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                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


                           dated as of April 16, 1997


                                      among


                         CARRAMERICA REALTY CORPORATION,


                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                    as Bank and as Lead Agent for the Banks,


                COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK BRANCH,
                             as Bank and as Co-Agent
                                       and

                             THE BANKS LISTED HEREIN



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                                TABLE OF CONTENTS

                                                              Page
                                                              ----

     ARTICLE I

                   DEFINITIONS................................  2
     SECTION 1.1.  Definitions................................  2
     SECTION 1.2.  Accounting Terms and Determinations........ 17
     SECTION 1.3.  Types of Borrowings........................ 18

     ARTICLE II

                   THE CREDITS................................ 18
     SECTION 2.1.  Commitments to Lend........................ 18
     SECTION 2.2.  Notice of Borrowing........................ 19
     SECTION 2.3.  Notice to Banks; Funding of Loans.......... 20
     SECTION 2.4.  Notes...................................... 21
     SECTION 2.5.  Maturity of Loans.......................... 22
     SECTION 2.6.  Interest Rates............................. 22
     SECTION 2.7.  Fees....................................... 24
     SECTION 2.8.  Mandatory Termination; Extension Option.... 24
     SECTION 2.9.  Mandatory Prepayment....................... 25
     SECTION 2.10.  Optional Prepayments...................... 27
     SECTION 2.11.  General Provisions as to Payments......... 28
     SECTION 2.12.  Funding Losses............................ 29
     SECTION 2.13.  Computation of Interest and Fees.......... 29
     SECTION 2.14.  Method of Electing Interest Rates......... 30

     ARTICLE III

                   CONDITIONS................................. 32
     SECTION 3.1.  Closing.................................... 32
     SECTION 3.2.  Borrowings................................. 34
     SECTION 3.3.  Conditions Precedent to Additional
                     Mortgaged Property Assets................ 35
     SECTION 3.4.  Mortgaged Properties....................... 36

     ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES............. 39
     SECTION 4.1.  Existence and Power........................ 39
     SECTION 4.2.  Power and Authority........................ 40
     SECTION 4.3.  No Violation............................... 40
     SECTION 4.4.  Financial Information...................... 40
     SECTION 4.5.  Litigation................................. 41
     SECTION 4.6.  Compliance with ERISA...................... 42
     SECTION 4.7.  Environmental Compliance................... 42
     SECTION 4.8.  Taxes...................................... 44
     SECTION 4.9.  Full Disclosure............................ 44



<PAGE>


     SECTION 4.10.  Solvency.................................. 45
     SECTION 4.11.  Use of Proceeds; Margin Regulations....... 45
     SECTION 4.12.  Governmental Approvals.................... 45
     SECTION 4.13.  Investment Company Act; Public Utility
                      Holding Company Act..................... 45
     SECTION 4.14.  Closing Date Transactions................. 45
     SECTION 4.15.  Representations and Warranties in Loan
                      Documents............................... 46
     SECTION 4.16.  Intentionally Omitted..................... 46
     SECTION 4.17.  No Default................................ 46
     SECTION 4.18.  Licenses, etc............................. 46
     SECTION 4.19.  Compliance With Law....................... 46
     SECTION 4.20.  No Burdensome Restrictions................ 47
     SECTION 4.21.  Brokers' Fees............................. 47
     SECTION 4.22.  Labor Matters............................. 47
     SECTION 4.23.  Organizational Documents.................. 47
     SECTION 4.24.  Principal Offices......................... 48
     SECTION 4.25.  REIT Status............................... 48
     SECTION 4.26.  Ownership of Property..................... 48
     SECTION 4.27.  Security Interests and Liens.............. 48
     SECTION 4.28.  Structural Defects and Violation of Law... 48

     ARTICLE V

                   AFFIRMATIVE AND NEGATIVE COVENANTS......... 49
     SECTION 5.1.  Information................................ 49
     SECTION 5.2.  Payment of Obligations..................... 53
     SECTION 5.3.  Maintenance of Property; Insurance......... 53
     SECTION 5.4.  Conduct of Business........................ 54
     SECTION 5.5.  Compliance with Laws....................... 54
     SECTION 5.6.  Inspection of Property, Books and Records.. 54
     SECTION 5.7.  Existence.................................. 55
     SECTION 5.8.  Financial Covenants........................ 55
     SECTION 5.9.  Restriction on Fundamental Changes;
                     Operation and Control.................... 56
     SECTION 5.10.  Intentionally Omitted..................... 56
     SECTION 5.11.  Sale of the Property...................... 56
     SECTION 5.12.  Fiscal Year; Fiscal Quarter............... 56
     SECTION 5.13.  Margin Stock.............................. 57
     SECTION 5.14   Use of Proceeds........................... 57

     ARTICLE VI

                   DEFAULTS................................... 57
     SECTION 6.1.  Events of Default.......................... 57
     SECTION 6.2.  Rights and Remedies........................ 60
     SECTION 6.3.  Notice of Default.......................... 61



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     ARTICLE VII

                   THE LEAD AGENT............................. 62
     SECTION 7.1.  Appointment and Authorization.............. 62
     SECTION 7.2.  Lead Agent and Affiliates.................. 62
     SECTION 7.3.  Action by Lead Agent....................... 62
     SECTION 7.4.  Consultation with Experts.................. 62
     SECTION 7.5.  Liability of Lead Agent.................... 62
     SECTION 7.6.  Indemnification............................ 63
     SECTION 7.7.  Credit Decision............................ 63
     SECTION 7.8.  Successor Lead Agent....................... 63
     SECTION 7.9.  Lead Agent's Fee........................... 64
     SECTION 7.10.  Copies of Notices......................... 64

     ARTICLE VIII

                   CHANGE IN CIRCUMSTANCES.................... 64
     SECTION 8.1.  Basis for Determining Interest Rate
                     Inadequate or Unfair..................... 64
     SECTION 8.2.  Illegality................................. 65
     SECTION 8.3.  Increased Cost and Reduced Return.......... 66
     SECTION 8.4.  Taxes...................................... 68
     SECTION 8.5.  Base Rate Loans Substituted for Affected
                     Euro-Dollar Loans........................ 70

     ARTICLE IX

                   MISCELLANEOUS.............................. 71
     SECTION 9.1.  Notices.................................... 71
     SECTION 9.2.  No Waivers................................. 71
     SECTION 9.3.  Expenses; Indemnification.................. 71
     SECTION 9.4.  Sharing of Set-Offs........................ 74
     SECTION 9.5.  Amendments and Waivers..................... 75
     SECTION 9.6.  Successors and Assigns..................... 76
     SECTION 9.7.  Governing Law; Submission to Jurisdiction.. 77
     SECTION 9.8.  Marshaling; Recapture...................... 79
     SECTION 9.9.  Counterparts; Integration; Effectiveness... 79
     SECTION 9.10.  WAIVER OF JURY TRIAL...................... 79
     SECTION 9.11.  Survival.................................. 80
     SECTION 9.12.  Domicile of Loans......................... 80
     SECTION 9.13.  Limitation of Liability................... 80
     SECTION 9.14.  Confidentiality........................... 82


Exhibits Intentionally Omitted


<PAGE>


                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


          AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of April 16,
1997, among CARRAMERICA REALTY CORPORATION (the "Borrower"), MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as Bank and as Lead Agent for the Banks, Commerzbank
Aktiengesellschaft, New York Branch, as Co-Agent, and the BANKS listed on the
signature pages hereof (the "Banks").


                              W I T N E S S E T H:


          WHEREAS, the Borrower, Morgan Guaranty Trust Company of New York, as
Lead Agent and as a Bank, entered into the Revolving Credit Agreement, dated as
of January 28, 1997 (the "Initial Closing Date") (the "Existing Credit
Agreement"); and

          WHEREAS, the parties hereto have agreed to amend and restate the terms
and conditions contained in the Existing Credit Agreement in their entirety as
hereinafter set forth.

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

          I. The Existing Credit Agreement is hereby modified so that all of the
terms and conditions of the aforesaid Existing Credit Agreement shall be
restated in their entirety as set forth herein, and the Borrower agrees to
comply with and be subject to all of the terms, covenants and conditions of this
Agreement.

          II. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and assigns, and shall be
deemed to be effective as of the date hereof.

          III. Any reference in the Mortgages, any other Loan Document or any
other document executed in connection with this Agreement to the Existing Credit
Agreement shall be deemed to refer to this Agreement.


<PAGE>



                                       I

                                   DEFINITIONS

          I.1. Definitions. The following terms, as used herein, have the
following meanings:

          "Adjusted London Interbank Offered Rate" has the meaning set forth in
Section 2.6(b).

          "Administrative Questionnaire" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Lead Agent and
submitted to the Lead Agent (with a copy to the Borrower) duly completed by such
Bank.

          "Agreement" means this Amended and Restated Revolving Credit Agreement
as the same may from time to time hereafter be modified, supplemented or
amended.

          "Allocated Mortgaged Property Loan Amount" means as to any Mortgaged
Property, an amount equal to the lesser of sixty-five percent (65%) of (x) the
purchase price thereof and (y) the Appraised Value thereof. As of the date
hereof, the Allocated Mortgaged Property Loan Amounts for the Mortgaged
Properties are identified on Exhibit D attached hereto and made a part hereof.

          "Applicable Lending Office" means, with respect to any Bank, (i) in
the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the
case of its Euro-Dollar Loans, its Euro-Dollar Lending Office.

          "Appraisals" means, with respect to each Mortgaged Property, the
independent appraisals, prepared and delivered to the Lead Agent at the
Borrower's sole cost and expense and conforming to the regulations promulgated
pursuant to FIRREA, initially completed by Cushman & Wakefield in the case of
Appraisals for the Mortgaged Properties as of the date of this Agreement;
provided, that apart from the Appraisal provided for each Real Property Asset at
the time it becomes a Mortgaged Property,


                                       2



<PAGE>


the Lead Agent may commission Appraisals only in accordance with the provisions
of Section 3.4(b) hereof.

          "Appraised Value" means the value of any Mortgaged Property as
indicated on the most recent Appraisal thereof.

          "Assignee" has the meaning set forth in Section 9.6(c).

          "Assignments" means the Assignments of Leases, Rents and Security
Deposits executed by the Borrower on or prior to the date hereof or as of the
date of acquisition of a Mortgaged Property, securing all or a portion of the
Loans.

          "Bank" means each bank listed on the signature pages hereof, each
Assignee which becomes a Bank pursuant to Section 9.6(c), and their respective
successors.

          "Bankruptcy Code" means Title 11 of the United States Code, entitled
"Bankruptcy", as amended from time to time, and any successor statute or
statutes.

          "Base Rate" means, for any day, a rate per annum equal to the higher
of (i) the Prime Rate for such day and (ii) the sum of the Federal Fund's Rate
plus .50%.

          "Base Rate Loan" means a Loan to be made by a Bank as a Base Rate Loan
in accordance with the applicable Notice of Borrowing or pursuant to Article
VIII.

          "Benefit Arrangement" means at any time an employee benefit plan
within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by any
member of the ERISA Group.

          "Borrower" means CarrAmerica Realty Corporation and its successors.

          "Borrowing" means a borrowing hereunder consisting of Loans made to
the Borrower at the same time by the Banks pursuant to Article II. A Borrowing
is a


                                       3

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"Domestic Borrowing" if such Loans are Base Rate Loans or a "Euro-Dollar
Borrowing" if such Loans are Euro-Dollar Loans.

          "Closing Date" means the date on which the Lead Agent shall have
received the documents specified in or pursuant to Section 3.1.

          "Collateral" means all property and interests in property now owned or
hereafter acquired in or upon which a Lien has been or is purported or intended
to have been granted to the Lead Agent on behalf of the Banks under each of the
Mortgages and other Loan Documents.

          "Commitment" means, with respect to each Bank, the amount committed to
be loaned by such Bank pursuant to this Agreement, as such amount may be reduced
from time to time pursuant to Sections 2.8 and 2.9.

          "Contingent Obligation" as to any Person means, without duplication,
(i) any contingent obligation of such Person required to be shown on such
Person's balance sheet in accordance with GAAP, and (ii) any obligation required
to be disclosed in the footnotes to such Person's financial statements,
guaranteeing partially or in whole any non-recourse Debt, lease, dividend or
other obligation, exclusive of contractual indemnities (including, without
limitation, any indemnity or price-adjustment provision relating to the purchase
or sale of securities or other assets) and guarantees of non-monetary
obligations (other than guarantees of completion) which have not yet been called
on or quantified, of such Person or of any other Person. Notwithstanding
anything contained herein to the contrary, "Contingent Obligations" shall not be
deemed to include guarantees of Unused Commitments or of construction loans to
the extent the same have not been drawn.

          "Debt" of any Person means, without duplication, (A) as shown on such
Person's consolidated balance sheet (i) all indebtedness of such Person for
borrowed money or for the deferred purchase price of property and, (ii) all
indebtedness of such Person evidenced by a note, bond, debenture or similar
instrument (whether or not disbursed in full in the case of a construction
loan),


                                       4


<PAGE>


(B) the face amount of all letters of credit issued for the account of
such Person and, without duplication, all unreimbursed amounts drawn thereunder,
(C) all Contingent Obligations of such Person, (D) all payment obligations of
such Person under any interest rate protection agreement (including, without
limitation, any interest rate swaps, caps, floors, collars and similar
agreements) and currency swaps and similar agreements which were not entered
into specifically in connection with Debt set forth in clauses (A), (B) or (C)
hereof.

          "Debt Service" shall mean, measured as of the last day of each
calendar quarter, an amount equal to the greater of (i) the product of four (4)
and the amount of interest actually payable by the Borrower on the Loans for the
quarter then ended (so as to be determined on an annualized basis) and (ii)
Pro-Forma Debt Service.

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

          "Domestic Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in New York City are authorized by law to
close.

          "Domestic Lending Office" means, as to each Bank, its office located
within the United States at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its Domestic
Lending Office) or such other office within the United States as such Bank may
hereafter designate as its Domestic Lending Office by notice to the Borrower and
the Lead Agent.

          "Due Diligence Package" has the meaning provided in Section 3.3.

          "Environmental Affiliate" means any partnership, or joint venture,
trust or corporation in which an equity interest is owned by the Borrower,
either directly or indirectly.


                                       5


<PAGE>


          "Environmental Approvals" means any permit, license, approval, ruling,
variance, exemption or other authorization required under applicable
Environmental Laws.

          "Environmental Claim" means, with respect to any Person, any notice,
claim, demand or similar communication (written or oral) by any other Person
alleging potential liability for investigatory costs, cleanup costs,
governmental response costs, natural resources damage, property damage, personal
injuries, fines or penalties arising out of, based on or resulting from (i) the
presence, or release into the environment, of any Material of Environmental
Concern at any location, whether or not owned by such Person or (ii)
circumstances forming the basis of any violation, or alleged violation, of any
Environmental Law, in each case as to which there is a reasonable likelihood of
an adverse determination with respect thereto and which, if adversely
determined, would have a Material Adverse Effect.

          "Environmental Indemnity" means the Environmental Indemnity(ies)
executed by the Borrower on or prior to the date hereof or as of the date of the
addition of a Real Property Asset to the Mortgaged Properties.

          "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions,regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
the environment, the effect of the environment on human health or to emissions,
discharges or releases of pollutants, contaminants, Material of Environmental
Concern or hazardous wastes into the environment including, without limitation,
ambient air, surface water, ground water, or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, Material of Environmental
Concern or hazardous wastes or the clean-up or other remediation thereof.

          "Environmental Report" has the meaning set forth in Section 4.7.



                                       6

<PAGE>


          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

          "ERISA Group" means the Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.

          "Euro-Dollar Borrowing" has the meaning set forth in Section 1.3.

          "Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

          "Euro-Dollar Lending Office" means, as to each Bank, its office,
branch or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice
to the Borrower and the Lead Agent.

          "Euro-Dollar Loan" means a Loan to be made by a Bank as a Euro-Dollar
Loan in accordance with the applicable Notice of Borrowing.

          "Euro-Dollar Reserve Percentage" has the meaning set forth in Section
2.6(b).

          "Event of Default" has the meaning set forth in Section 6.1.

          "Extension Date" has the meaning set forth in Section 2.8.

          "Extension Notice" has the meaning set forth in Section 2.8.




                                       7
<PAGE>


          "Extension Option" has the meaning set forth in Section 2.8.

          "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day; provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to Morgan on such day on such transactions
as determined by the Lead Agent.

          "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System as constituted from time to time.

          "FFO" means "funds from operations," as defined in the National
Association of Real Estate Investment Trusts ("NAREIT") White Paper on Funds
From Operations as approved by the NAREIT Board of Governors on March 3, 1995.

          "Financing Statements" means those Uniform Commercial Code Financing
Statements executed by the Borrower on or prior to the date hereof or as of the
date of an addition of a Real Property Asset to the Mortgaged Properties for the
purpose of perfecting the security interest in any personal property serving as
collateral for the Loans pursuant to any Loan Document, as to which personal
property a security interest may properly be perfected by the filing, in the
relevant jurisdiction, of a Financing Statement.

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


                                       8


<PAGE>


          "GAAP" means generally accepted accounting principles recognized as
such in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and Board or in such
other statements by such other entity as may be approved by a significant
segment of the accounting profession, which are applicable to the circumstances
as of the date of determination.

          "Governmental Authority" means any Federal, state or local government
or any other political subdivision thereof or agency exercising executive,
legislative, judicial, regulatory or administrative functions having
jurisdiction over the Borrower or any Mortgaged Property.

          "Group of Loans" means, at any time, a group of Loans consisting of
(i) all Loans which are Base Rate Loans at such time, or (ii) all Loans which
are Euro-Dollar Loans having the same Interest Period at such time; provided
that, if a Loan of any particular Bank is converted to or made as a Base Rate
Loan pursuant to Section 8.2 or 8.4, such Loan shall be included in the same
Group or Groups of Loans from time to time as it would have been in if it had
not been so converted or made.

          "Improvements" has the meaning ascribed to it in each of the
Mortgages.

          "Indemnitee" has the meaning set forth in Section 9.3(b).

          "Initial Closing Date" has the meaning set forth in the recitals
hereto.

          "Interest Period" means: (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing and ending one,
two, three or six months thereafter, as the Borrower may elect in the applicable
Notice of Borrowing; provided that:

           (a) any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall be extended to the next succeeding
     Euro-Dollar Business Day unless such Euro-Dollar Business Day


                                       9

<PAGE>


     falls in another calendar month, in which case such Interest Period shall
     end on the next preceding Euro-Dollar Business Day;

           (b) any Interest Period which begins on the last Euro-Dollar Business
     Day of a calendar month (or on a day for which there is no numerically
     corresponding day in the calendar month at the end of such Interest Period)
     shall, subject to clause (c) below, end on the last Euro-Dollar Business
     Day of a calendar month; and

           (c) if any Interest Period includes a date on which a payment of
     principal of the Loans is required to be made under Section 2.9 but does
     not end on such date, then (i) the principal amount (if any) of each
     Euro-Dollar Loan required to be repaid on such date shall have an Interest
     Period ending on such date and (ii) the remainder (if any) of each such
     Euro-Dollar Loan shall have an Interest Period determined as set forth
     above.

(1) with respect to each Base Rate Borrowing, the period commencing on the date
of such Borrowing and ending 30 days thereafter; provided that:

          (a) any Interest Period (other than an Interest Period determined
     pursuant to clause (c)(i) above) which would otherwise end on a day which
     is not a Euro-Dollar Business Day shall be extended to the next succeeding
     Euro-Dollar Business Day; and

          (b) if any Interest Period includes a date on which a payment of
     principal of the Loans is required to be made under Section 2.9 but does
     not end on such date, then (i) the principal amount (if any) of each Base
     Rate Loan required to be repaid on such date shall have an Interest Period
     ending on such date and (ii) the remainder (if any) of each such Base Rate
     Loan shall have an Interest Period determined as set forth above.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.


                                       10


<PAGE>


          "Lead Agent" means Morgan Guaranty Trust Company of New York in its
capacity as Lead Agent for the Banks hereunder, and its successors in such
capacity.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has the practical effect of creating a security
interest, in respect of such asset. For the purposes of this Agreement, each of
the Borrower and any Subsidiary shall be deemed to own subject to a Lien any
asset which it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such asset.

          "Loan" means a Base Rate Loan or a Euro-Dollar Loan and "Loans" means
Base Rate Loans or Euro-Dollar Loans or any combination of the foregoing.

          "Loan Amount" has the meaning set forth in Section 2.1(a).

          "Loan Documents" means this Agreement, the Notes, the Mortgages, the
Assignments, the Environmental Indemnity, the Financing Statements and any
related documents.

          "London Interbank Offered Rate" has the meaning set forth in Section
2.6(b).

          "LTV Ratio" means the ratio, expressed as a percentage and calculated
on a quarterly basis, as of the last day of each calendar quarter, by the
Borrower, of the aggregate amount of the Loans outstanding as of the date of
determination, to the Mortgaged Properties Value as of the date of
determination.

          "Margin Stock" shall have the meaning provided such term in Regulation
U and Regulation G of the Federal Reserve Board.

          "Material Adverse Effect" means a material adverse effect upon the
ability of the Borrower to


                                       11


<PAGE>


perform its obligations hereunder in all material respects, including to pay
interest and principal.

          "Material Plan" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $5,000,000.

          "Material of Environmental Concern" means and includes pollutants,
contaminants, hazardous wastes, and toxic, radioactive, caustic or otherwise
hazardous substances, including petroleum, its derivatives, by-products and
other hydrocarbons, or any substance having any constituent elements displaying
any of the foregoing characteristics.

          "Maturity Date" has the meaning set forth in Section 2.8.

          "Minimum Debt Service Coverage" means as of the last day of each
calendar quarter, Net Operating Cash Flow equal to or greater than 125% of Debt
Service for periods ending on or prior to July 31, 1997 and 135% of Debt Service
for periods ending on or after August 1, 1997.

          "Morgan" means Morgan Guaranty Trust Company of New York, in its
individual capacity.

          "Mortgaged Properties" means, as of any date, the Real Property Assets
listed in Exhibit B attached hereto and made a part hereof, each of which is
100% owned in fee (or leasehold in the case of assets listed as such on Exhibit
B) by the Borrower, together with all Real Property Assets which have become
part of the Mortgaged Properties as of such date in accordance with Section 3.3
and excluding any Mortgaged Properties which have been released from this
Agreement, the Mortgage and the other Loan Documents as of such date in
accordance with Sections 3.4(c) and 5.13 and all other terms of this Agreement.

          "Mortgaged Properties Value" means the aggregate of the Appraised
Values of the Mortgaged Properties.


                                       12

<PAGE>


          "Mortgages" shall mean the mortgage(s), deed(s) to secure debt, and/or
deed(s) of trust executed by the Borrower on or prior to the date hereof or as
of the date of the addition of a Real Property Asset to the Mortgaged
Properties, securing all or a portion of the Loans, each of which Mortgages
shall be a first mortgage lien with respect to each Real Property Asset which is
the subject thereof.

          "Multiemployer Plan" means at any time an employee pension benefit
plan within the meaning of Section 4001(a)(3) of ERISA to which any member of
the ERISA Group is then making or accruing an obligation to make contributions
or has within the preceding five plan years made contributions, including for
these purposes any Person which ceased to be a member of the ERISA Group during
such five year period.

          "Net Operating Cash Flow" means, as of any date of determination, with
respect to all Mortgaged Properties, the Property Income which is the product of
four (4) and the Property Income for the quarter then ended (so as to be
determined on an annualized basis), but less (x) the Property Expenses which are
the product of four (4) and the Property Expenses with respect to all such
Mortgaged Properties for the quarter then ended (so as to be determined on an
annualized basis), and (y) appropriate reserves for replacements of not less
than $1.50 per square foot per annum for each Mortgaged Property.

          "Notes" means, collectively, the promissory notes of the Borrower,
each substantially in the form of Exhibit A hereto, evidencing the obligation of
the Borrower to repay the Loans, and "Note" means any one of such promissory
notes issued hereunder.

          "Notice of Borrowing" means a Notice of Borrowing (as defined in
Section 2.2).

          "Obligations" means all obligations, liabilities and indebtedness of
every nature of the Borrower from time to time owing to any Bank under or in
connection with this Agreement or any other Loan Document.


                                       13


<PAGE>


          "Outstanding Balance" means the aggregate outstanding and unpaid
principal balance of all Loans.

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

          "Participant" has the meaning set forth in Section 9.6(b).

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

          "Permitted LTV Ratio" means any LTV Ratio which is 65% or lower.

          "Person" means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

          "Plan" means at any time an employee pension benefit plan (other than
a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group for employees of any Person which
was at such time a member of the ERISA Group.

          "PML Reports" means one or more Probable Maximum Loss reports, in each
case reasonably acceptable to the Lead Agent.

          "Prime Rate" means the rate of interest publicly announced by Morgan
in New York City from time to time as its Prime Rate.

          "Pro-Forma Debt Service" means the amount determined by applying a
25-year mortgage style amortization schedule to the Loans outstanding as of the
last day


                                       14

<PAGE>


of the calendar quarter then ended, using an annual interest rate equal to the
Treasury Rate plus 1.50%, determined on an annualized basis.

          "Property Expenses" means, when used with respect to any Mortgaged
Property, the operating expenses of maintaining and operating such Real Property
Asset determined in accordance with GAAP, but excluding depreciation,
amortization and interest costs.

          "Property Income" means, when used with respect to any Mortgaged
Property, cash rents and other cash revenues received in the ordinary course
therefrom, including, without limitation, revenues from any parking leases and
lease termination fees amortized over the remaining term of the lease for which
such termination fee was received (other than the pre-paid rents and revenues
and security deposits except to the extent applied in satisfaction of tenants'
obligations for rent).

          "Property Release" has the meaning set forth in Section 3.4(c).

          "Real Property Assets" means as of any time, the real property assets
owned directly or indirectly by the Borrower at such time.

          "Reference Bank" means the principal London offices of Morgan.

          "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

          "Release" means any release, spill, emission, leaking, pumping,
pouring, dumping, emptying, deposit, discharge, leaching or migration.

          "Release Date" has the meaning set forth in Section 3.4(c).

          "Required Banks" means, at any time, Banks having at least 51% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated,


                                       15


<PAGE>


holding Notes evidencing at least 51% of the aggregate unpaid principal
amount of the Loans.

          "Requirements" means all present and future laws, statutes, codes,
ordinances, orders, judgments, decrees, injunctions, rules, regulations and
requirements of every Governmental Authority having jurisdiction over any
Mortgaged Property and all restrictive covenants applicable to any Mortgaged
Property.

          "Solvent" means, with respect to any Person, that the fair saleable
value of such Person's assets exceeds the Debts of such Person.

          "Subsidiary" means any corporation or other entity of which securities
or other ownership interests representing either (i) ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions or (ii) a majority of the economic interest therein, are at the time
directly or indirectly owned by the Borrower, including, without limitation,
Carr Real Estate Services, Inc., Carr Real Estate Services of Northern Virginia,
Inc., Carr Development and Construction, Inc. and CarrAmerica Realty, L.P.

          "Survey" means a survey (prepared in accordance with the ALTA
appropriate specifications) for each Mortgaged Property, prepared or
re-certified on a date not earlier than six (6) months prior to the date of the
applicable Mortgage, by a land surveyor duly licensed in the state in which such
Mortgaged Property is located.

          "Term" has the meaning set forth in Section 2.8.

          "Title Company" means, with respect to each Mortgaged Property, a
title insurance company of recognized national standing.

          "Title Commitment" means, for each Mortgaged Property, an ALTA fee or
leasehold title commitment or title policy (if available in the state where the
applicable Mortgaged Property is located; otherwise, such other form of fee or
leasehold title commitment or title


                                       16


<PAGE>

policy as is customarily used in such state) issued by the Title Company.

          "Treasury Rate" means, as of any date, a rate equal to the annual
yield to maturity on the U.S. Treasury Constant Maturity Series with a ten-year
maturity, as such yield is reported in Federal Reserve Statistical Release H.15
-- Selected Interest Rates, published most recently prior to the date the
applicable Treasury Rate is being determined. Such yield shall be determined by
straight line linear interpolation between the yields reported in Release H.15,
if necessary. In the event Release H.15 is no longer published, the Lead Agent
shall select, in its reasonable discretion, an alternate basis for the
determination of Treasury yield for U.S. Treasury Constant Maturity Series with
ten-year maturities.

          "Unfunded Liabilities" means, with respect to any Plan at any time,
the amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

          "United States" means the United States of America, including the
States and the District of Columbia, but excluding its territories and
possessions.

          "Unused Commitments" means an amount equal to all unadvanced funds
(other than unadvanced funds in connection with any construction loan) which the
Banks are obligated to advance to the Borrower, pursuant to this Agreement.

          I.2. Accounting Terms and Determinations. Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements


                                       17


<PAGE>


required to be delivered hereunder shall be prepared in accordance with GAAP,
applied on a basis consistent (except for changes concurred in by the Borrower's
independent public accountants) with the most recent audited consolidated
financial statements of the Borrower delivered to the Lead Agent and the Banks;
provided that, if the Borrower notifies the Lead Agent and the Banks that the
Borrower wishes to amend any covenant in Article V to eliminate the effect of
any change in GAAP on the operation of such covenant (or if the Lead Agent
notifies the Borrower that the Required Banks wish to amend Article V for such
purpose), then the Borrower's compliance with such covenant shall be determined
on the basis of GAAP in effect immediately before the relevant change in GAAP
became effective, until either such notice is withdrawn or such covenant is
amended in a manner satisfactory to the Borrower and the Required Banks.

          I.3. Types of Borrowings. The term "Borrowing" denotes the aggregation
of Loans of one or more Banks to be made to the Borrower pursuant to Article II
on a single date and for a single Interest Period. Borrowings are classified for
purposes of this Agreement by reference to the pricing of Loans comprising such
Borrowing (e.g., a "Euro-Dollar Borrowing" is a Borrowing comprised of
Euro-Dollar Loans).


                                       II

                                  THE CREDITS

          II.1. Commitments to Lend.

          (a) Each Bank severally agrees, on the terms and conditions set forth
in this Agreement, to make the Loans to the Borrower pursuant to this Section
from time to time during the Term in amounts such that the aggregate principal
amount of the Loans by such Bank at any one time outstanding shall not exceed
the amount of its Commitment. The aggregate amount of Loans to be made hereunder
shall not exceed One Hundred Fifty Million Dollars ($150,000,000) (the "Loan
Amount"). Each Borrowing under this subsection (a) shall be in an aggregate
principal amount of at least $2,500,000, or an integral


                                       18


<PAGE>


multiple of $1,000,000 in excess thereof and shall be made from the several
Banks ratably in proportion to their respective Commitments. Subject to the
limitations set forth herein, any amounts repaid may be reborrowed.
Notwithstanding anything to the contrary, the number of new Borrowings shall be
limited to two Borrowings per calendar month.

         (b) Notwithstanding anything in the preceding subparagraph (a) to the
contrary, the Borrowings shall in no event exceed (and no Bank shall be deemed
to have committed to fund its pro rata share of an amount which exceeds) (A) the
aggregate of the Allocated Mortgaged Property Loan Amount for all Mortgaged
Properties, as it may increase or decrease from time to time in accordance with
the provisions hereof or (B) an amount which would result in the violation of
any provision of Section 5.8(a) or (b).

          II.2. Notice of Borrowing. The Borrower shall give the Lead Agent
notice (a "Notice of Borrowing") not later than 10:00 a.m. (New York City time)
(x) one Domestic Business Day before each Base Rate Borrowing or (y) the third
Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:

              (i) the date of such Borrowing, which shall be a Domestic Business
Day in the case of a Domestic Borrowing or a Euro-Dollar Business Day in the
case of a Euro-Dollar Borrowing,

              (ii) the aggregate amount of such Borrowing,

              (iii) whether the Loans comprising such Borrowing are to be Base
Rate Loans or Euro-Dollar Loans,

              (iv) in the case of a Euro-Dollar Borrowing, the duration of the
Interest Period applicable thereto, subject to the provisions of the definition
of Interest Period, and

              (v) the intended use for the proceeds of such Borrowing.



                                       19

<PAGE>


          II.3. Notice to Banks; Funding of Loans.

               (a) Upon receipt of a Notice of Borrowing, the Lead Agent shall
notify each Bank on the same day as it receives the Notice of Borrowing of the
contents thereof and of such Bank's share of such Borrowing and such Notice of
Borrowing shall not thereafter be revocable by the Borrower.

               (b) Not later than 2:00 P.M. (New York City time) on the date of
each Borrowing, each Bank shall (except as provided in subsection (c) of this
Section) make available its share of such Borrowing, in Federal or other funds
immediately available in New York City, to the Lead Agent at its address
referred to in Section 9.1. The Lead Agent will make the funds so received from
the Banks available to the Borrower at the Lead Agent's aforesaid address. Upon
any change in any of the Commitments in accordance herewith, there shall be an
automatic adjustment to each Bank's pro rata share thereof to reflect such
changed shares.

               (c) Unless the Lead Agent shall have received notice from a Bank
prior to the date of any Borrowing that such Bank will not make available to the
Lead Agent such Bank's share of such Borrowing, the Lead Agent may assume that
such Bank has made such share available to the Lead Agent on the date of such
Borrowing in accordance with subsection (b) of this Section 2.3 and the Lead
Agent may, in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount. If and to the extent that such Bank shall not
have so made such share available to the Lead Agent, such Bank and the Borrower
severally agree to repay to the Lead Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Lead Agent, at (i) in the case of the Borrower, a rate per annum
equal to the higher of the Federal Funds Rate and the interest rate applicable
thereto pursuant to Section 2.6 and (ii) in the case of such Bank, the Federal
Funds Rate. If such Bank shall repay to the Lead Agent such corresponding
amount, such amount so repaid shall constitute such


                                       20

<PAGE>


Bank's Loan included in such Borrowing for purposes of this Agreement. Repayment
to Lead Agent by the Borrower of any such amounts not advanced by a Bank shall
not constitute a waiver by the Borrower of any of its rights or remedies against
such Bank or otherwise.

          II.4. Notes.

               (a) The Loans shall be evidenced by the Notes, each of which
shall be payable to the order of each Bank for the account of its Applicable
Lending Office in an amount equal to each such Bank's Commitment.

               (b) Each Bank may, by notice to the Borrower and the Lead Agent,
request that its Loans of a particular type be evidenced by a separate Note in
an amount equal to the aggregate unpaid principal amount of such Loans. Each
such Note shall be in substantially the form of Exhibit A hereto, with
appropriate modifications to reflect the fact that it evidences solely Loans of
the relevant type. Each reference in this Agreement to the "Note" of such Bank
shall be deemed to refer to and include any or all of such Notes, as the context
may require.

               (c) Upon receipt of each Bank's Note pursuant to Section 3.1(a),
the Lead Agent shall forward such Note to such Bank. Each Bank shall record the
date, amount, type and maturity of each Loan made by it and the date and amount
of each payment of principal made by the Borrower with respect thereto, and may,
if such Bank so elects in connection with any transfer or enforcement of its
Note, endorse on the schedule forming a part thereof appropriate notations to
evidence the foregoing information with respect to each such Loan then
outstanding; provided that the failure of any Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so
to endorse its Note and to attach to and make a part of its Note a continuation
of any such schedule as and when required.


                                       21


<PAGE>


               (d) There shall be no more than five (5) Euro-Dollar Borrowings
outstanding at any one time pursuant to this Agreement.

          II.5. Maturity of Loans. The Loans shall mature, and the principal
amount thereof shall be due and payable, on the Maturity Date.

          II.6. Interest Rates.

               (a) Each Base Rate Loan shall bear interest on the outstanding
principal amount thereof, for each day from the date such Loan is made until it
becomes due, at a rate per annum equal to the sum of 0.50% plus the Base Rate
for such day. Such interest shall be payable for each Interest Period on the
last day thereof.

               (b) Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during the Interest Period applicable
thereto, at a rate per annum equal to the sum of 1.625% plus the Adjusted London
Interbank Offered Rate applicable to such Interest Period. Such interest shall
be payable for each Interest Period on the last day thereof and, if such
Interest Period is longer than three months, at intervals of three months after
the first day thereof.

               "Adjusted London Interbank Offered Rate" applicable to any
Interest Period means a rate per annum equal to the quotient obtained (rounded
upward, if necessary, to the next higher 1/100 of 1%) by dividing (i) the
applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar
Reserve Percentage.

               "Euro-Dollar Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in New York City with deposits exceeding five billion
dollars in respect of "Eurocurrency liabilities" (or in respect of any other
category of liabilities which includes deposits by reference to which the
interest rate on Euro-Dollar Loans is determined or any category of extensions
of credit or


                                       22

<PAGE>


other assets which includes loans by a non-United States office of any Bank to
United States residents). The Adjusted London Interbank Offered Rate shall be
adjusted automatically on and as of the effective date of any change in the
Euro-Dollar Reserve Percentage.

               "London Interbank Offered Rate" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of 1%)
of the respective rates per annum at which deposits in dollars are offered to
the Reference Bank in the London interbank market at approximately 11:00 a.m.
(London time) two Euro-Dollar Business Days before the first day of such
Interest Period in an amount approximately equal to the principal amount of the
Euro-Dollar Loan of such Reference Bank to which such Interest Period is to
apply and for a period of time comparable to such Interest Period.

               (c) In the event that, and for so long as, any Event of Default
shall have occurred and be continuing, the outstanding principal amount of the
Loans, and, to the extent permitted by law, overdue interest in respect of all
Loans, shall bear interest at the annual rate of the sum of the Prime Rate and
four percent (4%).

               (d) The Lead Agent shall determine each interest rate applicable
to the Loans hereunder. The Lead Agent shall give prompt notice to the Borrower
and the Banks of each rate of interest so determined, and its determination
thereof shall be conclusive in the absence of manifest error.

               (e) The Reference Bank agrees to use its best efforts to furnish
quotations to the Lead Agent as contemplated by this Section. If the Reference
Bank does not furnish a timely quotation, the provisions of Section 8.1 shall
apply.


                                       23



<PAGE>


          II.7. Fees.

               (a) Commitment Fee. During the Term, the Borrower shall pay Lead
Agent for the account of the Banks ratably in proportion to their respective
Commitments, a commitment fee at an annual rate of (i) .25% on the daily average
undrawn Commitments in any given quarter to the extent that the average of the
aggregate of undrawn Commitments calculated daily during such quarter is more
than 50% of the total Commitments or (ii) .1250% on the daily average undrawn
Commitments in any given quarter to the extent that the average of the aggregate
of undrawn Commitments calculated daily during such quarter is less than or
equal to 50% of the total Commitments, as applicable, payable quarterly, in
arrears. Such commitment fee shall accrue from and including the Initial Closing
Date to, but excluding, the Maturity Date (or, with respect to any Commitment,
such earlier date as such Commitment terminates in its entirety).

               (b) Administration Fee. On the Initial Closing Date and on each
six-month anniversary thereof during the Term, the Borrower shall pay to the
Lead Agent, for its own account, a fee (in each case, an "Administration Fee")
of $25,000.

               (c) Extension Fee. Simultaneously with the delivery of the
applicable Extension Notice, the Borrower shall pay to the Lead Agent with
respect to such Extension Option for the account of the Banks ratably in
proportion to their Commitments an extension fee of .125% of the aggregate
Commitments.

               (d) Fees Non-Refundable. All fees set forth in this Section 2.7
shall be deemed to have been earned on the date payment is due in accordance
with the provisions hereof and shall be non-refundable. The obligation of the
Borrower to pay such fees in accordance with the provisions hereof shall be
binding upon the Borrower and shall inure to the benefit of the Lead Agent and
the Banks regardless of whether any Loans are actually made.

         II.8. Mandatory Termination; Extension Option. The term (the "Term") of
the Commitments shall terminate


                                       24


<PAGE>


and expire on July 28, 1997, except as otherwise provided in this Section 2.8
below (as the same may be extended in accordance with the provisions of this
Section 2.8, the "Maturity Date"); except that, subject to the following
conditions, the Borrower shall have two options (each, an "Extension Option")
exercisable upon delivery by the Borrower of written notice thereof to the Lead
Agent (the "Extension Notice") on or before the date which is thirty (30) days
prior to the Maturity Date (which Extension Notice the Lead Agent shall promptly
deliver to the Banks) to extend the Term of the Loans and the Maturity Date for
an additional six month period (each, an "Extension Period"), such that the Term
shall expire on January 28, 1998 or July 28, 1998, as the case may be. The
Borrower's right to exercise either Extension Option shall be subject to the
following terms and conditions: (i) no Event of Default shall have occurred and
be continuing both on the date the Borrower delivers the applicable Extension
Notice to the Lead Agent and on the date the applicable Extension Period shall
commence (each, an "Extension Date"), (ii) the Borrower shall pay to the Lead
Agent (x) for the account of the Banks ratably in proportion to their respective
Commitments, the Extension Fee within the time period set forth in Section
2.7(c), and (y) in the case of the second Extension Option, for its own account,
the additional fee pursuant to Section 2.7(b), and (iii) no Material Adverse
Effect shall have occurred. If any Loans are outstanding on the Maturity Date,
the same shall be due and payable (together with accrued interest thereon) on
the Maturity Date, and Borrower shall repay the same in full.

          II.9. Mandatory Prepayment.

          (a) If as of the last day of any calendar quarter the LTV Ratio
exceeds the Permitted LTV Ratio, provided that no Event of Default has occurred
and is continuing, either (i) the Borrower shall add additional Real Property
Assets to the Mortgaged Properties within 60 days of the date the LTV Ratio
exceeded the Permitted LTV Ratio, in accordance with the provisions of Section
3.3, or (ii) the Borrower shall pay to the Lead Agent, for the account of the
Banks, within 60 days of the date the LTV Ratio exceeded the Permitted LTV
Ratio, an amount such that the Loans outstanding subsequent to such payment



                                       25

<PAGE>


do not cause the LTV Ratio to exceed the Permitted LTV Ratio.

          (b) In the event that a Mortgaged Property is sold in accordance with
Section 3.4(c) hereof, the Borrower shall simultaneously with such sale, prepay
to the Lead Agent, for the account of the Banks, an amount such that the Loans
outstanding subsequently to such sale do not cause (i) the LTV Ratio with
respect to the remaining Mortgaged Properties to exceed the Permitted LTV Radio
or (ii) the Minimum Debt Service Coverage to be exceeded. Sale of a Mortgaged
Property in violation of this Section 2.9 shall constitute an Event of Default.

          (c) In the event that the Minimum Debt Service Coverage is not
maintained as of the last day of a calendar quarter, either (i) the Borrower
will add a Real Property Asset to the Mortgaged Properties in accordance with
this Agreement which, on a pro forma basis (i.e. the Minimum Debt Service
Coverage shall be recalculated to include such Real Property Asset as though the
same had been a Mortgaged Property for the entire applicable period) would
result in compliance with the Minimum Debt Service Coverage or (ii) the Borrower
shall prepay to the Lead Agent, for the account of the Banks, an amount
necessary to cause the Minimum Debt Service Coverage to be in compliance within
60 days of the date on which the Minimum Debt Service Coverage failed to be
maintained. Failure by the Borrower to comply with the Minimum Debt Service
Coverage within 60 days of the date of such non-compliance shall be an Event of
Default.


                                       26

<PAGE>


          II.10. Optional Prepayments.

          (a) The Borrower may, upon at least one Domestic Business Day's notice
to the Lead Agent, prepay to the Lead Agent, for the account of the Banks, any
Base Rate Borrowing in whole at any time, or from time to time in part in
amounts aggregating One Million Dollars ($1,000,000), or an integral multiple of
One Million Dollars ($1,000,000) in excess thereof or, if less, either (i) the
outstanding principal balance of all Loans hereunder or (ii) the amounts payable
calculated in accordance with the provisions of Section 2.9, by paying the
principal amount to be prepaid together with accrued interest thereon to the
date of prepayment. Each such optional prepayment shall be applied to prepay
ratably the Loans of the several Banks included in such Borrowing.

          (b) Except as provided in Section 8.2, the Borrower may not prepay all
or any portion of the principal amount of any Euro-Dollar Loan prior to the
maturity of the Interest Period thereof unless the Borrower shall also pay any
applicable expenses pursuant to Section 2.12. Any such prepayment shall be upon
at least three (3) Euro-Dollar Business Days' notice to the Lead Agent.

          (c) A Borrower may at any time and from time to time cancel all or any
part of the Commitments in amounts aggregating One Million Dollars ($1,000,000),
or an integral multiple of One Million Dollars ($1,000,000) in excess thereof,
by the delivery to the Lead Agent and the Banks of a notice of cancellation upon
at least three (3) Domestic Business Days' notice to Lead Agent and the Banks,
whereupon, all or such portion of the Commitments shall terminate as to the
Banks, pro rata on the date set forth in such notice of cancellation, and, if
there are any Loans then outstanding in an aggregate amount which exceeds the
aggregate Commitments (after giving effect to any such reduction), the Borrower
shall prepay to the Lead Agent, for the account of the Banks, all or such
portion of Loans outstanding on such date in accordance with the requirements of
Sections 2.10(a) and (b). The Borrower shall be permitted to designate in its
notice of cancellation which Loans, if any, are to be prepaid.


                                       27

<PAGE>


          (d) Upon receipt of a notice of prepayment or cancellation pursuant to
this Section, the Lead Agent shall promptly, and in any event within one (1)
Domestic Business Day, notify each Bank of the contents thereof and of such
Bank's ratable share (if any) of such prepayment or cancellation and such notice
shall not thereafter be revocable by the Borrower.

          (e) Any amounts so prepaid pursuant to this Section 2.10 may be
reborrowed subject to the other terms of this Agreement. In the event that the
Borrower elects to cancel all or any portion of the Commitments pursuant to
Section 2.10(c) hereof, such amounts may not be reborrowed.

          II.11. General Provisions as to Payments.

          (a) The Borrower shall make each payment of principal of, and interest
on, the Loans and of fees hereunder, not later than 12:00 Noon (New York City
time) on the date when due, in Federal or other funds immediately available in
New York City, to the Lead Agent at its address referred to in Section 9.1. The
Lead Agent will distribute to each Bank its ratable share of each such payment
received by the Lead Agent for the account of the Banks on the same day as
received by the Lead Agent if received by the Lead Agent by 3:00 p.m. (New York
City time), or, if received by the Lead Agent after 3:00 p.m. (New York City
time), on the immediately following Domestic Business Day. Whenever any payment
of principal of, or interest on, the Base Rate Loans or of fees shall be due on
a day which is not a Domestic Business Day, the date for payment thereof shall
be extended to the next succeeding Domestic Business Day. Whenever any payment
of principal of, or interest on, the Euro-Dollar Loans shall be due on a day
which is not a Euro-Dollar Business Day, the date for payment thereof shall be
extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar
Business Day falls in another calendar month, in which case the date for payment
thereof shall be the next preceding Euro-Dollar Business Day. If the date for
any payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.


                                       28

<PAGE>


          (b) Unless the Lead Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Banks hereunder that the
Borrower will not make such payment in full, the Lead Agent may assume that the
Borrower has made such payment in full to the Lead Agent on such date and the
Lead Agent may, in reliance upon such assumption, cause to be distributed to
each Bank on such due date an amount equal to the amount then due such Bank. If
and to the extent that the Borrower shall not have so made such payment, each
Bank shall repay to the Lead Agent forthwith on demand such amount distributed
to such Bank together with interest thereon, for each day from the date such
amount is distributed to such Bank until the date such Bank repays such amount
to the Lead Agent, at the Federal Funds Rate.

          II.12. Funding Losses. If the Borrower makes any payment of principal
with respect to any Euro-Dollar Loan (pursuant to Article II, VI or VIII or
otherwise) on any day other than the last day of the Interest Period applicable
thereto, or the last day of an applicable period fixed pursuant to Section
2.6(b), or if the Borrower fails to borrow any Euro-Dollar Loans, after notice
has been given to any Bank in accordance with Section 2.3(a), the Borrower shall
reimburse each Bank within 15 days after demand for any resulting loss or
expense incurred by it, including (without limitation) any loss incurred in
obtaining, liquidating or employing deposits from third parties, but excluding
loss of margin for the period after any such payment or failure to borrow,
provided that such Bank shall have delivered to the Borrower a certificate as to
the amount of such loss or expense and the calculation thereof, which
certificate shall be prima facie evidence of the matters certified therein.

          II.13. Computation of Interest and Fees. Interest based on the Prime
Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days
in a leap year) and paid for the actual number of days elapsed (including the
first day but excluding the last day). All other interest and fees shall be
computed on the basis of a year of 360 days and paid for the actual


                                       29

<PAGE>


number of days elapsed (including the first day but excluding the last day).

          II.14. Method of Electing Interest Rates.

          (a) The Loans included in each Borrowing shall bear interest initially
at the type of rate specified by the Borrower in the applicable Notice of
Borrowing. Thereafter, the Borrower may from time to time elect to change or
continue the type of interest rate borne by each Group of Loans (subject in each
case to the provisions of Article VIII), as follows:

               (i) if such Loans are Base Rate Loans, the Borrower may elect to
convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;

               (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect
to convert such Loans to Base Rate Loans or elect to continue such Loans as
Euro-Dollar Loans for an additional Interest Period, in each case effective on
the last day of the then current Interest Period applicable to such Loans.

Each such election shall be made by delivering a notice (a "Notice of Interest
Rate Election") to the Lead Agent at least three (3) Euro-Dollar Business Days
before the conversion or continuation selected in such notice is to be effective
(unless the relevant Loans are to be continued as Base Rate Loans, in which case
such notice shall be delivered to the Lead Agent no later than 12:00 Noon (New
York City time) at least one (1) Domestic Business Day before such continuation
is to be effective). A Notice of Interest Rate Election may, if it so specifies,
apply to only a portion of the aggregate principal amount of the relevant Group
of Loans; provided that (i) such portion is allocated ratably among the Loans
comprising such Group, (ii) the portion to which such notice applies, and the
remaining portion to which it does not apply, are each $1,000,000 or any larger
multiple of $1,000,000, (iii) there shall be no more than five (5) Borrowings
comprised of Euro-Dollar Loans outstanding at any time under this Agreement,
(iv) no Loan may be continued as, or converted into, a Euro-Dollar Loan when any


                                       30

<PAGE>


Event of Default has occurred and is continuing, and (v) no Interest Period
shall extend beyond the Maturity Date.

          (b) Each Notice of Interest Rate Election shall specify:

               (i) the Group of Loans (or portion thereof) to which such notice
applies;

               (ii) the date on which the conversion or continuation selected in
such notice is to be effective, which shall comply with the applicable clause of
subsection (a) above;

               (iii) if the Loans comprising such Group are to be converted, the
new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of
the initial Interest Period applicable thereto; and

               (iv) if such Loans are to be continued as Euro-Dollar Loans for
an additional Interest Period, the duration of such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.

          (c) Upon receipt of a Notice of Interest Rate Election from the
Borrower pursuant to subsection (a) above, the Lead Agent shall notify each Bank
on the same day as it receives such Notice of Interest Rate Election of the
contents thereof and such notice shall not thereafter be revocable by the
Borrower. If the Borrower fails to deliver a timely Notice of Interest Rate
Election to the Lead Agent for any Group of Euro-Dollar Loans, such Loans shall
be converted into Base Rate Loans on the last day of the then current Interest
Period applicable thereto.


                                       31


<PAGE>


                                      III

                                   CONDITIONS

          III.1. Closing. The closing hereunder shall occur on the date (the
"Closing Date") when each of the following conditions is satisfied (or waived by
the Lead Agent), each document to be dated the Closing Date unless otherwise
indicated:

          (a) the Borrower shall have executed and delivered to the Lead Agent a
Note for the account of each Bank dated on or before the Closing Date complying
with the provisions of Section 2.4;

          (b) the Borrower shall have executed and delivered to the Lead Agent a
duly executed original of this Agreement;

          (c) the Lead Agent shall have received an opinion of Mayer, Brown &
Platt, counsel for the Borrower, acceptable to the Lead Agent, the Banks and
their counsel;

          (d) the Lead Agent shall have received all documents the Lead Agent
may reasonably request relating to the existence of the Borrower, the authority
for and the validity of this Agreement and the other Loan Documents, and any
other matters relevant hereto, all in form and substance reasonably satisfactory
to the Lead Agent. Such documentation shall include, without limitation, the
articles of incorporation and by-laws or the partnership agreement and limited
partnership certificate, as applicable, of the Borrower, as amended, modified or
supplemented to the Closing Date, each certified to be true, correct and
complete by a senior officer of the Borrower as of a date not more than
forty-five (45) days prior to the Closing Date, together with a good standing
certificate from the Secretary of State (or the equivalent thereof) of the State
of Maryland with respect to the Borrower and a good standing certificate from
the Secretary of State (or the equivalent thereof) of each other State in which
a Mortgaged Property is located, each to be dated not more than forty-five (45)
days prior to the Closing Date;

          (e) the Lead Agent shall have received all certificates, agreements
and other documents and papers referred to in this Section 3.1 and Section 3.2,
unless


                                       32


<PAGE>


otherwise specified, in sufficient counterparts, satisfactory in form and
substance to the Lead Agent in its sole discretion;

          (f) the Borrower shall have taken all actions required to authorize
the execution and delivery of this Agreement and the other Loan Documents and
the performance thereof by the Borrower;

          (g) the Lead Agent shall be reasonably satisfied that the Borrower is
not subject to any present or contingent environmental liability which could
have a Material Adverse Effect;

          (h) the Lead Agent shall have received all financial statements of
the Borrower required to have been delivered by the Borrower on or before the
Closing Date pursuant to the Existing Credit Agreement;

          (i) the Lead Agent shall have received wire transfer instructions in
connection with the Loans to be made on the Closing Date;

          (j) the Lead Agent shall have received, for its and any other Bank's
account, all fees due and payable pursuant to Section 2.7 hereof on or before
the Closing Date, and the reasonable fees and expenses accrued through the
Closing Date of Skadden, Arps, Slate, Meagher & Flom LLP;

          (k) the Lead Agent shall have received copies of all consents,
licenses and approvals, if any, required in connection with the execution,
delivery and performance by the Borrower, and the validity and enforceability
against the Borrower, of the Loan Documents, or in connection with any of the
transactions contemplated thereby, and such consents, licenses and approvals
shall be in full force and effect;

          (l) the representations and warranties of the Borrower contained in
this Agreement shall be true and correct in all material respects on and as of
the Closing Date both before and after giving effect to the making of any Loans;
and


                                       33

<PAGE>


          (m) receipt by the Lead Agent and the Banks of a certificate of the
chief financial officer or the chief accounting officer of the Borrower
certifying that the Borrower is in compliance with all covenants of the Borrower
contained in this Agreement, including, without limitation, the requirements of
Section 5.8, as of the Closing Date.

The Lead Agent shall promptly notify the Borrower and the Banks of the Closing
Date, and such notice shall be conclusive and binding on all parties hereto.

          III.2. Borrowings. The obligation of any Bank to make a Loan on the
occasion of any Borrowing is subject to the satisfaction of the following
conditions:

          (a) the Closing Date shall have occurred on or prior to April 16,
1997;

          (b) receipt by the Lead Agent of a Notice of Borrowing as required by
Section 2.2;

          (c) immediately after such Borrowing, the Outstanding Balance will not
exceed the aggregate amount of the Commitments and with respect to each Bank,
such Bank's pro rata portion of the Loans on the amount permitted pursuant to
Section 2.1(b);

          (d) immediately before and after such Borrowing, no Default or Event
of Default shall have occurred and be continuing both before and after giving
effect to the making of such Loans;

          (e) the representations and warranties of the Borrower contained in
this Agreement shall be true and correct in all material respects on and as of
the date of such Borrowing both before and after giving effect to the making of
such Loans;

          (f) no law or regulation shall have been adopted, no order, judgment
or decree of any governmental authority shall have been issued, and no
litigation shall be pending or threatened, which does or, with respect to any
threatened litigation, seeks to enjoin, prohibit or


                                       34



<PAGE>


restrain, the making or repayment of the Loans or any participations therein or
the consummation of the transactions contemplated hereby; and

          (g) no event, act or condition shall have occurred after the Closing
Date which, in the reasonable judgment of the Lead Agent or the Required Banks,
as the case may be, has had or is likely to have a Material Adverse Effect.

Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts specified in clauses
(c) through (g) of this Section (except that with respect to clause (f), such
representation and warranty shall be deemed to be limited to laws, regulations,
orders, judgments, decrees and litigation affecting the Borrower and not solely
the Banks).

          III.3. Conditions Precedent to Additional Mortgaged Property Assets.

          (a) All Real Property Assets to be added to the Mortgaged Properties
shall be approved by all of the Banks.

          (b) The Borrower shall submit to the Lead Agent and the Banks as
provided in subsection (c) below the materials set forth below (the "Due
Diligence Package") relating to each Real Property Asset to be added to the
Mortgaged Properties. The Due Diligence Package shall include (i) a description
of the Real Property Asset, (ii) two years of historical cash flow operating
statements, if available, (iii) five years of cash flow projections (including
capital expenditures), (iv) the credit history of each existing tenant which
occupies more than 15% of such Real Property Asset or New Acquisition, (v) a map
and site plan, including an existing Survey of the property dated not more than
twelve (12) months prior to such submission, (vi) copies of all lease agreements
and, if then available, abstracts thereof with each existing tenant which
occupies more than 15% of such Real Property Asset and lease abstracts thereof,
(vii) a satisfactory environmental report indicating that the Real Property
Asset (A) complies with all Environmental


                                       35


<PAGE>


Laws in all material respects, (B) is free of all Material of Environmental
Concern in all material respects and (C) is not subject to any Environmental
Claim, (viii) a satisfactory engineer's inspection report, (ix) an estoppel
certificate from each tenant which occupies 15% or more of the Real Property
Asset, (x) evidence of compliance with zoning and other local laws, (xi) a
satisfactory Title Commitment, (xii) a final investment memorandum prepared by
the Borrower in connection with the Real Property Asset, (xiii) a satisfactory
property inspection report, (xiv) a PML Report upon the reasonable request of
the Lead Agent and (xv) an Appraisal. The Borrower shall permit the Lead Agent
at all reasonable times and upon reasonable prior notice to make an inspection
of such Real Property Asset.

          (c) The Borrower shall distribute a copy of each item constituting the
Due Diligence Package by overnight mail to each of the Banks for their review
and approval. Failure to respond to the Lead Agent in writing by any Bank within
fifteen (15) Domestic Business Days after receipt of the Due Diligence Package,
shall be deemed to be an approval by such Bank of such potential New Acquisition
or Real Property Asset.

          III.4. Mortgaged Properties. (a) On the Closing Date, and on the date
of the addition of any Real Property Asset to the Mortgaged Properties, as
applicable, or as soon thereafter as is practicable, the Lead Agent shall cause
all of the Mortgages, the Assignments, the Environmental Indemnities and the
Financing Statements (collectively, the "Security Documents") (which are to be
recorded and/or filed) to be recorded and/or filed in the appropriate offices,
as security for the Loans, at the Borrower's sole cost and expense. Upon such
addition, the Borrower shall cause to be delivered to the Lead Agent, at the
Borrower's sole cost and expense, the Title Policies, and the Borrower will
cooperate with the Lead Agent and execute such further instruments and documents
and perform such further acts as the Lead Agent or the Title Company shall
reasonably request to carry out the creation and perfection of the liens and
security interests contemplated by the Security Documents.



                                       36

<PAGE>


          (a) The Lead Agent shall have the one-time right with respect to each
Real Property Asset which is or becomes a Mortgaged Property, prior to the
Maturity Date, as the same may be extended from time to time in accordance with
the provisions hereof, to commission, at the Borrower's sole cost and expense,
an updated Appraisal, and shall deliver copies of each such Appraisal to each
Bank and to the Borrower promptly after receipt thereof by the Lead Agent. Only
an Appraisal ordered in compliance with this subparagraph (b) may be used in
calculating the LTV Ratio.

          (b) The Borrower shall be entitled to have one (1) or more of the
Mortgaged Properties released from the Lien of this Mortgage; provided, that the
Loans outstanding subsequent to such release do not cause (i) the LTV Ratio with
respect to the remaining Mortgaged Properties to exceed the Permitted LTV Ratio
or (ii) the Minimum Debt Service Coverage to be exceeded; provided, further,
that all of the conditions set forth below have been satisfied. The release of
any of the Mortgaged Properties shall be subject to the satisfaction of the
following conditions:

               (i) Lead Agent shall have received from the Borrower at least 30
days' prior written notice of the date proposed for such release (the "Release
Date");

               (ii) no Event of Default shall have occurred and be continuing as
of the date of such notice and the Release Date;

               (iii) the Borrower shall pay to the Lead Agent for the account of
the Banks, the amounts, if any, required to be paid so that the Permitted LTV
Ratio and Minimum Debt Service Coverage requirements continue to be met with
respect to the remaining Mortgaged Properties, including any additions thereto;


                                       37


<PAGE>


               (iv) the Borrower shall have delivered to the Lead Agent an
officer's certificate, dated the Release Date, confirming the matters referred
to in clause (ii) above, certifying that the provisions of clause (iii) above
have been complied with and certifying that all conditions precedent for such
release contained in this Agreement have been complied with;

               (v) the Borrower, at its sole cost and expense, shall have
delivered to the Lead Agent, one or more endorsements to the mortgagee policy of
title insurance delivered to the Lead Agent in connection with this Agreement
insuring that, after giving effect to such release, (x) the Liens created by the
Mortgage and insured thereunder are first priority Liens on the respective
remaining Mortgaged Properties subject only to the permitted exceptions
permitted pursuant to the Mortgage applicable to the remaining Mortgaged
Properties and (y) that such policy is in full force and effect and unaffected
by such release; and

               (vi) there shall be no fewer than two (2) Mortgaged Properties at
any one time.

               Upon or after payment of any amounts required to be paid pursuant
to clause (iii) above and the satisfaction of all other conditions provided for
herein, the Lead Agent shall effectuate the following (hereinafter referred to
as a "Property Release"): the security interest of the Banks in the Mortgage and
other Loan Documents relating to the released Mortgaged Property shall be
released from the Lien of the Mortgage and the Lead Agent will execute and
deliver any agreements reasonably requested by the Borrower to release and
terminate or reassign, at the Borrower's option, the Mortgage as to the released
Mortgaged Property; provided, that


                                       38


<PAGE>


such release and termination or reassignment shall be without recourse to the
Lead Agent (except as contemplated hereby) and without any representation or
warranty except that the Lead Agent shall be deemed to have represented that
such release and termination or reassignment has been duly authorized and that
it has not assigned or encumbered the Mortgage or the other Loan Documents
relating to the released Mortgaged Property (except as contemplated hereby) and
the Lead Agent shall return the originals of any Loan Documents that relate
solely to the released Mortgaged Property to the Borrower; provided, further,
that upon the release and termination or reassignment of the Lead Agent's
security interest in the Mortgage relating to the released Mortgaged Property
all references herein to the Mortgage relating to the released Mortgaged
Property shall be deemed deleted, except as otherwise provided herein with
respect to indemnities.


                                       IV

                         REPRESENTATIONS AND WARRANTIES

          In order to induce the Lead Agent and each of the other Banks which
may become a party to this Agreement to make the Loans, the Borrower makes the
following representations and warranties as of the date hereof. Such
representations and warranties shall survive the effectiveness of this
Agreement, the execution and delivery of the other Loan Documents and the making
of the Loans.

          IV.1. Existence and Power. The Borrower is duly organized, validly
existing and in good standing as a corporation under the laws of the State of
Maryland and has all powers and all material governmental licenses,
authorizations, consents and approvals required to own its property and assets
and carry on its business as now conducted or as it presently proposes to
conduct and has been duly qualified and is in good standing in every
jurisdiction in which the failure to be so qualified and/or in good standing is
likely to have a Material Adverse Effect.


                                       39


<PAGE>


          IV.2. Power and Authority. The Borrower has the corporate power and
authority to execute, deliver and carry out the terms and provisions of each of
the Loan Documents to which it is a party and has taken all necessary action to
authorize the execution and delivery on behalf of the Borrower and the
performance by the Borrower of such Loan Documents. The Borrower has duly
executed and delivered each Loan Document to which it is a party, and each such
Loan Document constitutes the legal, valid and binding obligation of the
Borrower, enforceable in accordance with its terms, except as enforceability may
be limited by applicable insolvency, bankruptcy or other laws affecting
creditors rights generally, or general principles of equity, whether such
enforceability is considered in a proceeding in equity or at law.

          IV.3. No Violation. Neither the execution, delivery or performance by
or on behalf of the Borrower of the Loan Documents, nor compliance by the
Borrower with the terms and provisions thereof nor the consummation of the
transactions contemplated by the Loan Documents, (i) will contravene any
applicable provision of any law, statute, rule, regulation, order, writ,
injunction or decree of any court or governmental instrumentality or (ii) will
conflict with or result in any breach of, any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien upon
any of the property or assets of the Borrower pursuant to the terms of any
indenture, mortgage, deed of trust, or other agreement or other instrument to
which the Borrower (or of any partnership of which the Borrower is a partner) is
a party or by which it or any of its property or assets is bound or to which it
is subject or (iii) will cause a default by the Borrower under any
organizational document of any Subsidiary, or cause a default under its articles
of incorporation or by-laws.

          IV.4. Financial Information.

          (a) The unaudited consolidated balance sheet of the Borrower as of
December 31, 1996, a copy of which has been delivered to the Lead Agent, fairly



                                       40


<PAGE>


presents, in conformity with GAAP, the consolidated financial position of the
Borrower as of such date and its consolidated results of operations for such
fiscal year.

          (b) Since December 31, 1996, (i) there has been no material adverse
change in the business, financial position or results of operations of the
Borrower and (ii) except as previously disclosed to the Lead Agent, the Borrower
has not incurred any material indebtedness or guaranty.

          IV.5. Litigation.

          (a) There is no action, suit or proceeding pending against, or to the
knowledge of the Borrower, threatened against or affecting, (i) the Borrower or
any of its Subsidiaries, (ii) the Loan Documents or any of the transactions
contemplated by the Loan Documents or (iii) any of their assets, in any case
before any court or arbitrator or any governmental body, agency or official in
which there is a reasonable likelihood of an adverse decision which could,
individually or in the aggregate, have a Material Adverse Effect or which in any
manner draws into question the validity of this Agreement or the other Loan
Documents.

          (b) There are no final nonappealable judgments or decrees in an
aggregate amount of Five Million Dollars ($5,000,000) or more entered by a court
or courts of competent jurisdiction against the Borrower (other than any
judgment as to which, and only to the extent, a reputable insurance company has
acknowledged coverage of such claim in writing).


                                       41

<PAGE>


          IV.6. Compliance with ERISA.

          (a) Except as previously disclosed to the Lead Agent in writing, each
member of the ERISA Group has fulfilled its obligations under the minimum
funding standards of ERISA and the Internal Revenue Code with respect to each
Plan and is in compliance in all material respects with the presently applicable
provisions of ERISA and the Internal Revenue Code with respect to each Plan. No
member of the ERISA Group has (i) sought a waiver of the minimum funding
standard under Section 412 of the Internal Revenue Code in respect of any Plan,
(ii) failed to make any contribution or payment to any Plan or Multiemployer
Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan
or Benefit Arrangement, which has resulted or could result in the imposition of
a Lien or the posting of a bond or other security under ERISA or the Internal
Revenue Code or (iii) incurred any liability under Title IV of ERISA other than
a liability to the PBGC for premiums under Section 4007 of ERISA.

          (b) The transactions contemplated by the Loan Documents will not
constitute a nonexempt prohibited transaction (as such term is defined in
Section 4975 of the Code or Section 406 of ERISA) that could subject the Lead
Agent or the Banks to any tax or penalty or prohibited transactions imposed
under Section 4975 of the Code or Section 502(i) of ERISA.

          IV.7. Environmental Compliance. To the best of Borrower's actual
knowledge, except as set forth in the environmental report(s) delivered to Lead
Agent with respect to each of the Mortgaged Properties (as supplemented or
amended, the "Environmental Reports"), (i) there are in effect all Environmental
Approvals which are required to be obtained under all Environmental Laws with
respect to the Property, except for such Environmental Approvals the absence of
which would not have a Material Adverse Effect, (ii) the Borrower is in
compliance in all material respects with the terms and conditions of all such
Environmental Approvals, and is also in compliance, with respect to the
Mortgaged Properties, in all material respects with all other Environmental Laws
or any plan,


                                       42


<PAGE>


order, decree, judgment, injunction, notice or demand letter issued, entered or
approved thereunder, except to the extent failure to comply would not have a
Material Adverse Effect. The Environmental Reports as of the date hereof are
listed in Exhibit E attached hereto and made a part hereof.

          Except as set forth in the Environmental Reports or otherwise
disclosed to the Lead Agent as of the Closing Date, to Borrower's actual
knowledge:

               (i) There are no Environmental Claims or investigations pending
     or threatened by any Governmental Authority with respect to any alleged
     failure by the Borrower to have any Environmental Approval required in
     connection with the conduct of the business of the Borrower on any of the
     Mortgaged Properties, or with respect to any generation, treatment,
     storage, recycling, transportation, Release or disposal of any Material of
     Environmental Concern generated by the Borrower or any lessee on any of the
     Mortgaged Properties;

               (ii) No Material of Environmental Concern has been Released at
     the Property to an extent that it may reasonably be expected to have a
     Material Adverse Effect;

               (iii) No PCB (in amounts or concentrations which exceed those set
     by applicable Environmental Laws) is present at any of the Mortgaged
     Properties;

               (iv) No friable asbestos is present at any of the Mortgaged
     Properties;

               (v) There are no underground storage tanks for Material
     Environmental Concern, active or abandoned, at any of the Mortgaged
     Properties;

               (vi) No Environmental Claims have been filed with a Governmental
     Authority with respect to any of the Mortgaged Properties, and none of the
     Mortgaged Properties is listed or proposed for listing on the National
     Priority List promulgated pursuant


                                       43


<PAGE>


     to CERCLA, on CERCLIS or on any similar state list of sites requiring
     investigation or clean-up;

               (vii) There are no Liens arising under or pursuant to any
     Environmental Laws on any of the Mortgaged Properties, and no government
     actions have been taken or are in process which could subject any of the
     Mortgaged Properties to such Liens; and

               (viii) There have been no environmental investigations, studies,
     audits, tests, reviews or other analyses conducted by, or which are in the
     possession of, the Borrower in relation to any of the Mortgaged Properties
     which have not been made available to the Lead Agent.

          IV.8. Taxes. The initial tax year of the Borrower for federal income
tax purposes was 1993. The Borrower and its Subsidiaries have filed all United
States Federal income tax returns and all other material tax returns which are
required to be filed by them and have paid all taxes due pursuant to such
returns or pursuant to any assessment received by the Borrower or any Subsidiary
except if such assessment is being contested in good faith by appropriate
proceedings and adequate reserves have been established with respect thereto.
The charges, accruals and reserves on the books of the Borrower and its
Subsidiaries in respect of taxes or other governmental charges are, in the
opinion of the Borrower, adequate.

          IV.9. Full Disclosure. All information heretofore furnished by the
Borrower to the Lead Agent or any Bank for purposes of or in connection with
this Agreement or any transaction contemplated hereby is true and accurate in
all material respects on the date as of which such information is stated or
certified. The Borrower has disclosed to the Banks in writing any and all facts
known to the Borrower which materially and adversely affect or are likely to
materially and adversely affect (to the extent the Borrower can now reasonably
foresee), the business, operations or financial condition of the Borrower
considered as one enterprise or the ability of the Borrower to perform its
obligations under this Agreement or the other Loan Documents.


                                       44


<PAGE>


          IV.10. Solvency. On the Closing Date and after giving effect to the
transactions contemplated by the Loan Documents occurring on the Closing Date,
the Borrower is Solvent.

          IV.11. Use of Proceeds; Margin Regulations. All proceeds of the Loans
will be used by the Borrower only in accordance with the provisions hereof. No
part of the proceeds of any Loan will be used by the Borrower to purchase or
carry any Margin Stock or to extend credit to others for the purpose of
purchasing or carrying any Margin Stock. Neither the making of any Loan nor the
use of the proceeds thereof will violate or be inconsistent with the provisions
of Regulations G, T, U or X of the Federal Reserve Board.

          IV.12. Governmental Approvals. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any governmental or public body or authority, or any subdivision
thereof, is required to authorize, or is required in connection with the
execution, delivery and performance of any Loan Document or the consummation of
any of the transactions contemplated thereby other than those that have already
been duly made or obtained and remain in full force and effect.

          IV.13. Investment Company Act; Public Utility Holding Company Act. The
Borrower is not (x) an "investment company" or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended, (y) a "holding company" or a "subsidiary company" of a "holding
company" or an "affiliate" of either a "holding company" or a "subsidiary
company" within the meaning of the Public Utility Holding Company Act of 1935,
as amended, or (z) subject to any other federal or state law or regulation which
purports to restrict or regulate its ability to borrow money.

          IV.14. Closing Date Transactions. On the Closing Date and immediately
prior to the making of the Loans, the transactions (other than the making of the
Loans) intended to be consummated on the Closing Date will have been consummated
in accordance with all applicable


                                       45


<PAGE>


laws. All consents and approvals of, and filings and registrations with, and all
other actions by, any Person required in order to make or consummate such
transactions have been obtained, given, filed or taken and are in full force and
effect.

          IV.15. Representations and Warranties in Loan Documents. All
representations and warranties made by the Borrower in the Loan Documents are
true and correct in all material respects.

          IV.16. Intentionally Omitted.

          IV.17. No Default. No Default or Event of Default exists under or with
respect to any Loan Document. The Borrower is not in default in any material
respect beyond any applicable grace period under or with respect to any other
material agreement, instrument or undertaking to which it is a party or by which
it or any of its property is bound in any respect, the existence of which
default is likely (to the extent that the Borrower can now reasonably foresee)
to result in a Material Adverse Effect.

          IV.18. Licenses, etc. The Borrower has obtained and holds in full
force and effect, all franchises, licenses, permits, certificates,
authorizations, qualifications, accreditations, easements, rights of way and
other consents and approvals which are necessary for the operation of its
businesses as presently conducted on or with respect to the Mortgaged
Properties, the absence of which is likely (to the extent that the Borrower can
now reasonably foresee) to have a Material Adverse Effect.

          IV.19. Compliance With Law. The Borrower is in compliance with all
laws, rules, regulations, orders, judgments, writs and decrees, including,
without limitation, all building and zoning ordinances and codes affecting the
Mortgaged Properties, the failure to comply with which is likely (to the extent
that the Borrower can now reasonably foresee) to have a Material Adverse Effect.


                                       46

<PAGE>


          IV.20. No Burdensome Restrictions. The Borrower is not a party to any
agreement or instrument or subject to any other obligation or any charter or
corporate or partnership restriction, as the case may be, which, individually or
in the aggregate, is likely (to the extent that the Borrower can now reasonably
foresee) to have a Material Adverse Effect.

          IV.21. Brokers' Fees. The Borrower has not dealt with any broker or
finder with respect to the transactions contemplated by the Loan Documents
(except with respect to the acquisition or disposition of Real Property Assets)
or otherwise in connection with this Agreement, and the Borrower has not done
any acts, had any negotiations or conversation, or made any agreements or
promises which will in any way create or give rise to any obligation or
liability for the payment by the Borrower of any brokerage fee, charge,
commission or other compensation to any party with respect to the transactions
contemplated by the Loan Documents (except with respect to the acquisition or
disposition of Real Property Assets), other than the fees payable hereunder.

          IV.22. Labor Matters. Except for the collective bargaining agreement
and participation in a Multiemployer Plan with Local 399 of the International
Union of Operating Engineers at the Usisys Property, there are no collective
bargaining agreements or Multiemployer Plans covering the employees of the
Borrower at any Mortgaged Property and the Borrower has not suffered any
strikes, walkouts, work stoppages or other material labor difficulty at any
Mortgaged Property within the last five (5) years or since the date on which the
Borrower acquired the Mortgaged Property in question if such date occurred less
than five (5) years prior to the date hereof.

          IV.23. Organizational Documents. The documents delivered pursuant to
Section 3.1(d) constitute, as of the Closing Date, all of the organizational
documents (together with all amendments and modifications thereof) of the
Borrower. The Borrower represents that it has delivered to the Lead Agent true,
correct and complete copies of each of the documents set forth in this Section
4.23.


                                       47

<PAGE>


          IV.24. Principal Offices. The principal office, chief executive office
and principal place of business of the Borrower is 1700 Pennsylvania Avenue,
N.W., Washington, D.C.

          IV.25. REIT Status. For the fiscal year ended December 31, 1996, the
Borrower qualified and the Borrower intends to continue to qualify as a real
estate investment trust under the Code.

          IV.26. Ownership of Property. The Borrower owns fee simple or
leasehold title to the Mortgaged Properties except as shown on Exhibit B and on
the Title Commitments.

          IV.27. Security Interests and Liens. The Mortgages create, as security
for the Obligations, valid and enforceable security interests in and Liens on
all of the Collateral in favor of the Lead Agent as agent for the ratable
benefit of the Banks, and subject to no other Liens (except as may be permitted
under any Mortgage with respect to the Mortgaged Property subject thereto),
except as enforceability may be limited by applicable insolvency, bankruptcy or
other laws affecting creditors' rights generally, or general principles of
equity, whether such enforceability is considered in a proceeding in equity or
at law. Such security interests in and Liens on the Collateral shall be superior
to and prior to the rights of all third parties in the Collateral (except as may
be permitted under any Mortgage with respect to the Mortgaged Property subject
thereto), and, other than in connection with any future change in Borrower's
name or the location of Borrower's chief executive office, no further recordings
or filings are or will be required in connection with the creation, perfection
or enforcement of such security interests and Liens, other than the filing of
continuation statements in accordance with applicable law.

          IV.28. Structural Defects and Violation of Law. To the best of
Borrower's knowledge and except as set forth in the structural and engineering
reports delivered to the Lead Agent with respect to the Mortgaged Properties (as
supplemented or amended, the "Engineering


                                       48


<PAGE>


Reports"), there are no material structural defects in any of the Improvements,
none of the Improvements is in violation of any Requirements, and the Borrower's
anticipated use of the Improvements will comply in all material respects with
applicable zoning ordinances, regulations, and restrictive covenants affecting
the applicable Mortgaged Property, except in each case as will not have a
Material Adverse Effect. The Engineering Reports as of the date hereof are
listed in Exhibit E attached hereto and made a part hereof.


                                       V

                       AFFIRMATIVE AND NEGATIVE COVENANTS

     The Borrower covenants and agrees that, so long as any Bank has any
Commitment hereunder or any Obligations remain unpaid:

          V.1. Information. The Borrower will deliver to the Lead Agent and to
each of the Banks:

          (a) as soon as available and in any event within 105 days after the
end of each fiscal year of the Borrower, an audited consolidated balance sheet
of the Borrower as of the end of such fiscal year and the related consolidated
statements of cash flow and operations for such fiscal year, setting forth in
each case in comparative form the figures for the previous fiscal year, audited
by KPMG Peat Marwick LLP or other independent public accountants of similar
standing;

          (b) as soon as available and in any event within fifty (50) days after
the end of each quarter of each fiscal year of the Borrower, a statement of the
Borrower, prepared in accordance with GAAP, setting forth the operating income
and operating expenses of the Borrower, in sufficient detail so as to calculate
net operating cash flow of the Borrower for the immediately preceding quarter;

          (c) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate of the chief
financial



                                       49
<PAGE>


officer or the chief accounting officer of the Borrower (i) setting forth in
reasonable detail the calculations required to establish whether the Borrower
was in compliance with the requirements of Section 5.8 on the date of such
financial statements; and (ii) certifying (x) that such financial statements
fairly present the financial condition and the results of operations of the
Borrower as of the dates and for the periods indicated, in accordance with GAAP,
subject, in the case of interim financial statements, to normal year-end
adjustments, and (y) that such officer has reviewed the terms of the Loan
Documents and has made, or caused to be made under his or her supervision, a
review in reasonable detail of the business and condition of the Borrower during
the period beginning on the date through which the last such review was made
pursuant to this Section 5.1(c) (or, in the case of the first certification
pursuant to this Section 5.1(c), the Initial Closing Date) and ending on a date
not more than ten (10) Domestic Business Days prior to the date of such delivery
and that on the basis of such review of the Loan Documents and the business and
condition of the Borrower, to the best knowledge of such officer, no Default or
Event of Default has occurred or, if any such Default or Event of Default has
occurred, specifying the nature and extent thereof and, if continuing, the
action the Borrower proposes to take in respect thereof;

          (d) simultaneously with the delivery of each set of financial
statements referred to in clause (a) above, a statement of the firm of
independent public accountants which reported on such statements confirming the
calculations set forth in the officer's certificate delivered simultaneously
therewith pursuant to clause (c) above;

          (e) (i) within five (5) days after the president, chief financial
officer, treasurer, controller or other executive officer of the Borrower
obtains knowledge of any Default, if such Default is then continuing, a
certificate of the chief financial officer or the president of the Borrower
setting forth the details thereof and the action which the Borrower is taking or
proposes to take with respect thereto; (ii) promptly and in any event within ten
(10) days after the Borrower obtains



                                       50

<PAGE>


knowledge thereof, notice of (x) any litigation or governmental proceeding
pending or threatened against the Borrower which, if adversely determined, is
likely to individually or in the aggregate, result in a Material Adverse Effect,
and (y) any other event, act or condition which is likely to result in a
Material Adverse Effect;

          (f) if and when any member of the ERISA Group (i) gives or is required
to give notice to the PBGC of any "reportable event" (as defined in Section 4043
of ERISA) with respect to any Plan which might constitute grounds for a
termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or has been terminated, a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent
to terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of
such notice; (iv) applies for a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code, a copy of such application; (v) gives
notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of
such notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could result
in the imposition of a Lien or the posting of a bond or other security, a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth details as to such occurrence and action, if any,
which the Borrower or applicable member of the ERISA Group is required or
proposes to take;

          (g) promptly and in any event within five (5) Domestic Business Days
after the Borrower obtains actual knowledge of any of the following events, a
certificate


                                       51

<PAGE>


of the Borrower executed by an officer of the Borrower specifying the nature of
such condition and the Borrower's, if the Borrower has actual knowledge thereof,
the Environmental Affiliate's proposed initial response thereto: (i) the receipt
by the Borrower, or, if the Borrower has actual knowledge thereof, any of the
Environmental Affiliates, of any communication (written or oral), whether from a
governmental authority, citizens group, employee or otherwise, that alleges that
the Borrower, or, if the Borrower has actual knowledge thereof, any of the
Environmental Affiliates, is not in compliance with applicable Environmental
Laws with respect to a Mortgaged Property, and such noncompliance is likely to
have a Material Adverse Effect, (ii) the Borrower shall obtain actual knowledge
that there exists any Environmental Claim pending or threatened against the
Borrower or any Environmental Affiliate with respect to a Mortgaged Property or
(iii) the Borrower obtains actual knowledge of any release, emission, discharge
or disposal of any Material of Environmental Concern that is likely to form the
basis of any Environmental Claim against the Borrower or any Environmental
Affiliate with respect to a Mortgaged Property;

          (h) promptly and in any event within five (5) Domestic Business Days
after receipt of any material notices or correspondence from any company or
agent for any company providing insurance coverage to the Borrower relating to
any material loss of the Borrower with respect to any of the Mortgaged
Properties, copies of such notices and correspondence; and

          (i) promptly upon the mailing thereof to the shareholders or partners
of the Borrower, copies of all financial statements, reports and proxy statement
so mailed;

          (j) promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) which the Borrower shall have filed with the Securities and
Exchange Commission;



                                       52
<PAGE>


          (k) simultaneously with delivery of the information required by
Sections 5.1(a) and (b), a statement of Net Operating Cash Flow with respect to
each Mortgaged Property and a list of all Mortgaged Properties; and

          (l) from time to time such additional information regarding the
financial position or business of the Borrower as the Lead Agent, at the request
of any Bank, may reasonably request.

          V.2. Payment of Obligations. The Borrower will pay and discharge, at
or before maturity, all its material obligations and liabilities relating to or
arising in connection with the ownership, operation, maintenance, repair or
restoration of the Mortgaged Properties including, without limitation, any
obligation pursuant to any agreement by which it or any of the Mortgaged
Properties is bound and any tax liabilities (except where such tax liabilities
are being contested by the Borrower in good faith by appropriate proceedings,
and the Borrower maintains in accordance with GAAP, appropriate reserves for the
accrual of any of the same), in any case, where failure to do so will likely
result in a Material Adverse Effect.

          V.3. Maintenance of Property; Insurance.

          (a) The Borrower will keep each of the Mortgaged Properties in good
repair, working order and condition, subject to ordinary wear and tear and in
accordance with the provisions of the applicable Mortgage.

          (b) The Borrower shall (a) maintain insurance as specified in Section
5 of the Mortgage with insurers meeting the qualifications described therein,
which insurance shall in any event not provide for materially less coverage than
the insurance in effect on the Closing Date, and (b) furnish to each Bank from
time to time, upon written request, copies of the policies under which such
insurance is issued, certificates of insurance and such other information
relating to such insurance as such Bank may reasonably request. The Borrower
will deliver to the Banks (i) upon request of any Bank through the Lead Agent
from time to time, full information as to the insurance carried, (ii) within
five (5) days of receipt


                                       53

<PAGE>


of notice from any insurer, a copy of any notice of cancellation or material
change in coverage from that existing on the date of this Agreement and (iii)
forthwith, notice of any cancellation or nonrenewal of coverage by the Borrower.

          V.4. Conduct of Business. The Borrower will continue to engage in
business of the same general type as now conducted by it pertaining to the
Mortgaged Properties.

          V.5. Compliance with Laws. The Borrower will comply in all material
respects with all applicable laws, ordinances, rules, regulations, and
requirements of governmental authorities pertaining to the Mortgaged Properties
(including, without limitation, Environmental Laws, all zoning and building
codes and ERISA and the rules and regulations thereunder) except where the
necessity of compliance therewith is contested in good faith by appropriate
proceedings, except to the extent that non-compliance will not have a Material
Adverse Effect.

          V.6. Inspection of Property, Books and Records. The Borrower will keep
proper books of record and account in which full, true and correct entries shall
be made of all dealings and transactions in relation to its business and
activities; and will permit representatives of any Bank at such Bank's expense
to visit and inspect any of its properties to examine and make abstracts from
any of its books and records and to discuss its affairs, finances and accounts
with its officers, employees and independent public accountants, all at such
reasonable times, upon reasonable notice, and as often as may reasonably be
desired.


                                       54

<PAGE>


          V.7. Existence.

          (a) The Borrower shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence or its
partnership existence, as applicable.

          (b) The Borrower shall do or cause to be done all things necessary to
preserve and keep in full force and effect its patents, trademarks,
servicemarks, tradenames, copyrights, franchises, licenses, permits,
certificates, authorizations, qualifications, accreditations, easements, rights
of way and other rights, consents and approvals the nonexistence of which is
likely to have a Material Adverse Effect.

          V.8. Financial Covenants.

          (a) Debt Service Coverage. Measured as of the last day of each
calendar quarter, and as of the date of the addition or release of a Mortgaged
Property, the ratio of (i) Net Operating Cash Flow to (ii) Debt Service will not
be less than (A) 1.25:1 on or prior to July 31, 1997 and (B) 1.35:1 from and
after August 1, 1997, subject, however, to the Borrower's rights to cure
pursuant to Section 2.9(c). Failure to restore compliance with this Section
5.8(a) in accordance with Section 2.9(a) shall be an immediate Event of Default.

          (b) LTV Ratio. As of the last day of each calendar quarter and as of
the date of any addition of a Mortgaged Property, the LTV Ratio shall not exceed
65%, subject, however, to the Borrower's rights to cure pursuant to Section
2.9(a). Failure to restore compliance with this Section 5.8(b) in accordance
with Section 2.9(a) shall be an immediate Event of Default.

          (c) Negative Pledge. The Borrower will not create, assume or suffer to
exist any Lien on any Mortgaged Property, except for any encumbrances created or
permitted by the Loan Documents.

          (d) Dividends. The Borrower will not, as determined on an aggregate
annual basis, pay any dividends


                                       55

<PAGE>


in excess of 95% of its consolidated FFO for such year. During the continuance
of an Event of Default under Section 6.1(a), the Borrower shall pay only those
dividends necessary to maintain its status as a real estate investment trust.

          V.9. Restriction on Fundamental Changes; Operation and Control. (a)
The Borrower shall not enter into any merger or consolidation, unless the
Borrower is the surviving entity, or liquidate, wind-up or dissolve (or suffer
any liquidation or dissolution), discontinue its business or convey, lease
(except as permitted under the Mortgage), sell, transfer or otherwise dispose
of, in one transaction or series of transactions, all or any substantial part of
its business or property, whether now or hereafter acquired, hold an interest in
any subsidiary which is not controlled by the Borrower or enter into other
business lines, without the prior written consent of the Lead Agent.

          (b) The Borrower shall not amend its articles of incorporation,
by-laws or agreement of limited partnership, as applicable, in any material
respect which affects the control provisions thereof, without the Lead Agent's
consent, which shall not be unreasonably withheld.

          V.10. Intentionally Omitted.

          V.11. Sale of the Property. Subject to the provisions of Section
3.4(c), the Borrower shall not sell or otherwise transfer its interest in all or
any part of the Mortgaged Properties; provided, however, that nothing in this
Section 5.11 shall be deemed to prohibit the leasing of portions of the
Mortgaged Properties in the ordinary course of business for occupancy by the
tenants thereunder.

          V.12. Fiscal Year; Fiscal Quarter. The Borrower shall not change its
fiscal year or any of its fiscal quarters.


                                       56


<PAGE>


          V.13. Margin Stock. None of the proceeds of the Loan will be used,
directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of buying or carrying any Margin Stock.

          V.14. Use of Proceeds. The Borrower shall use the proceeds of the
Loans solely to finance the Mortgaged Properties as of the date hereof or as of
the date they become Mortgaged Properties, to repay borrowings made under the
line of credit facility made by the Lead Agent for itself and certain other
financial institutions which is currently evidenced by an Amended and Restated
Revolving Credit Agreement, dated as of August 23, 1996 (including any
modifications or replacements of said line of credit facility) and to finance
the acquisition of additional Mortgaged Properties or Real Property Assets.


                                       VI

                                    DEFAULTS

          VI.1. Events of Default. If one or more of the following events
("Events of Default") shall have occurred and be continuing:

          (a) the Borrower shall fail to pay when due any principal of any Loan,
or the Borrower shall fail to pay when due any interest on any Loan; provided,
however, that the Borrower shall be entitled to a three (3) Domestic Business
Day grace period with respect thereto but only as to two (2) payments of
interest during the Term, or the Borrower shall fail to pay within three (3)
Domestic Business Days after the same is due any fees or other amounts payable
hereunder;

          (b) the Borrower shall fail to observe or perform any covenant
contained in Sections 5.7(a) and Sections 5.8 to 5.14, inclusive, subject to any
applicable grace periods set forth therein;


                                       57


<PAGE>


          (c) the Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those covered by clause (a) or
(b) above) for 30 days after written notice thereof has been given to the
Borrower by the Lead Agent; provided, that in the case of any such failure that
is susceptible of cure but that cannot with reasonable diligence be cured within
such 30 day period, if the Borrower shall promptly have commenced to cure the
same and shall thereafter prosecute the curing thereof with reasonable
diligence, the period within which such failure may be cured shall be extended
for such further period as shall be reasonably necessary for the curing thereof
(and in the event such cure has not been completed within 30 days after the end
of the initial 30 day period, the Borrower shall inform the Lead Agent at least
once each month thereafter as to the status of such cure);

          (d) any representation, warranty, certification or statement made by
the Borrower in this Agreement or in any certificate, financial statement or
other document delivered pursuant to this Agreement shall prove to have been
incorrect in any material respect when made (or deemed made);

          (e) Intentionally Omitted;

          (f) the Borrower shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of its
property, or shall consent to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of
creditors, or shall fail generally to pay its debts as they become due, or shall
take any corporate action to authorize any of the foregoing;

          (g) an involuntary case or other proceeding shall be commenced against
the Borrower seeking liquidation, reorganization or other relief with respect to
it or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property, and such involuntary case or other


                                       58


<PAGE>


proceeding shall remain undismissed and unstayed for a period of 60 days; or an
order for relief shall be entered against the Borrower under the federal
bankruptcy laws as now or hereafter in effect;

          (h) the Borrower shall default in its obligations under any Loan
Document other than this Agreement beyond any applicable notice and grace
periods;

          (i) any member of the ERISA Group shall fail to pay when due an amount
or amounts aggregating in excess of $5,000,000 which it shall have become liable
to pay under Title IV of ERISA, or notice of intent to terminate a Material Plan
shall be filed under Title IV of ERISA by any member of the ERISA Group, any
plan administrator or any combination of the foregoing, or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability
(other than for premiums under Section 4007 of ERISA) in respect of, or to cause
a trustee to be appointed to administer any Material Plan, or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated, or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
could cause one or more members of the ERISA Group to incur a current payment
obligation in excess of $5,000,000;

          (j) Intentionally Omitted;

          (k) (i) any Environmental Claim shall have been asserted against the
Borrower or any Environmental Affiliate, (ii) any release, emission, discharge
or disposal of any Material of Environmental Concern shall have occurred, and
such event is reasonably likely to form the basis of an Environmental Claim
against the Borrower or any Environmental Affiliate, or (iii) the Borrower or
the Environmental Affiliates shall have failed to obtain any Environmental
Approval necessary for the ownership, or operation of its business, property or
assets or any such Environmental Approval shall be revoked, terminated, or
otherwise cease to be in full force and effect, in the case of clauses (i), (ii)
or (iii) above, if the existence of such condition has had or is reasonably
likely to have a Material Adverse Effect;

          (l) during any consecutive two year period commencing on or after the
date hereof, individuals who at the beginning of such period constituted the
Board of



                                       59

<PAGE>


Directors of the Borrower (together with any new directors whose election by the
Board of Directors or whose nomination for election by the Borrower stockholders
was approved by a vote of at least a majority of the members of the Board of
Directors then in the office who either were members of the Board of Directors
at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
members of the Board of Directors then in office;

          (m) the Borrower shall cease at any time to qualify as a real estate
investment trust under the Internal Revenue Code;

          (n) at any time, for any reason the Borrower seeks in a judicial
action to repudiate its obligations under any Loan Document;

          (o) Intentionally Omitted; or

          (p) any Mortgage or any Lien granted thereunder shall (except in
accordance with the terms hereof or thereof), in whole or in part, terminate,
cease to be effective or cease to be a legally valid, binding and enforceable
obligation of the Borrower, or any Lien securing the Loans shall, in whole or in
part, cease to be a perfected first priority Lien, subject to the Permitted
Exceptions (as defined in the Mortgages).

          VI.2. Rights and Remedies. (a) Upon the occurrence of any Event of
Default described in Sections 6.1(f) or (g), the unpaid principal amount of, and
any and all accrued interest on, the Loans and any and all accrued fees and
other Obligations hereunder shall automatically become immediately due and
payable, with all additional interest from time to time accrued thereon and
without presentation, demand, or protest or other requirements of any kind
(including, without limitation, valuation and appraisement, diligence,
presentment, notice of intent to demand or accelerate and notice of
acceleration), all of which are hereby expressly waived by the Borrower; and
upon the occurrence and during the continuance of any other Event of Default,
the Lead Agent may exercise any of its rights and remedies hereunder and by
written notice to the Borrower, declare the unpaid principal amount of and any
and all accrued and unpaid interest on the Loans and any and all accrued fees
and other Obligations hereunder to be, and the same shall thereupon be,
immediately due and payable with all additional interest from time to time


                                       60

<PAGE>

accrued thereon and without presentation, demand, or protest or other
requirements of any kind other than as provided in the Loan Documents
(including, without limitation, valuation and appraisement, diligence,
presentment, and notice of intent to demand or accelerate), all of which are
hereby expressly waived by the Borrower.

          (a) Notwithstanding the foregoing, upon the occurrence and during the
continuance of any Event of Default other than any Event of Default described in
Sections 6.1(f) or (g), the Lead Agent shall not exercise any of its rights and
remedies hereunder nor declare the unpaid principal amount of and any and all
accrued and unpaid interest on the Loans and any and all accrued fees and other
Obligations hereunder to be immediately due and payable, until such time as the
Lead Agent shall have delivered a notice to the Banks specifying the Event of
Default which has occurred and whether Lead Agent recommends the acceleration of
the Obligations due hereunder or the exercise of other remedies hereunder. The
Banks shall notify the Lead Agent if they approve or disapprove of the
acceleration of the Obligations due hereunder or the exercise of such other
remedy recommended by Lead Agent within five (5) Domestic Business Days after
receipt of such notice. If any Bank shall not respond within such five (5)
Domestic Business Day period, then such Bank shall be deemed to have accepted
Lead Agent's recommendation for acceleration of the Obligations due hereunder or
the exercise of such other remedy. If the Required Banks shall approve the
acceleration of the Obligations due hereunder or the exercise of such other
remedy, then Lead Agent shall declare the unpaid principal amount of and any and
all accrued and unpaid interest on the Loans and any and all accrued fees and
other Obligations hereunder to be immediately due and payable or exercise such
other remedy approved by the Required Banks. If the Required Banks shall neither
approve nor disapprove the acceleration of the Obligations due hereunder or such
other remedy recommended by Lead Agent, then Lead Agent may accelerate the
Obligations due hereunder or exercise any of its rights and remedies hereunder
in its sole discretion. If the Required Banks shall disapprove the acceleration
of the Obligations due hereunder or the exercise of such other remedy
recommended by Lead Agent, but approve of another remedy, then to the extent
permitted hereunder, Lead Agent shall exercise such remedy.

          VI.3. Notice of Default. If the Lead Agent shall not already have
given any notice to the Borrower under Section 6.1, the Lead Agent shall give
notice to


                                       61


<PAGE>


the Borrower under Section 6.1 promptly upon being requested to do so
by the Required Banks and shall thereupon notify all the Banks thereof.


                                      VII

                              THE LEAD AGENT

          VII.1. Appointment and Authorization. Each Bank irrevocably appoints
and authorizes the Lead Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement and the other Loan Documents as are
delegated to the Lead Agent by the terms hereof or thereof, together with all
such powers as are reasonably incidental thereto.

          VII.2. Lead Agent and Affiliates. Morgan shall have the same rights
and powers under this Agreement as any other Bank and may exercise or refrain
from exercising the same as though it were not the Lead Agent, and Morgan and
its affiliates may accept deposits from, lend money to, and generally engage in
any kind of business with the Borrower or any subsidiary or affiliate of the
Borrower as if it were not the Lead Agent hereunder, and the term "Bank" and
"Banks" shall include Morgan in its individual capacity.

          VII.3. Action by Lead Agent. The obligations of the Lead Agent
hereunder are only those expressly set forth herein. Without limiting the
generality of the foregoing, the Lead Agent shall not be required to take any
action with respect to any Default, except as expressly provided in Article VI.
The Lead Agent shall at all times be deemed to have exercised reasonable care
with respect to the Collateral if it accords the Collateral treatment
substantially equal to that which the Lead Agent accords its own property, it
being understood that, assuming such treatment, the Lead Agent shall not have
any responsibility or liability with respect thereto.

          VII.4. Consultation with Experts. The Lead Agent may consult with
legal counsel (who may be counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

          VII.5.  Liability of Lead Agent. Neither the Lead Agent nor any of its
affiliates nor any of their


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respective directors, officers, agents or employees shall be liable for any
action taken or not taken by it in connection herewith (i) with the consent or
at the request of the Required Banks or, where required by the terms of this
Agreement, all of the Banks, or (ii) in the absence of its own gross negligence
or willful misconduct. Neither the Lead Agent nor any of its directors,
officers, agents or employees shall be responsible for or have any duty to
ascertain, inquire into or verify (i) any statement, warranty or representation
made in connection with this Agreement or any borrowing hereunder; (ii) the
performance or observance of any of the covenants or agreements of the Borrower;
(iii) the satisfaction of any condition specified in Article III, except receipt
of items required to be delivered to the Lead Agent; or (iv) the validity,
effectiveness or genuineness of this Agreement, the other Loan Documents or any
other instrument or writing furnished in connection herewith. The Lead Agent
shall not incur any liability by acting in reliance upon any notice, consent,
certificate, statement, or other writing (which may be a bank wire, telex or
similar writing) believed by it in good faith to be genuine or to be signed by
the proper party or parties.

          VII.6. Indemnification. Each Bank shall, ratably in accordance with
its Commitment, indemnify the Lead Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
indemnitees' gross negligence or willful misconduct) that such indemnitees may
suffer or incur in connection with this Agreement, the other Loan Documents or
any action taken or omitted by such indemnitees hereunder.

          VII.7. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Lead Agent or any other Bank, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Lead
Agent or any other Bank, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking any action under this Agreement.

          VII.8. Successor Lead Agent. The Lead Agent may resign at any time by
giving notice thereof to the


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Banks and the Borrower. Upon any such resignation or the removal of the Lead
Agent in accordance with Section 7.11, the Required Banks shall have the right
to appoint a successor Lead Agent. If no successor Lead Agent shall have been so
appointed by the Required Banks, and shall have accepted such appointment,
within 30 days after the retiring Lead Agent gives notice of resignation, then
the retiring Lead Agent may, on behalf of the Banks, appoint a successor Lead
Agent, which shall be a commercial bank organized or licensed under the laws of
the United States of America or of any State thereof and having a combined
capital and surplus of at least $50,000,000. Upon the acceptance of its
appointment as the Lead Agent hereunder by a successor Lead Agent, such
successor Lead Agent shall thereupon succeed to and become vested with all the
rights and duties of the retiring Lead Agent, and the retiring Lead Agent shall
be discharged from its duties and obligations hereunder first accruing or
arising after the effective date of such retirement. After any retiring Lead
Agent's resignation hereunder as Lead Agent, the provisions of this Article
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Lead Agent.

          VII.9. Lead Agent's Fee. The Borrower shall pay to the Lead Agent or
any successor Lead Agent for its own account fees in the amounts and at the
times previously agreed upon between the Borrower and the Lead Agent or the
successor Lead Agent.

          VII.10. Copies of Notices. Lead Agent shall deliver to each Bank a
copy of any notice sent to the Borrower by Lead Agent in connection with the
performance of its duties as Lead Agent hereunder.


                                      VIII

                              CHANGE IN CIRCUMSTANCES

          VIII.1. Basis for Determining Interest Rate Inadequate or Unfair. If
on or prior to the first day of any Interest Period for any Euro-Dollar
Borrowing:

          (a) the Lead Agent is advised by the Reference Bank that deposits in
dollars (in the applicable amounts) are not being offered to the Reference Bank
in the relevant market for such Interest Period, or

          (b) Banks having 50% or more of the aggregate amount of the
Commitments advise the Lead Agent that the


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<PAGE>


Adjusted London Interbank Offered Rate as determined by the Lead Agent will not
adequately and fairly reflect the cost to such Banks of funding their
Euro-Dollar Loans for such Interest Period, the Lead Agent shall forthwith give
notice thereof to the Borrower and the Banks, whereupon until the Lead Agent
notifies the Borrower that the circumstances giving rise to such suspension no
longer exist, the obligations of the Banks to make Euro-Dollar Loans shall be
suspended. Unless the Borrower notifies the Lead Agent at least two Domestic
Business Days before the date of any Euro-Dollar Borrowing for which a Notice of
Borrowing has previously been given that it elects not to borrow on such date,
such Borrowing shall instead be made as a Base Rate Borrowing.

          VIII.2. Illegality. If, after the date of this Agreement, the adoption
of any applicable law, rule or regulation, or any change in any existing
applicable law, rule or regulation, 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 compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans, and
such Bank shall so notify the Lead Agent, the Lead Agent shall forthwith give
notice thereof to the other Banks and the Borrower, whereupon until such Bank
notifies the Borrower and the Lead Agent that the circumstances giving rise to
such suspension no longer exist, the obligation of such Bank to make Euro-Dollar
Loans shall be suspended. Before giving any notice to the Lead Agent pursuant to
this Section, such Bank shall designate a different Euro-Dollar Lending Office
if such designation will avoid the need for giving such notice and will not, in
the judgment of such Bank, be otherwise disadvantageous to such Bank. If such
Bank shall determine that it may not lawfully continue to maintain and fund any
of its outstanding Euro-Dollar Loans to maturity and shall so specify in such
notice, the Borrower shall immediately prepay in full the then outstanding
principal amount of each such Euro-Dollar Loan, together with accrued interest
thereon. Concurrently with prepaying each such Euro-Dollar Loan, the Borrower
shall borrow a Base Rate Loan in an equal principal amount from such Bank (on
which interest and principal shall be payable contemporaneously with the related
Euro-Dollar Loans of the other Banks), and such Bank shall make such a Base Rate
Loan.


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<PAGE>


          VIII.3. Increased Cost and Reduced Return.

          (a) If, after the date hereof, the adoption of any applicable law,
rule or regulation, or any change in any applicable law, rule or regulation, 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 compliance by any Bank (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall impose, modify or
deem applicable any reserve (including, without limitation, any such requirement
imposed by the Board of Governors of the Federal Reserve System (but excluding
with respect to any Euro-Dollar Loan any such requirement reflected in an
applicable Euro-Dollar Reserve Percentage)), special deposit, insurance
assessment or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Bank (or its Applicable Lending Office)
or shall impose on any Bank (or its Applicable Lending Office) or on the London
interbank market any other condition affecting its Euro-Dollar Loans, its Note,
or its obligation to make Euro-Dollar Loans, and the result of any of the
foregoing is to increase the cost to such Bank (or its Applicable Lending
Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount
of any sum received or receivable by such Bank (or its Applicable Lending
Office) under this Agreement or under its Note with respect thereto, by an
amount deemed by such Bank to be material, then, within 15 days after demand by
such Bank (with a copy to the Lead Agent), which demand shall be accompanied by
a certificate showing, in reasonable detail, the calculation of such amount or
amounts, the Borrower shall pay to such Bank such additional amount or amounts
as will compensate such Bank for such increased cost or reduction.

          (b) If any Bank shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change in any such law, rule or regulation, 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 authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on capital
of such Bank (or its Parent) as a consequence of


                                       66


<PAGE>


such Bank's obligations hereunder to a level below that which such Bank (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
amount deemed by such Bank to be material, then from time to time, within 15
days after demand by such Bank (with a copy to the Lead Agent), which demand
shall be accompanied by a certificate showing, in reasonable detail, the
calculation of such amount or amounts, the Borrower shall pay to such Bank such
additional amount or amounts as will compensate such Bank (or its Parent) for
such reduction.

          (c) Each Bank will promptly notify the Borrower and the Lead Agent of
any event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to compensation pursuant to this Section and will designate a
different Applicable Lending Office if such designation will avoid the need for,
or reduce the amount of, such compensation and will not, in the judgment of such
Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank
claiming compensation under this Section and setting forth the additional amount
or amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, such Bank may use any reasonable
averaging and attribution methods.





                                       67
<PAGE>

          VIII.4. Taxes.

          (a) Any and all payments by the Borrower to or for the account of any
Bank or the Lead Agent hereunder or under any other Loan Document shall be made
free and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Bank and the
Lead Agent, taxes imposed on its income, and franchise taxes imposed on it, by
the jurisdiction under the laws of which such Bank or the Lead Agent (as the
case may be) is organized or any political subdivision thereof and, in the case
of each Bank, taxes imposed on its income, and franchise or similar taxes
imposed on it, by the jurisdiction of such Bank's Applicable Lending Office or
any political subdivision thereof (and, if different from the jurisdiction of
such Bank's Applicable Lending Office, the jurisdiction of the domicile of its
Loans either established by the Bank pursuant to Section 9.12 or determined by
the applicable taxing authorities)(all such non-excluded taxes, duties, levies,
imposts, deductions, charges, withholdings and liabilities being hereinafter
referred to as "Taxes"). If the Borrower shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder or under any Note or
participation therein to any Bank or the Lead Agent, (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
8.4) such Bank or the Lead Agent (as the case may be) receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law and (iv) the Borrower shall furnish to the Lead
Agent, at its address referred to in Section 9.1, the original or a certified
copy of a receipt evidencing payment thereof.

          (b) In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes and any other excise or property taxes, or charges or
similar levies which arise from any payment made hereunder or under any Note or
participation therein or from the execution or delivery of, or otherwise with
respect to, this Agreement or any Note or participation therein (hereinafter
referred to as "Other Taxes").


                                       68


<PAGE>


          (c) The Borrower agrees to indemnify each Bank and the Lead Agent for
the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section 8.4) paid by such Bank or the Lead Agent (as the case may be)
and any liability (including penalties, interest and expenses) arising therefrom
or with respect thereto. This indemnification shall be made within 15 days from
the date such Bank or the Lead Agent (as the case may be) makes demand therefor.

          (d) Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other Bank,
and from time to time thereafter if requested in writing by the Borrower (but
only so long as such Bank remains lawfully able to do so), shall provide the
Borrower with Internal Revenue Service form 1001 or 4224, as appropriate, or any
successor form prescribed by the Internal Revenue Service, certifying that such
Bank is entitled to benefits under an income tax treaty to which the United
States is a party which reduces the rate of withholding tax on payments of
interest or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States. If the form provided by a Bank at the time such Bank first became a
party to this Agreement or at any time thereafter (other than solely by reason
of a change in United States law or a change in the terms of any treaty to which
the United States is a party after the date hereof) indicates a United States
interest withholding tax rate in excess of zero (or would have indicated such a
withholding tax rate if such form had been submitted and completed accurately
and completely and either was not submitted or was not completed accurately and
completely), or if a Bank otherwise is subject to United States interest
withholding tax at a rate in excess of zero at any time for any reason (other
than solely by reason of a change in United States law or regulation or a change
in any treaty to which the United States is a party after the date hereof),
withholding tax at such rate shall be considered excluded from "Taxes" as
defined in Section 8.4(a). In addition, any amount that otherwise would be
considered "Taxes" or "Other Taxes" for purposes of this Section 8.4 shall be
excluded therefrom if the Bank either has transferred the domicile of its Loans
pursuant to Section 9.12 or changed the Applicable Lending Office with respect
to such Loans and such amount would not have been incurred had such transfer or
change not been made.



                                       69
<PAGE>


          (e) For any period with respect to which a Bank has failed to provide
the Borrower with the appropriate form pursuant to Section 8.4(d) (unless such
failure is due to a change in treaty, law or regulation occurring subsequent to
the date on which a form originally was required to be provided), such Bank
shall not be entitled to indemnification under Section 8.4(a) with respect to
Taxes imposed by the United States; provided, however, that should a Bank, which
is otherwise exempt from or subject to a reduced rate of withholding tax, become
subject to Taxes because of its failure to deliver a form required hereunder,
the Borrower shall take such steps as such Bank shall reasonably request to
assist such Bank to recover such Taxes.

          (f) If the Borrower is required to pay additional amounts to or for
the account of any Bank pursuant to this Section 8.4, then such Bank will change
the jurisdiction of its Applicable Lending Office so as to eliminate or reduce
any such additional payment which may thereafter accrue if such change, in the
judgment of such Bank, is not otherwise disadvantageous to such Bank.

          VIII.5. Base Rate Loans Substituted for Affected Euro-Dollar Loans. If
(i) the obligation of any Bank to make Euro-Dollar Loans has been suspended
pursuant to Sections 8.1 or 8.2 or (ii) any Bank has demanded compensation under
Section 8.3 or 8.4 with respect to its Euro-Dollar Loans and the Borrower shall,
by at least five Euro-Dollar Business Days' prior notice to such Bank through
the Lead Agent, have elected that the provisions of this Section shall apply to
such Bank, then, unless and until such Bank notifies the Borrower that the
circumstances giving rise to such suspension or demand for compensation no
longer exist:

          (a) all Loans which would otherwise be made by such Bank as
Euro-Dollar Loans shall be made instead as Base Rate Loans (on which interest
and principal shall be payable contemporaneously with the related Euro-Dollar
Loans of the other Banks), and

          (b) after each of its Euro-Dollar Loans has been repaid, all payments
of principal which would otherwise be applied to repay such Euro-Dollar Loans
shall be applied to repay its Base Rate Loans instead.

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                                       IX

                                  MISCELLANEOUS

          IX.1. Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including bank wire, telex, facsimile
transmission or similar writing) and shall be given to such party: (x) in the
case of the Borrower, to CarrAmerica Realty Corporation, 1700 Pennsylvania
Avenue, N.W., Suite 700, Washington, D.C. 20006, Attention: Andrea F. Bradley,
Esq., and in the case of the Lead Agent, at its address or telecopy number set
forth on the signature pages hereof, together with copies thereof, in the case
of the Borrower, to Mayer, Brown & Platt, 141 East Palace Avenue, Santa Fe, New
Mexico 87501, Attention: George Ruhlen, Esq., Telephone: (505) 820-8180,
Telecopy: (505) 820-7334, and in the case of the Lead Agent, to Skadden, Arps,
Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New York 10022,
Attention: Martha Feltenstein, Esq., Telephone: (212) 735-2272, Telecopy: (212)
735-2000, (y) in the case of any Bank, at its address or telecopy number set
forth on the signature pages hereof or in its Administrative Questionnaire or
(z) in the case of any party, such other address or telecopy number as such
party may hereafter specify for the purpose by notice to the Lead Agent, the
Banks and the Borrower. Each such notice, request or other communication shall
be effective (i) if given by telecopy, when such telecopy is transmitted to the
telecopy number specified in this Section, (ii) if given by mail, 72 hours after
such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (iii) if given by any other means, when delivered at
the address specified in this Section; provided that notices to the Lead Agent
under Article II or Article VIII shall not be effective until received.

          IX.2. No Waivers. No failure or delay by the Lead Agent or any Bank in
exercising any right, power or privilege hereunder or under any Note shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.

          IX.3. Expenses; Indemnification.


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<PAGE>


          (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses
of the Lead Agent (including, without limitation, reasonable fees and
disbursements of special counsel Skadden, Arps, Slate, Meagher & Flom LLP, local
counsel for the Lead Agent, and travel, site visits, third party reports
(including Appraisals), mortgage recording taxes, environmental and engineering
expenses), in connection with the preparation and administration of this
Agreement, the Loan Documents and the documents and instruments referred to
therein, the syndication of the Loans, any waiver or consent hereunder or any
amendment or modification hereof or any Default or alleged Default hereunder and
(ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the
Lead Agent and each Bank which are not unreasonably duplicative, including,
without limitation, reasonable fees and disbursements of counsel for the Lead
Agent, in connection with the enforcement of the Loan Documents and the
instruments referred to therein and such Event of Default and collection,
bankruptcy, insolvency and other enforcement proceedings resulting therefrom.

          (b) The Borrower agrees to indemnify the Lead Agent and each Bank,
their respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "Indemnitee") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel and settlements and settlement costs, which may be
incurred by such Indemnitee in connection with any investigative, administrative
or judicial proceeding (whether or not such Indemnitee shall be designated a
party thereto) that may at any time (including, without limitation, at any time
following the payment of the Obligations) be imposed on, asserted against or
incurred by any Indemnitee as a result of, or arising out of, or in any way
related to or by reason of, (i) any of the transactions contemplated by the Loan
Documents or the execution, delivery or performance of any Loan Document
(including, without limitation, the Borrower's actual or proposed use of
proceeds of the Loans, whether or not in compliance with the provisions hereof),
(ii) any violation by the Borrower or the Environmental Affiliates of any
applicable Environmental Law, (iii) any Environmental Claim arising out of the
management, use, control, ownership or operation of property or assets by the
Borrower or any of the Environmental Affiliates, including, without limitation,
all on-site and off-site activities involving Material of Environmental Concern,
(iv) the breach of any environmental representation or


                                       72

<PAGE>


warranty set forth herein, (v) the grant to the Lead Agent and the Banks of any
Lien in any property or assets of the Borrower or any stock or other equity
interest in the Borrower in connection with the Loans hereunder, (vi) the loss
of all or any portion of the parking which is the subject of a ground lease for
premises located at the Mortgaged Property described on Exhibit B attached
hereto as the Unisys Center, Lombard, Illinois, as a direct or indirect result
of a foreclosure or assignment in lieu of foreclosure with respect to such
Mortgaged Property, where, in connection with such loss, any Indemnitee shall
construct additional parking in order to correct zoning violations resulting
from such loss (the indemnity described in this clause (vi), a "Parking
Indemnity"), such Parking Indemnity not to exceed an aggregate of $2,000,000,
(vii) any loss or damages in excess of the sum of the proceeds of any applicable
insurance plus a 15% deductible resulting from any uninsured earthquake casualty
at the Mortgaged Property described on Exhibit B attached hereto as the Rio
Robles Technology Center, San Jose, California (the indemnity described in this
clause (vii), an "Earthquake Indemnity"), such Earthquake Indemnity not to
exceed an aggregate of $1,000,000, and (viii) the exercise by the Lead Agent and
the Banks of their rights and remedies (including, without limitation,
foreclosure) under any agreements creating any such Lien (but excluding, as to
any Indemnitee, any such losses, liabilities, claims, damages, expenses,
obligations, penalties, actions, judgments, suits, costs or disbursements
incurred solely by reason of (i) the gross negligence or willful misconduct of
such Indemnitee as finally determined by a court of competent jurisdiction and
(ii) any investigative, administrative or judicial proceeding imposed or
asserted against any Indemnitee by any bank regulatory agency or by any equity
holder of such Indemnitee). The Borrower's obligations under this Section shall
survive the termination of this Agreement and the payment of the Obligations;
provided, however, that any liability hereunder for the payment of a Parking
Indemnity shall terminate upon provision by the Borrower of evidence acceptable
to the Lead Agent that the Borrower has (i) obtained amendments to existing
ground leases or (ii) entered into a reciprocal easement agreement for parking,
or similar agreement, which benefits such Mortgaged Property and runs with the
land, in either case such that the Agent is reasonably satisfied that, after a
foreclosure or assignment in lieu of foreclosure with respect to the Mortgaged
Property, sufficient parking shall be available at the Mortgaged Property to
cause the Mortgaged Property not to be in violation of any applicable zoning
rules and ordinances.


                                       73


<PAGE>


          (c) The Borrower shall pay, and hold the Lead Agent and each of the
Banks harmless from and against, any and all present and future U.S. stamp,
recording, transfer and other similar foreclosure related taxes with respect to
the foregoing matters and hold the Lead Agent and each Bank harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission (other than to the extent attributable to such Bank) to pay such taxes.

          IX.4. Sharing of Set-Offs. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of any Event of
Default, each Bank is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to the Borrower
or to any other Person, any such notice being hereby expressly waived, to set
off and to appropriate and apply any and all deposits (general or special, time
or demand, provisional or final), other than deposits held for the benefit of
third parties, and any other indebtedness at any time held or owing by such Bank
(including, without limitation, by branches and agencies of such Bank wherever
located) to or for the credit or the account of the Borrower against and on
account of the Obligations of the Borrower then due and payable to such Bank
under this Agreement or under any of the other Loan Documents, including,
without limitation, all interests in Obligations purchased by such Bank. Each
Bank agrees that if it shall, by exercising any right of set-off or counterclaim
or otherwise, receive payment of a proportion of the aggregate amount of
principal and interest due with respect to any Note held by it which is greater
than the proportion received by any other Bank in respect of the aggregate
amount of principal and interest due with respect to any Note held by such other
Bank, the Bank receiving such proportionately greater payment shall purchase
such participations in the Notes held by the other Banks, and such other
adjustments shall be made, as may be required so that all such payments of
principal and interest with respect to the Notes held by the Banks shall be
shared by the Banks pro rata; provided that nothing in this Section shall impair
the right of any Bank to exercise any right of set-off or counterclaim it may
have and to apply the amount subject to such exercise to the payment of
indebtedness of the Borrower other than its indebtedness under the Notes;
provided, further, that any such set-off with respect to a Mortgaged Property
located in the State of California shall be exercised by


                                       74


<PAGE>


a Bank solely on the opinion of counsel. The Borrower agrees, to the fullest
extent that it may effectively do so under applicable law, that any holder of a
participation in a Note, whether or not acquired pursuant to the foregoing
arrangements, may exercise rights of set-off or counterclaim and other rights
with respect to such participation as fully as if such holder of a participation
were a direct creditor of the Borrower in the amount of such participation.

          IX.5. Amendments and Waivers. Any provision of this Agreement, the
Notes or other Loan Documents may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Borrower and the Required
Banks (and, if the rights or duties of the Lead Agent are affected thereby, by
the Lead Agent); provided that no such amendment or waiver shall, unless signed
by all the Banks, (i) increase or decrease the Commitment of any Bank (except
for a ratable decrease in the Commitments of all Banks) or subject any Bank to
any additional obligation, (ii) reduce the principal of or rate of interest on
any Loan or any fees specified herein, including, without limitation, the waiver
of any Default or Event of Default in the payment of interest, principal or fees
hereunder if such waiver would result in a permanent reduction in the amount or
change in the timing of the payment of interest, principal or fees payable
hereunder by the Borrower, unless the Borrower has cured such Default or Event
of Default and paid all amounts, including any default interest, due hereunder
at the time a request for consent is made by Lead Agent to the Banks to the
waiver of any Default or Event of Default in the payment of interest, principal
or fees hereunder, in which event only the consent of the Required Banks to the
waiver of such Default or Event of Default shall be required, (iii) postpone the
date fixed for any payment of principal of or interest on any Loan or any fees
hereunder or for any reduction or termination of any Commitment, (iv) release
the Lien of any Mortgage or otherwise release any other collateral except as
expressly permitted in the Loan Documents, or (v) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the Notes, or the
number of Banks, which shall be required for the Banks or any of them to take
any action under this Section or any other provision of this Agreement.


                                       75

<PAGE>


          IX.6. Successors and Assigns.

          (a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns, except that the Borrower may not assign or otherwise transfer any of
their rights under this Agreement or the other Loan Documents without the prior
written consent of all Banks.

          (b) Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its Commitment or
any or all of its Loans. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrower and the Lead Agent, such Bank shall remain responsible for the
performance of its obligations hereunder, and the Borrower and the Lead Agent
shall continue to deal solely and directly with such Bank in connection with
such Bank's rights and obligations under this Agreement. Any agreement pursuant
to which any Bank may grant such a participating interest shall provide that
such Bank shall retain the sole right and responsibility to enforce the
obligations of the Borrower hereunder including, without limitation, the right
to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such participation agreement may provide that such Bank
will not agree to any modification, amendment or waiver of this Agreement
described in clause (i), (ii), (iii) or (iv) of Section 9.5 without the consent
of the Participant. The Borrower agrees that each Participant shall, to the
extent provided in its participation agreement, be entitled to the benefits of
Article VIII with respect to its participating interest. An assignment or other
transfer which is not permitted by subsection (c) or (d) below shall be given
effect for purposes of this Agreement only to the extent of a participating
interest granted in accordance with this subsection (b).

          (c) Any Bank may at any time assign to one or more banks or other
institutions (each an "Assignee") all, or a proportionate part of all, of its
rights and obligations under this Agreement, the Notes and the other Loan
Documents, and such Assignee shall assume such rights and obligations, pursuant
to an Assignment and Assumption Agreement in substantially the form of Exhibit C
attached hereto executed by such Assignee and such transferor Bank, with (and
subject to) the subscribed consent of the Lead Agent and, provided no Event of


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<PAGE>


Default shall have occurred and be continuing, the Borrower, which consent shall
not be unreasonably withheld or delayed. Upon execution and delivery of such
instrument and payment by such Assignee to such transferor Bank of an amount
equal to the purchase price agreed between such transferor Bank and such
Assignee, such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and the transferor Bank 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 subsection (c), the transferor Bank, the Lead Agent and the
Borrower shall make appropriate arrangements so that, if required, a new Note or
Notes are issued to the Assignee. In connection with any such assignment, the
transferor Bank shall pay to the Lead Agent an administrative fee for processing
such assignment in the amount of $2,500. If the Assignee is not incorporated
under the laws of the United States of America or a state thereof, it shall
deliver to the Borrower and the Lead Agent certification as to exemption from
deduction or withholding of any United States federal income taxes in accordance
with Section 8.4.

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

          (e) No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.3 or 8.4 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's prior written
consent or by reason of the provisions of Section 8.2, 8.3 or 8.4 requiring such
Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

          IX.7. Governing Law; Submission to Jurisdiction.

          (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS WERE NEGOTIATED IN NEW
YORK, AND EXECUTED BY LEAD AGENT IN THE STATE OF NEW YORK, AND THE BORROWINGS
WILL BE DISBURSED FROM NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL
RELATIONSHIP TO THE PARTIES AND TO THE


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<PAGE>


UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, THIS AGREEMENT AND THE LOAN DOCUMENTS AND THE OBLIGATIONS ARISING
HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
SUCH STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT
AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE
LIENS AND SECURITY INTERESTS CREATED PURSUANT TO THE MORTGAGES AND THE OTHER
LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE
STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO
THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF
NEW YORK SHALL GOVERN THE VALIDITY AND THE ENFORCEABILITY OF THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS AND THE INDEBTEDNESS OR OBLIGATIONS ARISING HEREUNDER OR
THEREUNDER. EXCEPT AS PROVIDED IN THE PRIOR SENTENCE, TO THE FULLEST EXTENT
PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT,
THE NOTE AND THE OTHER LOAN DOCUMENTS AND THIS AGREEMENT, THE NOTE AND THE OTHER
LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAWS.

          (b) Any legal action or proceeding with respect to this Agreement or
any other Loan Document and any action for enforcement of any judgment in
respect thereof may be brought in the courts of the State of New York or of the
United States of America for the Southern District of New York, and, by
execution and delivery of this Agreement, the Borrower hereby accepts for itself
and in respect of its property, generally and unconditionally, the non-exclusive
jurisdiction of the aforesaid courts and appellate courts from any thereof. The
Borrower irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the hand delivery, or
mailing of copies thereof by registered or certified mail, postage prepaid, to
the Borrower at its address set forth below. The Borrower hereby irrevocably
waives any objection which it may now or hereafter have to the laying of venue
of any of the aforesaid actions or proceedings arising out of or in connection
with this Agreement or any other Loan Document brought in the courts referred to
above and hereby further irrevocably waives and agrees not to plead or claim in
any such court that any such action or proceeding


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<PAGE>


brought in any such court has been brought in an inconvenient forum. Nothing
herein shall affect the right of the Lead Agent, any Bank or any holder of a
Note to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against the Borrower in any other jurisdiction.

          IX.8. Marshaling; Recapture. Neither the Lead Agent nor any Bank shall
be under any obligation to marshal any assets in favor of the Borrower or any
other party or against or in payment of any or all of the Obligations. To the
extent any Bank receives any payment by or on behalf of the Borrower, which
payment or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to the Borrower
or its estate, trustee, receiver, custodian or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such payment or repayment, the Obligation or part thereof which has
been paid, reduced or satisfied by the amount so repaid shall be reinstated by
the amount so repaid and shall be included within the liabilities of the
Borrower to such Bank as of the date such initial payment, reduction or
satisfaction occurred.

          IX.9. Counterparts; Integration; Effectiveness. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement constitutes the entire agreement and understanding
among the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof. This
Agreement shall become effective upon receipt by the Lead Agent of counterparts
hereof signed by each of the parties hereto (or, in the case of any party as to
which an executed counterpart shall not have been received, receipt by the Lead
Agent in form satisfactory to it of telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party).

          IX.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE LEAD AGENT AND
THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


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<PAGE>


          IX.11. Survival. All indemnities set forth herein shall survive the
execution and delivery of this Agreement and the other Loan Documents and the
making and repayment of the Loans hereunder.

          IX.12. Domicile of Loans. Subject to the provisions of Article VIII,
each Bank may transfer and carry its Loans at, to or for the account of any
domestic or foreign branch office, subsidiary or affiliate of such Bank.

          IX.13. Limitation of Liability. (a) No claim may be made by the
Borrower or any other Person against the Lead Agent or any Bank or the
affiliates, directors, officers, employees, attorneys or agent of any of them
for any consequential or punitive damages in respect of any claim for breach of
contract or any other theory of liability arising out of or related to the
transactions contemplated by this Agreement or by the other Loan Documents, or
any act, omission or event occurring in connection therewith; and the Borrower
hereby waives, releases and agrees not to sue upon any claim for any such
damages, whether or not accrued and whether or not known or suspected to exist
in its favor.

          (a) Notwithstanding anything in this Agreement, the Mortgages, the
Notes or the other Loan Documents, no personal liability shall be asserted or
enforceable against (i) the Borrower, (ii) any affiliate of the Borrower, (iii)
any Person owning directly or indirectly, any legal or beneficial interest in
the Borrower or any affiliate of the Borrower, or (iv) any partner, principal,
officer, controlling person, beneficiary, trustee, advisor, shareholder, member,
employee, agent, affiliate or director of any Persons described in clauses (i)
through (iii) above (collectively, the "Exculpated Parties") by the Lead Agent
or the Banks in respect of the Obligations, this Agreement, the Mortgages, the
Note or any other Loan Document, or the making, issuance or transfer thereof,
all such liability, if any, being expressly waived by the Lead Agent, the Banks,
and each successive holder of any Note shall accept such Note and any security
therefor upon the express condition of this provision and limitation that in the
case of the occurrence and continuance of an Event of Default, Beneficiary's
remedies in its sole discretion shall be any or all of:


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<PAGE>


               1. Foreclosure of the lien of the Mortgage securing such Note in
     accordance with the terms and provisions set forth in the applicable
     Mortgage;

               2. Action against any other security at any time given to secure
     the payment of such Note and under the other Loan Documents; and

               3. Exercise of any other remedy set forth in such Mortgage or any
     other Loan Document.

          The lien of any judgment against the Borrower and any proceeding
instituted on, under or in connection with any Note or Mortgage, or both, shall
not extend to any property now or hereafter owned by the Borrower or any
Exculpated Party other than the Net Operating Cash Flow arising after the
Borrower has received written notice of a Default from, and the ownership
interest of the Borrower in, the applicable Mortgaged Property and the other
security for the payment of such Note or Mortgage.

          Notwithstanding anything to the contrary in this Agreement or any of
the Loan Documents, the Lead Agent and the Banks shall not be deemed to have
waived any right which any of them may have under Section 506(a), 506(b),
1111(b) or any other provisions of the Bankruptcy Code to file a claim for the
full amount of the Loan secured by any Mortgage or to require that all
Collateral shall continue to secure all of the Obligations owing to the Lead
Agent and the Banks in accordance with the Loan Documents.

          Notwithstanding anything in this Agreement to the contrary, there
shall at no time be any limitation on the Borrower's liability for the payment
to the Lead Agent, in accordance with the provisions of any applicable Mortgage,
of: (1) condemnation proceeds or insurance proceeds which the Borrower has
received and to which the Lead Agent and the Banks are entitled pursuant to the
terms of such Mortgage or any of the Loan Documents to the extent the same have
not been applied toward payment of sums due under the applicable Note or under
such Mortgage, or used for the repair or replacement of the applicable Mortgaged
Property pursuant to such Mortgage, or (2) all loss, damage and expense as
incurred by the Lead Agent and arising from any fraud, or intentional
misrepresentation of the Borrower, (3) any misappropriation of rents arising
after the Borrower has received written notice of a Default or security deposits
by the Borrower or any affiliate of the Borrower (4) any Parking Indemnity or
(5) any Earthquake Indemnity.


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<PAGE>


          IX.14. Confidentiality.

          Prior to the occurrence and continuance of an Event of Default and
except in connection with the sale or assignment or potential sale or assignment
of any Bank's Commitment or portion of its Commitment pursuant to Section 9.6,
each Bank agrees that it will use reasonable efforts, consistent with its
customary policies for maintaining information as confidential, not to disclose
without the prior consent of the Borrower (other than to its subsidiaries,
directors, agents, employees, auditors, counsel or other professional
consultants, provided that each such recipient shall either agree to be bound by
the terms of this Section 9.14 or is otherwise bound to keep such information
confidential on a similar basis pursuant to professional ethical obligations)
any information with respect to the Borrower, any Subsidiary thereof or any of
their assets or properties which is furnished pursuant to this Agreement or any
Loan Documents and which is designated as confidential, provided that any Bank
may disclose any such information (a) that has become generally available to the
public (other than as a consequence of any Bank's breach of this Section 9.14),
(b) as may be required or appropriate in any report, statement or testimony
submitted to any local, state or federal regulatory body having or claiming to
have jurisdiction over such Bank, any nationally recognized rating agency or
similar organization, (c) as may be required or appropriate in response to any
summons or subpoena or in connection with any litigation, or (d) in order to
comply with any applicable law, order, regulation or ruling; provided, further
that in the case of the foregoing clauses (b), (c) and (d), such Bank shall use
reasonable efforts to give the Borrower prior notice of any such disclosure.


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<PAGE>


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

                                         CARRAMERICA REALTY CORPORATION
                       


                                         By:/s/Andrea F. Bradley
                                            ----------------------------------
                                            Name:  Andrea F. Bradley
                                            Title: Vice President,
                                                   General Counsel and
                                                   Corporate Secretary
                                
Commitments

$60,000,000                              MORGAN GUARANTY TRUST COMPANY
                                           OF NEW YORK
                           


                                         By:/s/Timothy V. O'Donovan
                                            ----------------------------------
                                            Name:  Timothy V. O'Donovan
                                            Title: Vice President
                         


$30,000,000                              COMMERZBANK AKTIENGESELLSCHAFT,
                                           NEW YORK BRANCH
                         


                                         By:/s/Douglas P. Traynor
                                            ----------------------------------
                                            Name:  Douglas P. Traynor
                                            Title: Vice President
                       


                                         By:/s/David M. Schwarz
                                            ----------------------------------
                                            Name:  David M. Schwarz
                                            Title: Vice President
                           

                                       83


<PAGE>


$25,000,0000                             BAYERISCHE HYPOTHEKEN -UND
                                           WECHSEL-BANK
                                           AKTIENGESELLSCHAFT, NEW YORK
                                           BRANCH
                         


                                         By:/s/Stephen G. Melidones
                                            ----------------------------------
                                            Name:  Stephen G. Melidones
                                            Title: Assistant Vice
                                                   President
              


                                         By:/s/Leslie-Anne Lombardo
                                            ----------------------------------
                                            Name:  Leslie-Anne Lombardo
                                            Title: Assistant Vice
                                                   President



$20,000,000                              CORESTATES BANK, N.A.
               


                                         By:/s/Glenn Gallagher
                                            ----------------------------------
                                            Name:  Glenn Gallagher
                                            Title: Vice President
               


$15,000,000                              KREDIETBANK, N.V.
                


                                         By:/s/Francis X. Payne
                                            ----------------------------------
                                            Name:  Francis X. Payne
                                            Title: Vice President
                


                                         By:/s/Robert Snauffer
                                            ----------------------------------
                                            Name:  Robert Snauffer
                                            Title: Vice President
                

                                       84


<PAGE>


Total Commitments

$150,000,000

                                         MORGAN GUARANTY TRUST COMPANY
                                           OF NEW YORK, as Lead Agent
                 


                                         By:/s/Timothy O'Donovan
                                            ----------------------------------
                                            Name:  Timothy O'Donovan
                                            Title: Vice President
                
                                         60 Wall Street
                                         New York, New York 10260-0060
                                         Attention: Michael Erichetti
                                         Telephone number: (212) 648-8127
                                         Telecopy number: (212) 648-5336
                 
                                         Domestic and Euro-Currency
                                         Lending Office:
                                         Nassau, Bahamas Office
                                         c/o J.P. Morgan Services Inc.
                                         500 Stanton Christiana Road
                                         Newark, Delaware 19173-2107
                                         Attention: Nancy K. Dunbar
                                         Telecopy number: (302) 634-4222
                 


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