumption Agreement, or at such
other address of which a party shall have notified the party giving such notice
in writing in accordance with the foregoing requirements.

                  Section 12.08 Setoff. Borrower agrees that, in addition to
(and without limitation of) any right of setoff, bankers' lien or counterclaim a
Lender may otherwise have, Administrative Agent and each Lender shall be
entitled, but only with the prior consent of the Required Lenders, to offset
balances (general or special, time or demand, provisional or final) held by it
for the account of Borrower at any of Administrative Agent's or such Lender's
offices, in Dollars or in any other currency, against any amount payable by
Borrower to Administrative Agent or such Lender under this Agreement or such
Lender's Notes or any other Loan Document which is not paid


                                       70
<PAGE>   76


when due (regardless of whether such balances are then due to Borrower), in
which case it shall promptly notify Borrower and (in the case of setoff by a
Lender) Administrative Agent thereof; provided, however, that failure to give
such notice shall not affect the validity thereof. Payments by Borrower
hereunder or under the other Loan Documents shall be made without setoff or
counterclaim.

                  Section 12.09 Severability. The provisions of this Agreement
are intended to be severable. If for any reason any provision of this Agreement
shall be held invalid or unenforceable in whole or in part in any jurisdiction,
such provision shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without in any manner affecting the validity
or enforceability thereof in any other jurisdiction or the remaining provisions
hereof in any jurisdiction.

                  Section 12.10 Counterparts. This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument, and any party hereto may execute this Agreement by signing
any such counterpart.

                  Section 12.11 Intentionally Omitted.

                  Section 12.12 Governing Law. This Agreement shall be governed
by, and construed and enforced in accordance with, the Laws of the State of New
York (without giving effect to New York's principles of conflicts of law).

                  Section 12.13 Waivers. In connection with the obligations and
liabilities as aforesaid, Borrower hereby waives (i) promptness and diligence,
(ii) notice of any actions taken by Administrative Agent or any Lender under
this Agreement, any other Loan Document or any other agreement or instrument
relating thereto except to the extent otherwise provided herein, (iii) all other
notices, demands and protests, and all other formalities of every kind in
connection with the enforcement of the Obligations, the omission of or delay in
which, but for the provisions of this Section, might constitute grounds for
relieving Borrower of its obligations hereunder, (iv) any requirement that
Administrative Agent or any Lender protect, secure, perfect or insure any Lien
on all or any portion of the Mortgaged Property under any Mortgage or on any
other Collateral or exhaust any right or take any action against Borrower,
Guarantor or any other Person or against all or any portion of the Mortgaged
Property under any Mortgage or any other Collateral, (v) any right or claim of
right to cause a marshalling of the assets of Borrower, Guarantor or any other
Person and (vi) all rights of subrogation or contribution, whether arising by
contract or operation of law (including, without limitation, any such right
arising under the Federal Bankruptcy Code) or otherwise by reason of payment by
Borrower, either jointly or severally, pursuant to this Agreement or other Loan
Documents.

                  Section 12.14 Year 2000. Borrower represents, warrants and
covenants that it and Guarantor have taken and shall take all action reasonably
necessary to assure that its data processing (including internal accounting and
bookkeeping) systems, information technology systems and building systems
(including microprocessors for building systems) are capable of effectively
processing data and


                                       71
<PAGE>   77


information, including dates on and after January 1, 2000, and shall not cease
to perform, or provide, or cause any software and/or system which is material to
its operations or any interface therewith to provide, invalid or incorrect
results as a result of date functionality and/or data, or otherwise experience
any material degradation of performance or functionality arising from, relating
to or including date functionality and/or data which represents or references
different centuries or more than one century or leap years, and that all such
systems shall be reasonably effective and accurate in managing and manipulating
data derived from, involving or relating in any way to dates (including single
century formulas and multi-century or leap year formulas), and will not cause a
material abnormally ending scenario within such systems or in any software
and/or system with which such systems interface, or generate materially
incorrect values or invalid results involving such dates. At the request of
Administrative Agent, Borrower shall provide, and cause Guarantor to provide,
Administrative Agent with reasonably acceptable assurance of Borrower's and
Guarantor's year 2000 capability.

                  Section 12.15 Jurisdiction; Immunities. Borrower,
Administrative Agent and each Lender hereby irrevocably submit to the
jurisdiction of any New York State or U.S. federal court sitting in New York
City over any action or proceeding arising out of or relating to this Agreement,
the Notes or any other Loan Document. Borrower, Administrative Agent, and each
Lender irrevocably agree that all claims in respect of such action or proceeding
may be heard and determined in such New York State or U.S. federal court.
Borrower, Administrative Agent, and each Lender irrevocably consent to the
service of any and all process in any such action or proceeding by the mailing
of copies of such process to Borrower, Administrative Agent or each Lender, as
the case may be, at the addresses specified herein. Borrower, Administrative
Agent and each Lender agree that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by Law. Borrower,
Administrative Agent and each Lender further waive any objection to venue in the
State of New York and any objection to an action or proceeding in the State of
New York on the basis of forum non conveniens.

                  Nothing in this Section shall affect the right of Borrower,
Administrative Agent or any Lender to serve legal process in any other manner
permitted by Law.

                  To the extent that Borrower, Administrative Agent or any
Lender have or hereafter may acquire any immunity from jurisdiction of any court
or from any legal process (whether from service or notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) with respect
to itself or its property, Borrower, Administrative Agent and each Lender hereby
irrevocably waive such immunity in respect of its obligations under this
Agreement, the Notes and any other Loan Document.

                  BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER WAIVE ANY RIGHT
EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR
PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOANS. IN
ADDITION, BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN
CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF
ADMINISTRATIVE AGENT OR LENDERS


                                       72
<PAGE>   78


WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN,
ANY AND EVERY RIGHT BORROWER MAY HAVE TO (X) INJUNCTIVE RELIEF, (Y) INTERPOSE
ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM AND (Z) HAVE THE
SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING
CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT
BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST
ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

                  Section 12.16 Gross-Up For Taxes. All payments made by
Borrower under this Agreement and the Notes shall be made free and clear of, and
without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions
or withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, excluding income taxes and franchise or
other taxes (imposed in lieu of income taxes) imposed on a Lender as a result of
a present or former connection between such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from
such Lender's having executed, delivered or performed its obligations or
received a payment under, or enforced, this Agreement or its Notes). If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts
payable to such Lender hereunder or under its Notes the amounts so payable to
such Lender shall be increased to the extent necessary to yield to such Lender
(after payment of all Non-Excluded Taxes) interest or any such other amounts
payable with respect to the its Loan at the rates or in the amounts specified in
this Agreement and its Notes; provided, however, that Borrower shall not be
required to increase any such amounts payable to such Lender if such Lender is
not organized under the Laws of the United States or a state thereof and such
Lender fails to comply with the requirements of Section 10.13. Whenever any
Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter
Borrower shall send to Administrative Agent for the account of such Lender a
certified copy of an original official receipt received by Borrower showing
payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to Administrative Agent the
required receipts or other required documentary evidence, Borrower shall
indemnify such Lender for any incremental taxes, interest or penalties that may
become payable by such Lender as a result of any such failure. The agreements in
this Section shall survive the termination of this Agreement and the payment of
the Notes and all other amounts payable hereunder.

                  Section 12.17 Additions and Releases of Properties.

                  (a) Subject to the conditions set forth below in this Section,
Borrower shall have the right from time to time to (1) cause one or more office
properties owned by Borrower and approved by Administrative Agent in its sole
and absolute discretion, to be encumbered by a Mortgage and thereby become an
Office Property or (2) obtain the release of a Property from the Mortgage
encumbering such Property, each such addition


                                       73
<PAGE>   79


or release of a Property to effect an immediate change in the computations of
compliance with the covenants set forth in Section 8.01.

                  (b) The addition of any new Property shall be subject to the
satisfaction of the following conditions:

                  (i) There shall exist no Default or Event of Default;

                  (ii) Administrative Agent shall have received (x) a Mortgage
         of the Property, duly executed by Borrower and recorded (or delivered
         for recording) in the appropriate land records, together with executed
         financing statements filed (or delivered for filing) under the Uniform
         Commercial Code of all jurisdictions necessary or, in the opinion of
         Administrative Agent, desirable to perfect the lien created by said
         Mortgage and (y) an Indemnity, duly executed by Borrower and Guarantor
         (each such Mortgage and Indemnity to be substantially in the form of
         the Mortgages and Indemnities with respect to the Properties initially
         given as security for the Loans but with such changes as Administrative
         Agent reasonably deems necessary or advantageous under local law or in
         connection with the particular Property);

                  (iii) Each of the Property-specific representations and
         warranties set forth in this Agreement shall be true and correct in all
         material respects with respect to the Property;

                  (iv) The Property shall not have suffered any material
         casualty and no eminent domain proceedings material to the Property
         shall have been commenced (or threatened) with respect to all or any
         part thereof;

                  (v) Administrative Agent shall have received and approved an
         operating statement with respect to the Property for the most recent
         Fiscal Year and for the stub period ending with the most recent
         calendar quarter;

                  (vi) Administrative Agent shall have received and approved (x)
         each of the items listed in paragraphs (6) through (17) of Section 4.01
         with respect to the Property; and (y) such endorsements to the title
         insurance policies insuring the Mortgages as Administrative Agent shall
         reasonably require;

                  (vii) Administrative Agent shall have received from Borrower,
         and approved, a certificate of the sort required by clause (ii) of
         paragraph (3) of Section 6.09, which shall demonstrate Borrower's
         compliance, as of the date of the addition of the Property to be added,
         taking into account the addition of the Property, with the covenants of
         Borrower enumerated in said clause (ii);

                  (viii) Administrative Agent shall have received such other
         documents, opinions and assurances as it may reasonably request, all in
         form and substance reasonably satisfactory to Administrative Agent; and


                                       74
<PAGE>   80


                  (ix) Administrative Agent shall have received payment of all
         its reasonable out-of-pocket expenses in connection with the addition
         of the Property, including reasonable fees and expenses of counsel.

                  (c) The release of any Property shall be subject to the
satisfaction of the following conditions:

                  (i) There shall exist no Default or Event of Default;

                  (ii) Administrative Agent shall have received from Borrower,
         and approved, a certificate of the sort required by clause (ii) of
         paragraph (3) of Section 6.09, which shall demonstrate Borrower's and
         Guarantor's compliance, as of the date of the proposed release of the
         Property, taking into account the release of the Property; if
         necessary, Borrower shall make a payment in reduction of the
         outstanding principal amount of the Notes in an amount such that said
         covenants are complied with;

                  (iii) Concurrently with such release, the Property shall be
         conveyed to a Person other than Borrower; and

                  (iv) Administrative Agent shall have received from Borrower
         payment of Administrative Agent's reasonable out-of-pocket expenses in
         connection with such release, including reasonable fees and expenses of
         counsel.

                  Section 12.18 Reappraisals of Hotel Properties. At the request
of Administrative Agent, any Hotel Property shall be reappraised from time to
time for purposes of determining its Property Allocated Value; provided,
however, that no Hotel Property shall be reappraised more than once during any
twelve (12)-month period. Each such reappraisal shall (1) conform to the
requirements of Section 4.01(8) and (2) be reasonably acceptable in form and
substance (including methods, procedures and scope of services) to the
Administrative Agent. The cost of each such appraisal shall be paid by Borrower.

                  Section 12.19 Certain Provisions Regarding Disposition
Properties.

                  (a) Notwithstanding the provisions of Section 4.01, although a
Mortgage of each Disposition Property will be required to be executed and
delivered to Administrative Agent as a condition precedent to the making of the
Initial Advance, the recording of such Mortgages, as well as the delivery of
certain other items relating to the Disposition Properties, shall be deferred as
hereinafter provided (the parties hereto acknowledging that, as of the Closing
Date, the Disposition Properties are not owned by Borrower, but may, under
certain circumstances, be conveyed to Borrower as hereinafter provided).

                  (b) On or before the Closing Date:

                  (i) CEI LP shall deliver to Administrative Agent documents,
         duly executed by CEI LP (and Borrower where applicable) and in proper
         form for


                                       75
<PAGE>   81


         recording, where applicable, to effect the conveyance of fee title in
         the Disposition Properties to Borrower, such documents to include: (A)
         a Warranty Deed and Assignment, (B) a Blanket Conveyance, Bill of Sale
         and General Assignment, (C) an Assignment and Assumption of Leases and
         Rents and (D) a Bills Paid Affidavit (the foregoing documents,
         collectively, the "Disposition Property Conveyance Documents"); and

                  (ii) Borrower shall deliver to Administrative Agent the
         Mortgage and related UCC-1 financing statements for each Disposition
         Property, each duly executed and in proper form for recording or filing
         (the foregoing documents, collectively, the "Disposition Property
         Mortgages").

                  The Disposition Property Conveyance Documents and the
Disposition Property Mortgages shall be held by Administrative Agent and not
recorded or filed or otherwise released from Administrative Agent's possession
except as set forth below in this Section. If (x) an Event of Default shall
occur, then, with respect to all Disposition Properties or (y) if a particular
Disposition Property shall not be conveyed by CEI LP as contemplated by the
Sales Contract therefor within sixty (60) days after the Closing Date (as such
period may be extended by Administrative Agent) or if the Sales Contract
therefor terminates or is cancelled, then, with respect to each such
non-conveyed Disposition Property: (A) Administrative Agent shall be irrevocably
and unconditionally authorized to immediately record/file the Disposition
Property Conveyance Documents and the Disposition Property Mortgages in the
appropriate offices and (B) Borrower shall, within thirty (30) days after the
occurrence of the condition set forth in clause (x) or (y) above, as applicable,
deliver to Administrative Agent, at Borrower's expense, the items required by
paragraphs (6), (8), (10) and (12) of Section 4.01.

                  Borrower agrees, within five (5) days after demand by
Administrative Agent, to execute or cause the execution of all additional
documents and instruments, and to pay all costs, necessary to carry out the
intention of this Section. If Borrower shall fail to perform any of the
covenants or satisfy any of the conditions contained in this Section,
Administrative Agent and/or Lenders may perform such covenants or satisfy such
conditions on Borrower's behalf, and Borrower hereby irrevocably and
unconditionally directs and authorizes Lenders and/or Administrative Agent to
make advances to pay the costs of performing such covenants or satisfying such
conditions on Borrower's behalf, including, without limitation, the payment of
recording and transfer taxes and fees and reasonable attorneys' fees. Any such
advances made by Administrative Agent or Lenders shall be repaid by Borrower at
the Default Rate for Base Rate Loans and shall be secured by the Mortgages and
the Collateral Assignments. Borrower hereby appoints Administrative Agent as its
attorney-in-fact (which appointment shall be coupled with an interest and
irrevocable) for the purpose of executing any documents or doing any acts
necessary to carry out the intention of this Section.

                  (c) Upon the conveyance of a Disposition Property as
contemplated by the Sales Contract therefor (which conveyance shall be subject
to the satisfaction of the conditions for release of a Property set forth in
Section 12.17). Administrative Agent shall return to Borrower the Disposition
Property Mortgage and Disposition Property Conveyance Documents for such
Disposition Property being so conveyed.


                                       76
<PAGE>   82


                  Section 12.20 Partial Releases. Provided there exists no
Default, Administrative Agent shall release the liens of the Mortgages on the
Properties identified on SCHEDULE A as Four Westlake and Avallon Phase II (each,
a "Release Parcel"), in connection with the development by Borrower on each such
Release Parcel of office or other facilities, all reasonably approved by
Administrative Agent, that are compatible with the Improvements on the balance
of the applicable Property and of a first class quality and character consistent
with said Improvements. The Release Parcel, in the case of Four Westlake, shall
be an approximately 3.1759 acre parcel identified as the "Development Parcel" on
the survey by Dannenbaum Engineering Corporation, dated May 11, 1998, and, in
the case of Avallon Phase II, shall be of a size, and have a location and
configuration, reasonably acceptable to Administrative Agent. Such releases
shall be subject to Administrative Agent's receipt, in each case, of: (i)
evidence that the balance of the Property constitutes a separate tax lot and
endorsements to the title insurance policy for the Mortgage of the Property to
such effect and further insuring that the lien of such Mortgage will not be
impaired by virtue of the release of the Release Parcel, (ii) an opinion of
Borrower's counsel (or other evidence) that the portion of the Property
remaining subject to the Mortgage complies with all applicable requirements of
Governmental Authorities (including zoning), (iii) a current survey of the
Premises, specifically delineating the Release Parcel, certified to
Administrative Agent and the Title Insurer, (iv) evidence that the portion of
the Property remaining subject to the Mortgage has adequate pedestrian and
vehicular access for the contemplated uses thereof to publicly dedicated roads,
(v) such other documents, opinions and assurances as Administrative Agent may
reasonably request (all of the foregoing items (i) through (v) to be in form and
substance reasonably satisfactory to Administrative Agent), and (vi) payment of
Administrative Agent's reasonable out-of-pocket expenses, including the fees and
expenses of its counsel, in connection with the foregoing transactions.


                                       77
<PAGE>   83


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first above
written.

                           CRESCENT REAL ESTATE FUNDING VIII, L.P., a
                           Delaware limited partnership (as Borrower)

                           By: CRE Management VIII, LLC, a Delaware
                               limited liability company, its general partner

                               By: Crescent Real Estate Equities Limited
                                   Partnership, a Delaware limited
                                   partnership, its sole member

                                   By: Crescent Real Estate Equities,
                                       Ltd., a Delaware corporation, its
                                       general partner


                                       By: /s/ Christopher T. Porter
                                           -------------------------------------
                                         Name:  Christopher T. Porter
                                         Title: Vice President &
                                                Treasurer

                           Address for notices:

                           c/o Crescent Real Estate Equities Limited Partnership
                           777 Main Street, Suite 2100
                           Forth Worth, TX  76102-5325
                           Attention: Chris Porter
                           Telephone: (817) 321-1455
                           Telecopy:  (817) 321-2000


                                       78
<PAGE>   84


                           For the purpose of signifying its agreement to the
                           provisions of Section 7.01:

                           CRE MANAGEMENT VIII, LLC,
                             a Delaware limited liability company

                           By: Crescent Real Estate Equities Limited
                               Partnership, a Delaware limited partnership, its
                               sole member

                               By: Crescent Real Estate Equities, Ltd., a
                                   Delaware corporation, its general partner


                                   By: /s/ Christopher T. Porter
                                      ------------------------------------------
                                      Name:  Christopher T. Porter
                                      Title: Vice President & Treasurer


                           UBS AG, STAMFORD BRANCH
                           (as Lender and Administrative Agent)


                           By: /s/Jeffrey W. Wald
                               -------------------------------------------------
                              Name:  Jeffrey W. Wald
                              Title: Executive Director


                           By: /s/ David Goldman
                               -------------------------------------------------
                              Name:  David Goldman
                              Title: Director

                           Address for notices, Administrative Agent's Office
                           and Applicable Lending Office:

                           UBS AG, Stamford Branch
                           c/o Warburg Dillon Read LLC299 Park Avenue
                           New York, NY  10171
                           Attention:  Xiomara Martez
                           Telephone:  212-821-3872
                           Telecopy:  212-821-4138

                               [EXHIBITS OMITTED]


                                       79
<PAGE>   85


                                   SCHEDULE A

                                   PROPERTIES

<TABLE>
<CAPTION>
                                  SQUARE
                                FOOTAGE/# OF                                                                   PROPERTY
       PROPERTY                    ROOMS                               LOCATION                            ALLOCATED VALUE
       --------                 ------------                           --------                            ---------------
<S>                             <C>                 <C>                                                    <C>
OFFICE - PART I:

3333 Lee Parkway                    233,769                 3333 Lee Parkway Dallas, TX                        $26,700,000
Four Westlake                       561,065             200 Westlake Park Blvd. Houston, TX                     73,800,000
Greenway I & IA                     146,704              2150 Lakeside Blvd. Richardson TX                      19,900,000
The Addison                         215,016                16415 Addison Road Dallas, TX                        23,500,000
Three Westlake                      414,251             550 Westlake Park Blvd. Houston, TX                     36,250,000
5050 Quorum                         133,594                 5050 Quorum Drive Dallas, TX                        12,900,000
Addison Tower                       145,886               14951 Dallas Parkway Dallas, TX                       14,000,000
Austin Center                       343,665                 701 Brazos Street Austin, TX                        42,000,000
Avallon Phase II                    106,342                10415 Morado Circle Austin, TX                       15,500,000
Cedar Springs Plaza                 110,923                2501 Cedar Springs Dallas, TX                        11,700,000
Greenway II                         154,329              2400 Lakeside Blvd. Richardson, TX                     18,300,000
Post Oak Central                  1,277,516             2000 Post Oak Boulevard Houston, TX                    170,000,000
Spectrum Centre                     598,250                5080 Spectrum Drive Dallas, TX                       71,300,000
Stemmons Place                      634,381               2777 Stemmons Freeway Dallas, TX                      50,000,000
Trammell Crow Center              1,128,331                 2001 Ross Avenue Dallas, TX                        164,300,000
1800 West Loop South                399,777               1800 West Loop South Houston, TX                      40,000,000
Palisades Central I                 180,503          2425 N. Central Expressway Richardson, TX                  17,300,000
Palisades Central II                237,731          2435 N. Central Expressway Richardson, TX                  24,900,000
Washington Harbour                  536,206            3050 K. Street, N.W. Washington, D.C.                   145,000,000

OFFICE - PART II:

Amberton Tower                      255,052            4144 N. Central Expressway Dallas, TX                    17,000,000
Concourse Office Park               244,897               6310-6390 LBJ Freeway Dallas, TX                      15,900,000
One Preston Park                     40,525                     2301 Ohio Plano, TX                              2,500,000
Valley Centre                        74,861             9901 Valley Ranch Parkway Dallas, TX                     7,100,000
Walnut Green*                       158,669              7502 Greenville Avenue Dallas, TX                   *** 2,364,107
AT&T Building*                      184,581               1875 Lawrence Street Denver, CO                   *** 11,376,644
Woodlands*                          810,630                     **The Woodlands, TX                         *** 74,647,857
Bank One - Austin                   389,503                221 West 6th Street Austin, TX                       61,000,000
Frost Bank Plaza                    433,024                816 Congress Avenue Austin, TX                       67,000,000
1615 Poydras*                       508,741             1615 Poydras Street New Orleans, LA                 *** 44,532,389
(Freeport-McMoran)
Central Park Plaza*                 409,850               222 South 15th Street Omaha, NE                   *** 31,009,283
HOTEL/RESORT:

Sonoma Mission Inn                      198        18140 Sonoma Highway 12 Boyes Hot Springs, CA                85,000,000
Sonoma Golf Club                      -----                17700 Arnold Drive Sonoma, CA                        15,000,000
Canyon Ranch Tucson                     250              8600 E. Rockcliff Road Tucson, AZ                      70,200,000
Ventana Inn                              62                   Highway One Big Sur, CA                           32,000,000
Omni Austin                             315           700 San Jacinto at 8th Street Austin, TX                  40,000,000
</TABLE>

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<PAGE>   86


*    Indicates Properties currently under contract
**   3606 Research Forest, 3200 Research Forest, 8701 New Trail Drive, 8665 New
     Trails Ln., 4200 Research Forest Drive, 8301 New Trails Drive, 8401 New
     Trails Drive, 10200 Grogan's Mill Road, 10077 Grogan's Mill Road, 10055
     Grogan's Mill Road, 1400 Woodloch Forest and 1610 Woodstead Court, all in
     The Woodlands, Texas
***  Initial Property Capitalization Value is used as initial Property Allocated
     Value for these Properties